UPLOAD: SEC-generated letter
Published on November 14, 2007
Mail Stop 4561
October 11, 2007
R. Nicholas Singh, Esq.
c/o Fixed Income Discount Advisory Company
1211 Avenue of the Americas, Suite 2902
New York, NY 10036
Re: Chimera Investment Corporation
Amendment No. 1 to Registration Statement on Form S-11
Filed September 27, 2007
Registration No. 333-145525
Dear Mr. Singh:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Page number references in our comments refer to the marked
courtesy copy of the amended registration statement.
General
1. We note your response to comment 1. We apply Industry Guide 5
to
blind-pool offerings of REITs. See Securities Act Release 33-
6900.
As you note in your response, Industry Guide 5 includes
disclosures
regarding prior performance of the sponsor. Although you note
that
your sponsor`s prior programs had different investment strategies,
Item 8 of Industry Guide 5 requests narrative and tabular
disclosure
regarding the performance of prior programs that do not have the
same
investment objectives. Please provide such disclosure. In
addition
to including the other information specified in Item 8, please
include in the narrative section disclosure regarding the lack of
sponsor experience in certain of your targeted investments.
2. We note your response to comment 3. We have referred it to the
Division of Investment Management for their consideration.
Capitalization, page 39
3. Please date you capitalization table as of the date of the
latest
balance sheet included in the prospectus.
Investment Portfolio, page 54
4. We note your response to comment 18 and the risk factor on page
25. However, it is our understanding that the level of diligence
customarily performed by buyers of rated tranches is significantly
different than the buyers of unrated tranches. If so, please
provide
disclosure regarding the additional costs of investing in unrated
tranches.
Part II. Information Not Required in Prospectus
Exhibit 5.1
5. We note that your counsel has assumed that the shares will be
issued in accordance with the charter and board resolutions.
Please
direct counsel to remove these assumptions from the opinion as
they
are matters that should be covered by the opinion. If counsel is
not
able to opine that, assuming the shares are issued in accordance
with
the provisions of the underwriting agreement, that the shares have
been issued in accordance with the charter and the resolutions,
please tell us why.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rachel Zablow, Staff Accountant at 202-551-
3428
or Cicely LaMothe, Accounting Branch Chief, at 202-551-3413 if you
have questions regarding comments on the financial statements and
related matters. Please contact Michael McTiernan at 202-551-3852
or
me at 202-551-3780 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Phillip Kardis, Esq. (via facsimile)
R. Nicholas Singh, Esq.
Chimera Investment Corp.
October 11, 2007
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