Business Context and Reporting Period
Company: Chimera Investment Corporation (CIM)
Filing Type: Form 8-K (Current Report)
Date of Report: February 17, 2023
Business Overview: The Company is a Maryland corporation with principal executive offices in New York. It trades common stock and multiple series of preferred stock on the New York Stock Exchange.
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes and Agreements
On February 17, 2023, the Company entered into new Distribution Agency Agreements and amendments to existing agreements to facilitate an "at-the-market" equity offering program.
- New Sales Agents: Added J.P. Morgan Securities LLC and UBS Securities LLC to the existing group of sales agents.
- Existing Sales Agents: JMP Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC.
- Offering Capacity: The Company may offer and sell shares of common stock with an aggregate offering price of up to $500,000,000.
- Commission Structure: Sales agents will receive a commission not exceeding 2.0% of the gross sales price per share.
- Registration: Shares will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (No. 333-261462).
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, outlook, or management commentary regarding future performance. The agreement contains customary representations, warranties, indemnification rights, and termination provisions. The Company retains the election to direct sales through the agents, who will use commercially reasonable efforts consistent with normal sales practices.
Investor Verification Checklist
- Verify the current market price of CIM common stock to assess the potential dilution impact of the $500 million offering capacity.
- Review the full text of the attached Distribution Agency Agreements (Exhibits 1.1 and 1.2) for specific termination clauses and conditions.
- Monitor subsequent filings to determine if and when shares are actually sold under this program.
- Confirm the status of the Company's Form S-3 shelf registration (No. 333-261462) to ensure it remains effective for future issuances.