Ellington Financial Announces Common Stock Authorization
May 22 2023 - 5:22PM
Business Wire
Ellington Financial Inc. (NYSE: EFC) (the "Company") today
announced that at its annual meeting of stockholders held on
Tuesday May 16, 2023, its stockholders voted to adopt an amendment
to its Certificate of Incorporation (its “Charter”) to increase the
authorized number of shares of its common stock from 100,000,000 to
200,000,000 shares, with a corresponding increase in the total
authorized number of shares from 200,000,000 to 300,000,000 shares
(the “Share Increase”).
The Company has filed with the Secretary of State of the State
of Delaware an amendment to its Charter to effect the Share
Increase, which together with the stockholders’ approval of the
Share Increase, satisfied the Common Stock Authorization as defined
in the certificate of designations (the “Certificate of
Designations”) of the Company’s 8.625% Series C Fixed-Rate Reset
Cumulative Redeemable Preferred Stock (the “Series C Preferred
Stock”). The Common Stock Authorization was finalized on May 17,
2023.
In addition, the Company announced that its Board of Directors
has passed a resolution reserving the shares of common stock that
may be issuable upon a full exercise by the holders of Series C
Preferred Stock of their conversion rights pursuant to Section 7 of
the Certificate of Designations, up to the Exchange Cap (as defined
in the Certificate of Designations). As such, the conversion rights
of holders of the Series C Preferred Stock described in the
Certificate of Designations are no longer contingent on the Common
Stock Authorization.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements involve
numerous risks and uncertainties. The Company's actual results may
differ from its beliefs, expectations, estimates, and projections
and, consequently, you should not rely on these forward-looking
statements as predictions of future events. Forward-looking
statements are not historical in nature and can be identified by
words such as "believe," "expect," "anticipate," "estimate,"
"project," "plan," "continue," "intend," "should," "would,"
"could," "goal," "objective," "will," "may," "seek" or similar
expressions or their negative forms, or by references to strategy,
plans, or intentions. Forward-looking statements are based on our
beliefs, assumptions and expectations of our future operations,
business strategies, performance, financial condition, liquidity
and prospects, taking into account information currently available
to us. These beliefs, assumptions, and expectations are subject to
risks and uncertainties and can change as a result of many possible
events or factors, not all of which are known to us. If a change
occurs, our business, financial condition, liquidity, results of
operations and strategies may vary materially from those expressed
or implied in our forward-looking statements. The following factors
are examples of those that could cause actual results to vary from
our forward-looking statements: changes in interest rates and the
market value of the Company's investments, market volatility,
changes in mortgage default rates and prepayment rates, the
Company's ability to borrow to finance its assets, changes in
government regulations affecting the Company's business, the
Company's ability to maintain its exclusion from registration under
the Investment Company Act of 1940, the Company's ability to
maintain its qualification as a real estate investment trust, or
"REIT," and other changes in market conditions and economic trends,
such as changes to fiscal or monetary policy, heightened inflation,
slower growth or recession, and currency fluctuations. Furthermore,
forward-looking statements are subject to risks and uncertainties,
including, among other things, those described under Item 1A of the
Company's Annual Report on Form 10-K, which can be accessed through
the Company's website at www.ellingtonfinancial.com or at the SEC's
website (www.sec.gov). Other risks, uncertainties, and factors that
could cause actual results to differ materially from those
projected or implied may be described from time to time in reports
the Company files with the SEC, including reports on Forms 10-Q,
10-K and 8-K. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
This release and the information contained herein do not
constitute an offer of any securities or solicitation of an offer
to purchase securities.
About Ellington Financial
Ellington Financial invests in a diverse array of financial
assets, including residential and commercial mortgage loans,
reverse mortgage loans, residential and commercial mortgage-backed
securities, consumer loans and asset-backed securities backed by
consumer loans, collateralized loan obligations, non-mortgage and
mortgage-related derivatives, debt and equity investments in loan
origination companies, and other strategic investments. Ellington
Financial is externally managed and advised by Ellington Financial
Management LLC, an affiliate of Ellington Management Group,
L.L.C.
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version on businesswire.com: https://www.businesswire.com/news/home/20230522005666/en/
Investors: Ellington Financial Inc. Investor Relations (203)
409-3575 info@ellingtonfinancial.com or Media: Amanda Shpiner/Sara
Widmann Gasthalter & Co. for Ellington Financial (212) 257-4170
Ellington@gasthalter.com
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