Monitor the December 2, 2026 stockholder votes for both MITT and CHMI. The fixed exchange ratio means CHMI stockholders' value is tied to MITT's stock price until close. Watch for any competing proposals or regulatory delays that could affect the timeline or termination fee triggers.
Price Chart
Executive Summary
TPG Mortgage Investment Trust (MITT) filed Amendment No. 1 to its S-4 registration statement for the proposed acquisition of Cherry Hill Mortgage Investment Corporation (CHMI). Under the Merger Agreement, each CHMI common share will be exchanged for 0.3063 MITT shares plus $0.41 in cash from MITT and $0.52 in cash from MITT's external manager, totaling approximately $3.10 per share at announcement. MITT stockholders will own ~73% and CHMI stockholders ~27% of the combined company. The deal is expected to close in Q4 2026, subject to stockholder votes and regulatory approvals.
Key Facts
- Fixed exchange ratio of 0.3063 MITT shares per CHMI share, plus $0.41 cash from MITT and $0.52 cash from MITT Manager per CHMI share
- MITT stockholders to own ~73% and CHMI stockholders ~27% of combined company post-merger
- Combined company pro forma total stockholders' equity of ~$740M ($422M common, $318M preferred)
- Special stockholder meetings scheduled for December 2, 2026
- CHMI preferred shares (Series A and B) to convert into newly issued MITT preferred shares (Series D and E) with substantially similar terms
- MITT expects to issue ~11.6M new common shares to CHMI stockholders
- Termination fees: $7.99M payable by MITT, $4.7M payable by CHMI under certain circumstances
- Transaction expected to close in Q4 2026, subject to stockholder approvals and regulatory clearances
Financial Impact
Pro forma combined equity of ~$740M; MITT to issue ~11.6M new common shares; implied deal value of ~$3.10 per CHMI share at announcement
Risk Factors
- Failure to obtain required stockholder approvals from both MITT and CHMI
- Regulatory approvals not obtained, including Fannie Mae, Freddie Mac, and state authorities for Aurora change of control
- Market price decline of MITT common stock reduces value of consideration for CHMI stockholders
- Integration risks and potential failure to realize anticipated cost savings and operational efficiencies
- Litigation challenging the merger could delay or prevent closing
Investment Themes
Documents Analyzed
This report is based on 13 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001628280-26-064663 |
| Exhibit: exhibit81-huntonreitopinio.htm | 0001628280-26-064663 |
| Exhibit: exhibit83-mbreitopinionxc.htm | 0001628280-26-064663 |
| Exhibit: exhibit84-mbreorgopinionxc.htm | 0001628280-26-064663 |
| Exhibit: exhibit82-huntonreorgopini.htm | 0001628280-26-064663 |
| Exhibit: exhibit51-venableopinion.htm | 0001628280-26-064663 |
| Exhibit: exhibit992-consentofbtigll.htm | 0001628280-26-064663 |
| Exhibit: exhibit991-pipersandlercon.htm | 0001628280-26-064663 |
| Exhibit: exhibit232-eyconsent102026.htm | 0001628280-26-064663 |
| Exhibit: exhibit231-consentofdeloit.htm | 0001628280-26-064663 |
| Document: 0001628280-26-064663-index-headers.html | 0001628280-26-064663 |
| Document: 0001628280-26-064663-index.html | 0001628280-26-064663 |
| Document: 0001628280-26-064663.txt | 0001628280-26-064663 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 9, 2026 18d ago | EFFECT | $5.63 | awaiting T+20 | — | $5.49 (−2.49%) |
Oct 2, 2026 25d ago | S-4/A | $5.63 | awaiting T+20 | — | $5.49 (−2.49%) |
Aug 13, 2026 10w ago | Institutional Cluster | $6.72 $6.56 | ▲ +2.38% | ▲ +0.63% | $5.49 (+18.30%) |
Aug 10, 2026 11w ago | 8-K | $6.32 $6.78 | ▼ −7.28% | ▼ −8.19% | $5.49 (+13.13%) |
Aug 10, 2026 11w ago | 8-K | $6.32 $6.78 | ▲ +7.28% | ▲ +8.19% | $5.49 (−13.13%) |
Mar 16, 2026 32w ago | DEFA14A | $7.67 $7.90 | ▲ +2.96% | ▼ −1.34% | $5.49 (−28.45%) |
Feb 28, 2026 34w ago | Institutional Cluster | $7.87 $7.16 | ▼ −8.98% | ▼ −1.04% | $5.49 (−30.21%) |
US Market Status
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