Ellington Residential Mortgage REIT (NYSE:EARN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Company) and Ellington Residential Mortgage Management LLC, the
Companys manager, entered into an underwriting agreement (the
Underwriting Agreement) with Morgan Stanley Co. LLC, as
representative of the underwriters named therein (the
Underwriters), in connection with an underwritten public offering
of 3,000,000 of its common shares of beneficial interest, par
value $0.01 per share, which we refer to as common shares. to the
Underwriting Agreement, the Company granted the Underwriters a
30-day option to purchase up to an additional 450,000 common
shares. The closing of the offer and sale of 3,000,000 common
shares is expected to occur on May 15, 2017. The offering is
being conducted to the Companys effective registration statement
on Form S-3 (File No. 333-199185), including the base prospectus,
dated October 20, 2014 that forms a part thereof, as supplemented
by the prospectus supplement, dated May 10, 2017.
warranties of the parties and indemnification and contribution
provisions under which the Company has agreed to indemnify the
Underwriters against certain liabilities. The foregoing summary
of the terms of the Underwriting Agreement is only a brief
description of certain terms therein and does not purport to be a
complete description of the rights and obligations of the parties
thereunder. A copy of the Underwriting Agreement is attached
hereto as Exhibit 1.1 and is incorporated by reference herein.
Company with an opinion regarding the legality of the shares and
Hunton Williams LLP has provided the Company with an opinion as
to certain tax matters. Copies of the opinions are attached to
this report as Exhibits 5.1 and 8.1, respectively, and are
incorporated herein by reference.
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.
this Current Report on Form 8-K.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated May 10, 2017, by and
among Ellington Residential Mortgage REIT, Ellington Residential Mortgage Management LLC and Morgan Stanley Co. LLC, as representative of the underwriters named therein |
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5.1
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Opinion of Venable LLP as to the legality of the common
shares |
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8.1
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Opinion of Hunton Williams LLP as to certain tax
matters |
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23.1
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Consent of Venable LLP (included in Exhibit 5.1)
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23.2
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Consent of Hunton Williams LLP (included in Exhibit
8.1) |
About Ellington Residential Mortgage REIT (NYSE:EARN)
Ellington Residential Mortgage REIT is a real estate investment trust. The Company conducts its business through its subsidiaries, EARN OP GP LLC and Ellington Residential Mortgage LP (the Operating Partnership). It specializes in acquiring, investing in and managing residential mortgage- and real estate-related assets. It constructs and managing a portfolio consisting of residential mortgage-backed securities (RMBS) for which the principal and interest payments are guaranteed by the United States Government agency or the United States Government-sponsored entity (Agency RMBS) and, to a lesser extent, RMBS backed by prime jumbo, Alternative A-paper manufactured housing, and subprime residential mortgage loans (non-Agency RMBS). Its Agency RMBS include residential mortgage pass-through certificates, collateralized mortgage obligations (CMOs) and to-be-announced mortgage pass-through certificates (TBAs). Its non-agency RMBS include investment grade and non-investment grade classes. Ellington Residential Mortgage REIT (NYSE:EARN) Recent Trading Information
Ellington Residential Mortgage REIT (NYSE:EARN) closed its last trading session down -0.04 at 14.38 with 397,956 shares trading hands.
