ANWORTH MORTGAGE ASSET CORPORATION
1299 Ocean Avenue, Second Floor
Santa Monica, California 90401
April 11, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Mr. Tom Kluck, Legal Branch Chief |
Mr. Bryan Hough
Re: | Anworth Mortgage Asset Corporation |
Registration Statement on Form S-3
File No. 333-210567
Request for Acceleration of Effectiveness
Dear Mr. Kluck:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Anworth Mortgage Asset Corporation (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-210567) (the “Registration Statement”), so that it may become effective at 4:00 p.m., Eastern time, on April 13, 2016, or as soon thereafter as practicable.
In connection with the foregoing request for acceleration of the effective date of the Registration Statement, the Registrant hereby acknowledges that:
• | should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
• | the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Registrant understands that the staff will consider this request for acceleration of the effective date of the Registration Statement as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities covered by the Registration Statement.
If you have any questions regarding the foregoing, please call Mark J. Kelson, Esq. of Greenberg Traurig, LLP at(310) 586-3856. In addition, it would be greatly appreciated if you could please notify Mr. Kelson when the Registration Statement has been declared effective.
Sincerely, | ||
Anworth Mortgage Asset Corporation | ||
By: | /s/ Joseph Lloyd McAdams | |
Joseph Lloyd McAdams | ||
Chairman of the Board, Chief Executive Officer and President |
cc: | Mark J. Kelson, Esq., Greenberg Traurig, LLP |