Ellington Financial Declares Interim Monthly Dividend of $0.06 Per Share
30 November 2023 - 8:20AM
Business Wire
Ellington Financial Inc. (NYSE: EFC) (the "Company" or
"Ellington Financial") today announced that its Board of Directors
has declared an interim monthly dividend of $0.06 per share of
common stock, payable on December 13, 2023 to stockholders of
record as of December 8, 2023. The Company expects to declare its
remaining dividend for the month of December in the ordinary
course.
The interim monthly dividend is being made in connection with
Ellington Financial’s pending merger (such transaction, the
“Merger”) with Arlington Asset Investment Corp. (“AAIC”), and was
calculated pursuant to the terms of the agreement governing the
Merger (the “Merger Agreement”). The Merger Agreement provides that
Ellington Financial is entitled to declare and pay a portion of its
monthly dividend prior to the closing date of the Merger, which is
expected to be December 14, 2023.
The Merger Agreement, as well as additional information
regarding the interim dividend and the proposed Merger, is included
in the proxy statement/prospectus relating to the Merger that was
filed with the Securities and Exchange Commission (the “SEC”) on
November 3, 2023.
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.
ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, Ellington Financial has
filed with the SEC a Registration Statement on Form S-4 (File No.
333-273309) (the "Registration Statement"), which was declared
effective by the SEC on November 2, 2023. The Registration
Statement includes a prospectus of Ellington Financial and a proxy
statement of AAIC (the “proxy statement/prospectus”). The proxy
statement/prospectus contains important information about Ellington
Financial, AAIC, the proposed Merger and related matters. Ellington
Financial and AAIC may file with the SEC other documents regarding
the Merger. This communication is not a substitute for the
Registration Statement, the proxy statement/prospectus or any other
document Ellington Financial or AAIC has filed or may file with the
SEC in connection with the proposed Merger and related matters.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION
STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS (INCLUDING ALL
AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR MAY BE FILED BY ELLINGTON FINANCIAL AND AAIC WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT ELLINGTON FINANCIAL, AAIC, AND THE
PROPOSED MERGER. Investors and security holders may obtain copies
of these documents free of charge through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed by Ellington
Financial with the SEC are also available free of charge on
Ellington Financial’s website at www.ellingtonfinancial.com. Copies
of the documents filed by AAIC with the SEC are also available free
of charge on AAIC’s website at www.arlingtonasset.com.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGER
Ellington Financial and AAIC and their respective directors and
executive officers and certain other affiliates of Ellington
Financial and AAIC may be deemed to be participants in the
solicitation of proxies from AAIC shareholders in connection with
the proposed Merger.
Information about the directors and executive officers of AAIC
is available in its Form 10-K, which was filed with the SEC on
March 31, 2023, and its Form 10-K/A, which was filed with the SEC
on May 1, 2023. Information about the directors and executive
officers of Ellington Financial is available in the proxy statement
for its 2023 annual meeting of stockholders, which was filed with
the SEC on April 6, 2023. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is contained in the proxy statement/prospectus. Shareholders of
AAIC should read the proxy statement/prospectus carefully before
making any voting or investment decisions. Investors may obtain
free copies of these documents from Ellington Financial or AAIC
using the sources indicated above.
NO OFFER OR SOLICITATION
This communication and the information contained herein does not
constitute an offer to sell or the solicitation of an offer to buy
or sell any securities or a solicitation of a proxy or of any vote
or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended. This communication may be deemed to be solicitation
material in respect of the proposed Merger.
FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. 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. Such forward-looking statements include statements
regarding the expected closing date of the Merger, Ellington
Financial’s payment of dividends; the timing of future events; and
other statements of management’s beliefs, intentions or goals.
These statements are based on Ellington Financial’s and AAIC’s
current expectations and beliefs and are subject to a number of
trends and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
Ellington Financial and AAIC can give no assurance that their
expectations will be attained. Factors that could cause actual
results to differ materially from Ellington Financial’s or AAIC’s
expectations include, but are not limited to, the risk that the
proposed Merger will not be consummated within the expected time
period or at all; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement; the failure to satisfy the conditions to the
consummation of the proposed Merger, including the approval of the
shareholders of AAIC; risks related to the disruption of
management’s attention from ongoing business operations due to the
proposed Merger; the effect of the announcement of the proposed
Merger on the operating results and businesses generally of
Ellington Financial and AAIC; the outcome of any legal proceedings
relating to the proposed Merger; the ability to successfully
integrate the businesses following the proposed Merger; changes in
interest rates or the market value of Ellington Financial’s or
AAIC’s investments; market volatility; changes in mortgage default
rates and prepayment rates; the availability and terms of
financing; changes in government regulations affecting the business
of Ellington Financial or AAIC; the ability of Ellington Financial
and AAIC to maintain their exclusion from registration under the
Investment Company Act of 1940; the ability of Ellington Financial
and AAIC to maintain their qualification as a REIT; changes in
market conditions and economic trends, such as changes to fiscal or
monetary policy, heightened inflation, slower growth or recession,
and currency fluctuations; and other factors, including those set
forth in the section entitled “Risk Factors” in Ellington
Financial’s most recent Annual Report on Form 10-K and AAIC s most
recent Annual Report on Form 10-K, as amended, and Ellington
Financial’s and AAIC’s Quarterly Reports on Form 10-Q filed with
the SEC, the proxy statement/prospectus and other reports filed by
Ellington Financial and AAIC with the SEC, copies of which are
available on the SEC’s website, www.sec.gov. Forward-looking
statements are not guarantees of performance or results and speak
only as of the date such statements are made. Except as required by
law, neither Ellington Financial nor AAIC undertakes any obligation
to update or revise any forward-looking statement in this
communication, whether to reflect new information, future events,
changes in assumptions or circumstances or otherwise.
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Ellington Financial Inc. Investor Relations (203) 409-3575
info@ellingtonfinancial.com
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