# Cherry Hill Mortgage Investment Corp (CHMI-PB) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_9ced52c9ac5dda74c637 · retrieved 2026-08-12T07:20:56.565Z ## Overview TPG Mortgage Investment Trust, Inc. is a real estate investment trust that invests in residential mortgage assets, including non-agency residential mortgage-backed securities, home equity loans, and mortgage servicing rights, with a focus on the residential mortgage ecosystem. TPG Mortgage Investment Trust, Inc. announced a definitive agreement to acquire Cherry Hill Mortgage Investment Corporation in an all-stock transaction. The combined company will have a market capitalization increase of approximately 36% and an equity capital base of approximately $750 million. TPG, MITT's manager, will contribute approximately $20 million in cash alongside approximately $15 million from MITT's balance sheet, creating a cash-to-stock consideration mix of approximately 30%. The transaction is expected to generate annual cost synergies in the range of approximately $7 million to $9 million. MITT expects to close the strategic acquisition in the fourth quarter of 2026. ## Terms - Counterparty: Cherry Hill Mortgage Investment Corporation · Deal value: $117.5M · Consideration: mixed · Premium: 29.0% ## Key dates - Announced 2026-08-10 · Expected close 2026-12-31 ## Timeline - 2026-08-10 · 8-K (0001140361-26-031930): 8-K - Cherry Hill Mortgage Investment Corp — *Cherry Hill Mortgage Investment Corporation is a real estate investment trust (REIT) that owns and services mortgage loans, including forward and reverse mortgage loans.* Cherry Hill Mortgage Investment Corporation agreed to merge with TPG Mortgage Investment Trust, Inc. in an all-stock and cash transaction. Under the merger agreement dated August 9, 2026, each share of Cherry Hill common stock will be converted into 0.3063 shares of TPG common stock plus $0.41 in cash from TPG and an additional $0.52 per share in cash from AG REIT Management, LLC (Parent Manager), for total cash consideration of $0.93 per share. The merger is structured as two sequential mergers: first, Cherry Hill Operating Partnership merges into Cherry Hill, then Cherry Hill merges into TPG Merger Sub II, LLC. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Preferred stockholders will receive one share of corresponding TPG preferred stock for each share held. The boards of both companies have approved the transaction, which is subject to customary closing conditions including stockholder approvals and regulatory approvals. https://www.sec.gov/Archives/edgar/data/1571776/0001140361-26-031930.txt - 2026-08-10 · 425 (0001628280-26-054991): 425 - Cherry Hill Mortgage Investment Corp — *TPG Mortgage Investment Trust, Inc. is a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S. mortgage market, externally managed and advised by AG REIT Management, LLC, an affiliate of TPG Inc.* TPG Mortgage Investment Trust, Inc. (MITT) announced a definitive agreement to acquire Cherry Hill Mortgage Investment Corporation (CHMI) by merger. The transaction will be submitted to stockholders of both companies for approval. MITT expects to file a registration statement on Form S-4 with the SEC that will include a joint proxy statement/prospectus containing details about the proposed merger, which is expected to significantly enhance MITT's scale and long-term earnings power by expanding its equity capital base, driving meaningful cost synergies, and incorporating complementary, durable cash flows. https://www.sec.gov/Archives/edgar/data/1571776/0001628280-26-054991.txt - 2026-08-10 · 425 (0001140361-26-031935): 425 - Cherry Hill Mortgage Investment Corp — *Cherry Hill Mortgage Investment Corporation is a residential mortgage real estate investment trust (REIT) that invests in a diversified portfolio of residential mortgage-related assets in the U.S. mortgage market.* On August 9, 2026, Cherry Hill Mortgage Investment Corporation (CHMI) signed a definitive agreement to be acquired by TPG Mortgage Investment Trust, Inc. (MITT) in a transaction with an implied value of approximately $117.5 million. Under the merger agreement, each share of outstanding CHMI common stock will be canceled and converted into the right to receive 0.3063 shares of MITT common stock and $0.93 in cash per share. The transaction represents a 29% premium to CHMI's closing share price on August 7, 2026 (the last trading day prior to announcement) and a 32% premium to the 30-day volume-weighted average price. The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions including approval by both MITT and CHMI stockholders. https://www.sec.gov/Archives/edgar/data/1571776/0001140361-26-031935.txt - 2026-08-10 · 425 (0001628280-26-055337): 425 - Cherry Hill Mortgage Investment Corp — *TPG Mortgage Investment Trust, Inc. is a real estate investment trust that invests in residential mortgage assets, including non-agency residential mortgage-backed securities, home equity loans, and mortgage servicing rights, with a focus on the residential mortgage ecosystem.* TPG Mortgage Investment Trust, Inc. announced a definitive agreement to acquire Cherry Hill Mortgage Investment Corporation in an all-stock transaction. The combined company will have a market capitalization increase of approximately 36% and an equity capital base of approximately $750 million. TPG, MITT's manager, will contribute approximately $20 million in cash alongside approximately $15 million from MITT's balance sheet, creating a cash-to-stock consideration mix of approximately 30%. The transaction is expected to generate annual cost synergies in the range of approximately $7 million to $9 million. MITT expects to close the strategic acquisition in the fourth quarter of 2026. https://www.sec.gov/Archives/edgar/data/1571776/0001628280-26-055337.txt ## Citations - 0001140361-26-031930 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126031930 - 0001628280-26-054991 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026054991 - 0001140361-26-031935 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126031935 - 0001628280-26-055337 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026055337