ISS Joins Glass Lewis in Recommending EARN Shareholders Vote “FOR” Proposals Related to Strategic Transformation
Ellington Credit Company Strongly Encourages Shareholders to Vote “For” the Transformation by
“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
“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
“Every vote is important and we strongly encourage all shareholders of the Company to follow the recommendations of ISS, Glass Lewis, and the
If shareholders of the Company have any questions or need assistance in voting their shares, they should contact the Company’s proxy solicitor,
Following consummation of the events described in the Conversion Proposals, the Company's common shares will continue to be listed on the
About
Important Additional Information and Where to Find It
In connection with the Conversion Proposals and the Annual Meeting, the Company has filed with the
This release relates to the Proxy Statement that we have filed with the
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
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
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