OLD GREENWICH, Conn.--(BUSINESS WIRE)--Jan. 9, 2019--
Ellington Financial LLC (NYSE: EFC) ("Ellington Financial" or the
"Company") announced today the offer to exchange up to $86,000,000 of
5.50% Senior Notes due September 1, 2022 (the “New Notes”), to be issued
by the Company’s subsidiaries EF Holdco Inc. and EF Cayman Holdings Ltd.
(the “Issuers”) along with other Company subsidiaries that may be added
as issuers, for any or all of Ellington Financial’s $86,000,000
outstanding 5.25% Senior Notes due September 1, 2022 (the “Outstanding
Notes”). Holders of a majority of the Outstanding Notes have already
entered into agreements with the Company to participate in the exchange.
The exchange offer will expire at 5:00 P.M., New York City time, on
February 6, 2019, unless further extended.
The New Notes will be issued only to Qualified Institutional Buyers
pursuant to a new indenture, will be guaranteed fully and
unconditionally by Ellington Financial, and will not be registered and
thus will be subject to certain transfer restrictions. Any Outstanding
Notes that are not tendered in the exchange offer will continue to be
subject to the indenture governing the Outstanding Notes, as
supplemented by a first supplemental indenture which will take effect
upon consummation of the exchange offer.
The exchange offer is conditioned upon Ellington Financial’s decision to
elect to be taxed as a corporation for U.S. federal income tax purposes.
As previously announced, Ellington Financial currently expects to elect
to be taxed as a corporation in order to facilitate its planned
qualification and election to be taxed as a REIT for U.S. federal income
tax purposes. If Ellington Financial does not elect to be taxed as a
corporation for U.S. federal income tax purposes by April 30, 2019, the
exchange offer will not be consummated and will be abandoned, unless
prior to such date Ellington Financial announces the extension of such
The terms of the exchange offer are described in an exchange offer and
consent solicitation, which shall be made available to noteholders who
are Qualified Institutional Buyers. Requests for assistance or for
copies of the exchange offer and consent solicitation and related letter
of transmittal should be directed to the exchange agent, by registered
and certified mail or by regular mail or courier, or by telephone or
email, to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York,
New York 10005; Banks and Brokers call: (212) 269-5550; All others call:
(800) 515-4507; Email: firstname.lastname@example.org.
Noteholders should visit www.dfking.com/efc
to complete the eligibility process.
This press release is not an offer to exchange the New Notes for the
Outstanding Notes or the solicitation of an offer to exchange, which we
are making only through the exchange offer and consent solicitation. The
New Notes have not been and will not be registered under the Securities
Act of 1933 (the “Securities Act”) or applicable state securities laws
and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the
Securities Act and applicable state laws.
About Ellington Financial LLC
Ellington Financial LLC is a specialty finance company that invests in a
diverse array of financial assets, including residential and commercial
mortgage-backed securities, residential and commercial mortgage loans,
consumer loans and asset-backed securities backed by consumer loans,
collateralized loan obligations, corporate equity and debt securities
(including distressed debt), non-mortgage and mortgage-related
derivatives, equity investments in mortgage-related entities, and other
strategic investments. Ellington Financial LLC is externally managed and
advised by Ellington Financial Management LLC, an affiliate of Ellington
Management Group, L.L.C.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190109005806/en/
Source: Ellington Financial LLC
Ellington Financial LLC
& Co., for Ellington Financial LLC
Amanda Klein / Kevin