Ellington Credit Co美股招股说明书(2026-03-30版)

Ellington Credit Company$50,000,0008.50% Notes due 2031 Ellington Credit Company (the “Fund”) is a non-diversified, closed-end management investment company that has registeredas an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investmentobjectives are to generate attractive current yields and risk-adjusted total returns for its shareholders. The Fund seeks to achieve itsinvestment objectives by investing primarily in mezzanine debt and equity tranches of corporate collateralized loan obligations(“CLOs”), which are securitizations that are collateralized by portfolios of corporate credit assets. See“Prospectus Summary—Principal Investment Strategies—Collateralized Loan Obligation (CLO) Overview.” The investment adviser to the Fund is Ellington Credit Company Management LLC (the “Adviser”). The Adviser isregistered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment AdvisersAct of 1940, as amended (the “Advisers Act”). The Adviser is a wholly owned subsidiary of Ellington Management Group, L.L.C.(“EMG” and, together with the Adviser, “Ellington”). The Fund is offering $50,000,000in aggregate principal amount of 8.50% notes due 2031 (the “Notes”). The Notes willmature on March 30,2031, unless earlier redeemed or repurchased. The Fund will pay interest on the Notes quarterly on March 30,June 30, September 30 and December 30 of each year, beginning June 30, 2026. The Notes will be issued in minimum denominationsof $25 and integral multiples of $25 in excess thereof. On or after March 30,2028(the “Optional Redemption Date”), the Fund may redeem the Notes, in whole or in part, at anytime and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued andunpaid interest thereon to, but excluding, the redemption date. See “Description of the Notes—Optional Redemption”. Additionally, ifa Change of Control Repurchase Event (as defined below) occurs, unless the Fund has exercised its right to redeem the Notes in full,holders of the Notes will have the right, at their option, to require the Fund to make an offer to repurchase any or all of the Notes forcash at a purchase price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, butexcluding, the date of purchase. See “Description of the Notes—Offer to Repurchase Upon a Change of Control RepurchaseEvent.” Upon issuance, the Notes will be direct senior unsecured obligations of the Fund and will rankpari passu, or equally, with alloutstanding and future unsecured unsubordinated indebtedness issued by the Fund. Because the Notes will not be secured by any of the Fund’s assets, they will be effectively subordinated, or junior, to any ofthe Fund’s secured indebtedness and guarantees (including unsecured indebtedness, if any, that the Fund may later secure) with respectto the collateral securing such indebtedness and guarantees. The Notes will be structurally subordinated to all existing and futureindebtedness and other obligations of any of the Fund’s subsidiaries since the Notes will be obligations exclusively of the Fund and notof any of its subsidiaries. None of the Fund’s subsidiaries is a guarantor of the Notes and the Notes will not be required to beguaranteed by any subsidiary the Fund may acquire or create in the future. For further discussion, see the section titled “Description ofthe Notes” in this prospectus. The Notes will also rankpari passuwith, or equal to, the Fund’s general liabilities (i.e., liabilities, excluding indebtedness).These general liabilities totaled $15.3 million as of September 30, 2025. The Fund does not currently have outstanding debt that issubordinated to the Notes. Therefore, the Notes will not be senior to any of the Fund’s current indebtedness or obligations. The Fund intends to list the Notes on The New York Stock Exchange, and the Fund expects trading to commence thereonwithin 30 days of the original issue date under the trading symbol “ELLA”. The Notes are expected to trade “flat.” This means thatpurchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the Notes that is not included in the tradingprice. Currently, there is no public market for the Notes, and there can be no assurance that one will develop. This prospectus, any prospectus supplement, any free writing prospectus, and the documents incorporated by reference in thisprospectus contain important information about the Fund that a prospective investor should know before investing in the Notes. Pleaseread these documents before investing and keep them for future reference. The Fund files annual, quarterly, semi-annual and currentreports, proxy statements and other information about the Fund with the SEC. The information is available free of charge, and securityholders may make inquiries by contacting the Fund a