Ellington Credit Company Strongly Encourages
Shareholders to Vote “For” the Transformation by Monday October
28
Ellington Credit Company (NYSE: EARN) (the "Company") today
announced that Institutional Shareholder Services Inc. ("ISS")
became the second leading independent proxy advisory firm, joining
Glass Lewis, to recommend that shareholders of the Company vote
“FOR” the proposals (the "Conversion Proposals") set forth by the
Board of Trustees of the Company (the "Board") that would allow the
Company to complete its conversion to a closed-end investment
company registered under the Investment Company Act of 1940, as
amended (the “1940 Act”) (a “registered closed-end fund”), which
would be treated as a regulated investment company (a “RIC”) under
the Internal Revenue Code of 1986, as amended.
“I am pleased that ISS and Glass Lewis recognize the benefits to
EARN's shareholders of our planned conversion to a registered
closed-end fund/RIC focused on corporate CLOs, and are supportive
of our Board of Trustees’ recommendation to vote “FOR” the
Conversion Proposals,” said Laurence Penn, Chief Executive Officer
and President of the Company.
“The RIC conversion would enable us to complete our strategic
transformation, which we believe will provide for greater
risk-adjusted returns over the long term, while also affording
shareholders with the additional protections provided by the 1940
Act. In addition, we anticipate a more favorable cost of capital as
a RIC to support future earnings.
“As a RIC, we would generally not be subject to corporate income
tax. If the conversion is not approved by shareholders, however, we
would operate as a taxable C-Corporation and be subject to
corporate income tax. We would also need to hold a portfolio of
Agency MBS pools to maintain our exemption from the 1940 Act, and
thus be unable to complete the full transition of our investment
portfolio to corporate CLOs."
As previously announced, the Company's 2024 annual meeting of
shareholders (the “Annual Meeting”) will be held on Wednesday
October 30, 2024 at 10:00 a.m., Eastern Time, in virtual-only
meeting format, to consider and vote upon, among other items, the
Conversion Proposals.
“Every vote is important and we strongly encourage all
shareholders of the Company to follow the recommendations of ISS,
Glass Lewis, and the Board of Trustees by voting “FOR” the
Conversion Proposals. We recommend that you enter your vote by
Monday October 28, 2024, in order to ensure adequate time for
tabulation prior to the Annual Meeting,” added Mr. Penn.
If shareholders of the Company have any questions or need
assistance in voting their shares, they should contact the
Company’s proxy solicitor, Sodali, & Co., by calling +1 (800)
662-5200. In addition, you may contact the Company’s Investor
Relations representatives, at +1 (212) 257-4170 or by email at
ellington@gasthalter.com.
Following consummation of the events described in the Conversion
Proposals, the Company's common shares will continue to be listed
on the New York Stock Exchange under the ticker symbol “EARN.”
About Ellington Credit Company
Ellington Credit Company, formerly known as Ellington
Residential Mortgage REIT, was initially formed as a real estate
investment trust ("REIT") that invested primarily in residential
mortgage-backed securities ("MBS"). On March 29, 2024, the
Company’s Board approved a strategic transformation of its
investment strategy to focus on corporate CLOs, with an emphasis on
mezzanine debt and equity tranches. In connection with this
transformation, the Company revoked its election to be taxed as a
REIT effective January 1, 2024, and rebranded to Ellington Credit
Company. The Company intends, subject to shareholder approval of
the Conversion Proposals, to convert to a closed-end fund and
complete its transition from an MBS-focused company to a
CLO-focused company later in 2024.
Ellington Credit Company is externally managed and advised by
Ellington Credit Company Management LLC, an affiliate of Ellington
Management Group, L.L.C.
Important Additional Information and Where to Find It
In connection with the Conversion Proposals and the Annual
Meeting, the Company has filed with the U.S. Securities and
Exchange Commission a definitive proxy statement on Schedule 14A
(the "Proxy Statement"). The Proxy Statement contains important
information about the Company, the Conversion Proposals and related
matters. This release is for information purposes only and is not
an offer to sell any securities and is not soliciting an offer to
buy any securities. The information contained in this release does
not constitute or form part of any offer for sale or subscription
of or solicitation or invitation of any offer to buy or subscribe
for any securities, nor shall it or any part of it form the basis
of or be relied on in connection with any contract or commitment
whatsoever.
This release relates to the Proxy Statement that we have filed
with the SEC and have mailed to shareholders. The information
relates to the proposals for which we seek shareholder approval for
in our Proxy Statement, including the Conversion Proposals (the
“Proposals”). The Proxy Statement contains important information
about us, Ellington, the Proposals and related matters.
Shareholders are urged to read carefully and in their entirety all
relevant documents filed with the SEC, including the Proxy
Statement, as well as any amendments or supplements thereto,
because they contain important information about us, Ellington
Management Group, L.L.C., the Proposals and related matters.
INVESTORS AND SHARE HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR MAY BE FILED BY THE COMPANY
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE COMPANY, AND THE CONVERSION
PROPOSALS. Shareholders will be able to obtain the documents filed
with the SEC free of charge from the SEC’s website (www.sec.gov).
Copies of the documents filed by the Company with the SEC are also
available free of charge on the Company’s website at
www.ellingtoncredit.com.
Participants in the Solicitation Relating to the Conversion
Proposals
The Company and certain of its respective directors and
executive officers and certain other affiliates of the Company may
be deemed to be participants in the solicitation of proxies from
the common shareholders of the Company in respect of the Conversion
Proposals. Information regarding the Company and its trustees and
executive officers and their ownership of common stock of the
Company can be found in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the SEC on
March 12, 2024 and amended on April 12, 2024, and the Proxy
Statement. These documents are available free of charge on the
SEC’s website and from the Company, using the sources indicated
above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain 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
"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. 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
numerous 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 those stated or implied by our forward-looking
statements: changes in interest rates and the market value of the
Company's investments, market volatility, changes in the default
rates on corporate loans, 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, our
ability to pivot our investment strategy to focus on collateralized
loan obligations ("CLOs"), a deterioration in the CLO market, our
ability to utilize our net operating loss carryforwards, our
ability to convert to a closed end fund/RIC, including our ability
to obtain shareholder approval of our conversion to a closed end
fund/RIC, 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, as stated above, forward-looking statements are
subject to numerous 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 link to the
Company's SEC filings under "For Investors" on the Company's
website (at www.ellingtoncredit.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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241024697957/en/
Investors: Ellington Credit Company Investor Relations (203)
409-3773 info@ellingtoncredit.com
or
Media: Amanda Shpiner/Grace Cartwright Gasthalter & Co. for
Ellington Credit Company (212) 257-4170
Ellington@gasthalter.com
Grafico Azioni Ellington Credit (NYSE:EARN)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Ellington Credit (NYSE:EARN)
Storico
Da Gen 2024 a Gen 2025
