MCLEAN,
Va., Dec. 13, 2023 /PRNewswire/ --
Arlington Asset Investment Corp. (NYSE: AAIC)
("Arlington") publicly
announced today, in connection with the anticipated merger
transaction with Ellington Financial Inc. (NYSE: EFC)
("Ellington Financial"), that it intends to voluntarily delist
from the New York Stock Exchange (the "NYSE") Arlington's 6.75% Senior Notes due 2025 and
6.000% Senior Notes due 2026 (collectively, the "Senior Notes") and
to deregister the Senior Notes under the Securities Exchange Act of
1934, as amended.
As previously announced, on May 29,
2023, Arlington entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
Ellington Financial, EF Merger Sub Inc., a wholly owned subsidiary
of Ellington Financial ("Merger Sub"), and, solely for the limited
purposes set forth therein, Ellington Financial Management LLC,
which, among other things, provides for the merger of Arlington with and into Merger Sub, with
Merger Sub continuing as the surviving corporation and a subsidiary
of Ellington Financial (the "Merger"). If the Merger is
completed, Merger Sub will assume the due and punctual performance
and observance of Arlington's
covenants, agreements and obligations under and relating to the
Senior Notes. Arlington has
decided to delist and deregister the Senior Notes in connection
with the Merger, which is expected to close on December 14, 2023, subject to the satisfaction of
the closing conditions set forth in the Merger Agreement and
discussed in detail in the proxy statement/prospectus filed with
the SEC on November 3, 2023.
On December 26, 2023, Arlington (or Merger Sub as its successor
following the anticipated closing of the Merger) intends to file a
Form 25 with the U.S. Securities and Exchange Commission (the
"SEC"), and it is expected that the last day of trading of the
Senior Notes on the NYSE will be Friday,
January 5, 2024. Arlington
has not made arrangements for the listing and/or registration of
the Senior Notes on another national securities exchange or for
quotation on another medium.
Arlington is taking this
voluntary action to delist and deregister the Senior Notes
because Arlington believes that,
following the anticipated closing of the Merger, the costs of
compliance, the demands on management's time and the resources
required to maintain the listing of the Senior Notes on the NYSE
will exceed the benefits.
About Arlington Asset Investment Corp.
Arlington Asset Investment Corp. (NYSE: AAIC) currently invests
primarily in mortgage related assets and has elected to be taxed as
a REIT. Arlington is
headquartered in the Washington,
D.C. metropolitan area. For more information, please
visit www.arlingtonasset.com.
Forward-Looking Statements
This communication contains certain "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Arlington and Ellington
Financial intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and include
this statement for purposes of complying with the safe harbor
provisions. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "will," "should," "may,"
"projects," "could," "estimates" or variations of such words and
other similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature, but not all forward-looking statements include such
identifying words. Forward-looking statements regarding
Arlington and Ellington Financial
include, but are not limited to, statements related to the proposed
Merger and the proposed delisting and deregistration of the Senior
Notes, including the anticipated timing, benefits and financial and
operational impact thereof; other statements of management's
belief, intentions or goals; and other statements that are not
historical facts. These forward-looking statements are based on
each of the companies' current plans, objectives, estimates,
expectations and intentions and inherently involve significant
risks and uncertainties. Actual results and the timing of events
could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation, risks and
uncertainties associated with: Arlington's and Ellington Financial's ability
to complete the proposed Merger on the proposed terms or on the
anticipated timeline, or at all, including risks and uncertainties
related to satisfaction of closing conditions to consummate the
proposed Merger; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement; risks related to diverting the attention of Arlington and Ellington Financial management
from ongoing business operations; failure to realize the expected
benefits of the proposed Merger; significant transaction costs
and/or unknown or inestimable liabilities; the risk of shareholder
litigation in connection with the proposed Merger, including
resulting expense or delay; the risk that Arlington's and Ellington Financial's
respective businesses will not be integrated successfully or that
such integration may be more difficult, time-consuming or costly
than expected; effects relating to the announcement of the proposed
Merger or any further announcements or the consummation of the
proposed Merger on the market price of Arlington's or Ellington Financial's common
stock; the availability of suitable investment or disposition
opportunities; changes in interest rates, interest rate spreads,
the yield curve and prepayment rates; the availability and terms of
financing; general economic conditions; market conditions;
inflationary pressures on the capital markets and the general
economy; legislative and regulatory changes that could adversely
affect the businesses of Arlington
and Ellington Financial; risks relating to the uncertainty and
economic impact of a resurgence of the COVID-19 pandemic or other
public health emergencies; and other risks and uncertainties
affecting Arlington and Ellington
Financial, including those described from time to time under the
caption "Risk Factors" and elsewhere in Arlington's and Ellington Financial's SEC
filings and reports, including Arlington's Annual Report on Form 10-K for the
year ended December 31, 2022, as
amended, Ellington Financial's Annual Report on Form 10-K for the
year ended December 31, 2022, and
other filings and reports by either company. Moreover, other risks
and uncertainties of which Arlington or Ellington Financial are not
currently aware may also affect each of the companies'
forward-looking statements and may cause actual results and the
timing of events to differ materially from those anticipated. The
forward-looking statements made in this communication are made only
as of the date hereof or as of the dates indicated in the
forward-looking statements, even if they are subsequently made
available by Arlington or
Ellington Financial on their respective websites or otherwise.
Neither Arlington nor Ellington
Financial undertakes any obligation to update or supplement any
forward-looking statements to reflect actual results, new
information, future events, changes in its expectations or other
circumstances that exist after the date as of which the
forward-looking statements were made, except as required by
law.
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SOURCE Arlington Asset Investment Corp.