Business Context and Reporting Period
Company: Chimera Investment Corporation (CIM)
Filing Type: Form 8-K (Current Report)
Date of Report: February 18, 2022
Reporting Period: Event date of February 18, 2022
The Company is a Maryland corporation with principal executive offices in New York, New York. It has multiple classes of securities registered on the New York Stock Exchange, including Common Stock and four series of Preferred Stock (Series A, B, C, and D).
Key Financial Metrics
This filing is a Current Report regarding a material definitive agreement and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Capital Markets Activity:
- Offering Capacity: Up to $500,000,000 aggregate offering price of Common Stock.
- Commission Rate: Up to 2.0% of the gross sales price per share.
Material Changes
On February 18, 2022, the Company entered into separate Distribution Agency Agreements (Sales Agreements) with five sales agents: JMP Securities LLC, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, and RBC Capital Markets, LLC.
These agreements establish an "at-the-market" (ATM) equity offering program, allowing the Company to sell shares of its Common Stock from time to time through the agents on the New York Stock Exchange or to market makers. This represents a new mechanism for equity capital raising compared to prior periods where such specific agreements were not in place.
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company's intent to utilize the Sales Agreements to sell shares as directed, subject to the agents' normal sales and trading practices. The shares will be issued pursuant to an automatic shelf registration statement on Form S-3 (No. 333-261462).
Risks and Contingencies:
- Market Risk: Sales are subject to market conditions and the discretion of the Sales Agents.
- Dilution: The issuance of up to $500 million in new shares may dilute existing shareholders.
- Costs: The Company incurs commission costs of up to 2.0% on shares sold.
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the current market price of Common Stock (CIM) to assess the potential dilution impact of the $500 million ATM program.
- Review the Company's most recent 10-Q or 10-K for actual liquidity and debt levels, as this 8-K does not provide them.
- Monitor future filings to determine the actual volume of shares sold under the new Sales Agreements.
- Confirm the status of the automatic shelf registration statement (No. 333-261462) referenced in the filing.