EX-99.1 3 ex991-purchasepriceallocat.htm EX-99.1 Document
Exhibit 99.1
ELLINGTON FINANCIAL INC.
PRELIMINARY PURCHASE PRICE ALLOCATION
As of September 30, 2022, Ellington Financial Inc. (the “Company”) held a 49.6% ownership interest (the "Existing Equity Interest") in Longbridge Financial, LLC (“Longbridge”). On October 3, 2022, the Company acquired an additional 49.6% ownership interest (the "Additional Equity Interest") in Longbridge (the “Subject Transaction”). In combination, the Existing Equity Interest and the Additional Equity Interest constitute a controlling interest in Longbridge.
The total consideration for the Subject Transaction was $77.8 million, which is equal to the cash paid to acquire the Additional Equity Interest and the estimated fair value of the Existing Equity Interest (the “Total Consideration”).
The Company performed a preliminary allocation of the Total Consideration and recorded the underlying assets acquired (including certain identified intangible assets) and liabilities assumed based on their estimated fair values using the information available as of the acquisition date. This allocation is preliminary and subject to change. In conjunction with the preliminary purchase price allocation, the Company recognized a bargain purchase gain of $8.6 million, which is calculated as the recognized amount of the identifiable net assets acquired less: (i) the fair value of the consideration transferred, (ii) the estimated fair value of the previously held 49.6% equity interest in Longbridge, (iii) the fair value of the non-controlling interest, and (iv) the deferred tax liability associated with the bargain purchase gain.
The following table summarizes the Company’s preliminary purchase price allocation as of the acquisition date:
October 3, 2022
Purchase Price:(In thousands)
Cash$38,886 
Investment in unconsolidated entity, at fair value38,886 
Total Consideration77,772 
Allocated to:
Cash and cash equivalents26,510 
Restricted cash9,785 
Reverse mortgage loans, at fair value7,698,426 
Loan commitments, at fair value3,090 
Mortgage servicing rights, at fair value8,174 
Real estate owned8,511 
Financial derivatives—assets, at fair value978 
Other assets51,741 
Intangible assets, net3,500 
Total assets acquired7,810,715 
HMBS related obligations, at fair value 7,448,524 
Other secured borrowings218,261 
Interest payable1,273 
Accrued expenses and other liabilities51,592 
Total liabilities assumed7,719,650 
Total identifiable net assets91,065 
Non-controlling interests(1)
1,662 
Total net assets acquired89,403 
Deferred tax liability related to bargain purchase gain3,081 
Total net assets acquired less deferred tax liability86,322 
Bargain purchase gain$8,550 
(1)Represents net assets of Longbridge not acquired by the Company.