Ellington Financial Inc.
09/30/2024 | Press release | Distributed by Public on 09/30/2024 15:27
Material Agreement Form 8 K
Item 1.01. Entry into a Material Definitive Agreement
On September 30, 2024, Ellington Financial Inc. (the "Company") and Ellington Financial Management LLC, the Company's manager, entered into separate equity distribution agreements (each an "Agreement" and collectively, the "Agreements") with each of Citizens JMP Securities LLC; B. Riley Securities, Inc.; UBS Securities LLC; Armstrong Securities LLC ("Armstrong"); and BTIG, LLC (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, the Company may offer and sell shares of common stock having a maximum aggregate offering price of up to $300 million ("Shares") from time to time, through the Agents as the Company's agents for the offer and sale of the shares, or to the Agents for resale.
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 September 30, 2024, 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.
Pursuant to the Agreements, the Shares may be offered and sold 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 or in negotiated transactions. The Agents will be entitled to compensation of up to an aggregate of 2.0% of the gross proceeds from the sale of the Shares sold under the Agreements. 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.
Armstrong, an agent in the offering, is a subsidiary of the Company. As an Agent, Armstrong will receive commissions for the Shares sold in the offering, which commissions will not exceed, but may be less than, 2.0% of the gross proceeds from the sale of the common stock pursuant to the terms of the equity distribution agreement between the Company and Armstrong. 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 is not complete and is qualified in its entirety by reference to the form of the Agreement, a copy of which is attached hereto Exhibit 1.1, and incorporated in this Item 1.01 by reference.
In connection with the filing of the prospectus supplement, dated September 30, 2024, 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.