Ellington Financial Inc.

01/25/2023 | Press release | Distributed by Public on 01/25/2023 05:03

Material Agreement - Form 8-K


Washington, D.C. 20549


Date of Report (Date of earliest event reported): January 24, 2023

(Exact name of registrant as specified in its charter)
Delaware 001-34569 26-0489289
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer Identification No.)
53 Forest Avenue
Old Greenwich, CT06870
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:(203) 698-1200
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share
The New York Stock Exchange
6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
The New York Stock Exchange
6.250% Series B Fixed-Rate Reset
Cumulative Redeemable Preferred Stock
EFC PR B The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement
On January 24, 2023, Ellington Financial Inc. (the "Company") and Ellington Financial Management LLC, the Company's manager, entered into separate amendments (each an "Amendment" and collectively, the "Amendments") to its existing equity distribution agreements (each, as amended, an "Agreement" and collectively, the "Agreements") with each of JMP Securities LLC, B. Riley Securities, Inc., and Ladenburg Thalmann & Co. Inc. (each an "Agent" and together the "Agents") relating to the offer and sale of shares of the Company's common stock, par value $0.001 per share, which are referred to herein as "common stock." In accordance with the terms of the Agreements, shares of common stock having a maximum aggregate offering price of up to $225.0 million ("Shares") remain available for sale from time to time by the Company through the Agents.
The Amendments increase the maximum aggregate offering price of the common stock that may be offered and sold from time to time by the Company pursuant to the Agreements and provide that the Shares will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-269386). The Company has filed a prospectus supplement, dated January 24, 2023, to the prospectus, dated January 24, 2023, with the Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Shares from time to time in the future.
Pursuant to the Agreements, the Shares may be offered and sold through the Agents in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or in negotiated transactions. Each Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through it under the applicable Agreement. The Company has no obligation to sell any of the Shares under the Agreements and may at any time suspend solicitations and offers under the Agreements.
The Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services.
The foregoing description of the Agreements and the Amendments is not complete and is qualified in its entirety by reference to the form of equity distribution agreement and the form of the Amendment, copies of which are attached hereto or incorporated by reference herein as Exhibits 1.1 and 1.2, respectively, and incorporated in this Item 1.01 by reference.
In connection with the filing of the prospectus supplement, dated January 24, 2023, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Vinson & Elkins L.L.P., with respect to the legality of the Shares.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
1.2 Form of Equity Distribution Agreement Amendment
5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the Shares
23.1 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 24, 2023 By: /s/ JR Herlihy
JR Herlihy
Chief Financial Officer