Terms

Series

Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Rate Type

Fixed To Floating

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

April 30, 2028

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Any Future Senior Stock, All Liabilities And Preferred Equity Of Existing And Future Subsidiaries; Pari Passu With: Series A Fixed-To-Floating Rate Cumulative Redeemable Preferred Stock (6.750%), Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock (6.250%), Any Future Parity Stock; Senior To: Common Stock, All Other Junior Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Prospectus Summary

Ellington Financial Inc. (NYSE: EFC), a mortgage-focused REIT, is offering Series C Fixed-Rate Reset Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference and $0.001 par value. The security carries a fixed dividend rate (to be set at pricing) until April 30, 2028, after which it resets every five years to the then-current five-year U.S. Treasury rate plus a fixed spread. It is cumulative, meaning any unpaid dividends accrue and must be paid in full before any distributions can be made on common stock or junior securities. The issuer may redeem shares at $25.00 on or after April 30, 2028. As a holding company issue, the Series C Preferred ranks senior to EFC's common stock and parity with its existing Series A and Series B preferred shares, but is effectively junior to all ~$12.4 billion of consolidated indebtedness (including ~$7.8 billion of non-recourse HMBS obligations) and to all liabilities and preferred equity of subsidiaries. There is no regulatory Tier 1 capital call provision; however, EFC retains the right to redeem the preferred early solely to preserve its REIT qualification. There is also a special optional redemption right exercisable within 120 days of a Change of Control at $25.00 plus accrued dividends. Dividends are payable quarterly in arrears on or about January 30, April 30, July 30, and October 30, with record dates approximately one month prior to each payment date. As a REIT, EFC's preferred dividends are generally classified as ordinary income rather than qualified dividend income, meaning they do not benefit from the 15%/20% QDI preferential rate for individual investors or the corporate dividends-received deduction. Dividend payments may be restricted if debt covenants prohibit them or if Delaware surplus requirements are not met; if six or more quarterly dividends are missed, preferred holders gain limited board representation rights.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

There is no traditional dividend stopper clause blocking common stock dividends if preferred dividends are unpaid; however, certain debt instruments may restrict the payment of dividends on the Series C Preferred Stock, and Delaware law requires adequate surplus for any cash dividend payment.

Other Preferreds from Ellington Financial Inc.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 54 (Average)