Item 1.01. Entry into a Material Definitive Agreement OnJanuary 20, 2022 ,Ellington Financial Inc. (the "Company") andEllington Financial Management LLC , the Company's manager, entered into separate equity distribution agreements (each an "Agreement" and collectively, the "Agreements") with each ofB. Riley Securities, Inc. ,Piper Sandler & Co. , andJonesTrading Institutional Services LLC (each an "Agent" and together the "Agents") relating to the offer and sale of shares of the Company's (i) 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,$0.001 par value per share (the "Series A Preferred Stock"), and (ii) 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock,$0.001 par value per share (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Offered Stock"). In accordance with the terms of the Agreements, the Company may offer and sell shares of Offered Stock having a maximum aggregate gross sales price of up to$100,000,000 (the "Shares"), from time to time, through the Agents. 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 theNew 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 Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-254762). The Company has filed a prospectus supplement, datedJanuary 20, 2022 , to the prospectus, datedApril 9, 2021 , with theSecurities and Exchange Commission (the "SEC") in connection with the offer and sale of the Shares from time to time in the future. 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 such 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 filed as Exhibit 1.1 hereto and incorporated by reference herein. In connection with the filing of the form of the Agreement, 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 (this "Report") 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.
Amendment to Operating Agreement of Operating Partnership
In connection with the Agreements relating to the offer and sale of the Shares,
the Limited Liability Company Operating Agreement of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
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Designations"). The Series A Certificate of Amendment and the Series B
Certificate of Amendment became effective upon filing on
Cautionary Statement Regarding Forward-Looking Statements
This Report 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. Our actual
results may differ from our 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 "anticipate," "estimate," "will,"
"should," "may," "expect," "project," "believe," "intend," "seek," "plan" and
similar expressions or their negative forms, or by references to strategy,
plans, or intentions Our results can fluctuate from month to month depending on
a variety of factors, some of which are beyond our control and/or are difficult
to predict, including, without limitation, changes in interest rates, changes in
mortgage default rates and prepayment rates, and other changes in market
conditions and economic trends, including the ongoing spread and economic
effects of the novel coronavirus (COVID-19). Furthermore, forward-looking
statements are subject to risks and uncertainties, including, among other
things, those described under Item 1A of our Annual Report on Form 10-K, as
amended, which can be accessed through the link to our
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K. 1.1 Form of Equity Distribution Agreement 3.1 Certificate of Amendment of Certificate of Designations of 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ofEllington Financial Inc . 3.2 Certificate of Amendment of Certificate of Designations of 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock ofEllington Financial Inc . 5.1 Opinion ofVinson & Elkins L.L.P. as to the legality of the common shares 10.1 Third Amendment to Limited Liability Company Operating Agreement ofEllington Financial Operating Partnership LLC , by and between the Company,Ellington Financial Operating Partnership LLC andEMG Holdings, L.P. , dated as ofJanuary 1, 2013 23.1 Consent ofVinson & Elkins L.L.P. (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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