0001157523-21-000407 8-K 14 20210331 7.01 9.01 20210331 20210331 CHIMERA INVESTMENT CORP 0001409493 6798 260630461 MD 1231 8-K 34 001-33796 21793989 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 212-626-2300 520 MADISON AVENUE 32ND FLOOR NEW YORK NY 10022 8-K 1 a52404799.htm CHIMERA INVESTMENT CORPORATION 8-K false000140949300014094932021-03-312021-03-310001409493cim:CommonStockParValue001PerShareMember2021-03-312021-03-310001409493cim:Eight00SeriesACumulativeRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Eight00SeriesDCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Seven75SeriesCCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-310001409493cim:Eight00SeriesBCumulativeFixedToFloatingRateRedeemablePreferredStockMember2021-03-312021-03-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2021 CHIMERA INVESTMENT CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-33796 26-0630461 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 520 Madison Avenue, 32nd Floor New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 626-2300 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Name of Each Exchange on Symbol(s) Which Registered Common Stock, par value $0.01 per CIM New York Stock Exchange share 8.00% Series A Cumulative Redeemable CIM PRA New York Stock Exchange Preferred Stock 8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable CIM PRB New York Stock Exchange Preferred Stock 7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable CIM PRC New York Stock Exchange Preferred Stock 8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable CIM PRD New York Stock Exchange Preferred Stock Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 7.01. Regulation FD Disclosure. A copy of the Company’s press release (the “Press Release”) is attached hereto and furnished as Exhibit 99.1. The Press Release is being furnished pursuant to Item 7.01, and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. -------------------------------------------------------------------------------- Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release, dated March 31, 2021. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -------------------------------------------------------------------------------- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHIMERA INVESTMENT CORPORATION Date: March 31, 2021 By: /s/ Phillip J. Kardis II Name: Phillip J. Kardis II Title: Chief Legal Officer and Secretary EX-99.1 2 a52404799ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Chimera Investment Corporation Sponsors Four Residential Mortgage Loan Securitizations and Retires Loan and Related Warrants NEW YORK--(BUSINESS WIRE)--March 31, 2021--On March 25, 2021, Chimera Investment Corporation (NYSE:CIM) sponsored CIM 2021-R2, a $1.5 billion securitization of seasoned reperforming residential mortgage loans, and CIM 2021-NR2, a $240.4 million securitization of seasoned non-REMIC eligible residential mortgage loans. The mortgage loans for both securitizations were from the call and collapse of Chimera’s CIM 2017-3, CIM 2017-4, and CIM 2018-NR1 securitizations (the “Prior Securitizations”). Securities issued by CIM 2021-R2, with an aggregate balance of approximately $1.3 billion, were sold in a private placement to institutional investors. These senior securities represented approximately 85% of the capital structure. Chimera retained subordinate interests in securities with an aggregate balance of approximately $224.6 million and certain interest-only securities. Chimera also retained an option to call the securitized mortgage loans at any time beginning in March 2025. Securities issued by CIM 2021-NR2, with an aggregate balance of approximately $180.3 million, were sold in a private placement to institutional investors. These senior securities represented approximately 75% of the capital structure. Chimera retained subordinate interests in securities with an aggregate balance of approximately $60.1 million. Chimera also retained an option to call the securitized mortgage loans at any time beginning in March 2022. Chimera’s expected weighted average cost of debt of these two securitizations is 2.24% compared to a weighted cost of debt of 4.22% for the Prior Securitizations. In addition, Chimera sponsored two prime jumbo securitizations, $404.8 million of CIM 2021-J1 and $479.1 million of CIM 2021-J2, in March. Both securitizations are rated by Moody’s and Fitch. Lastly, on March 26, 2021, Chimera paid off a $400 million loan secured by certain mortgage-backed securities and subsequently retired for cash all associated warrants at a discount to a trailing 30-day average price of its common stock. -------------------------------------------------------------------------------- Disclaimer This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, readers should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “target,” “assume,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Chimera does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Additional information concerning these and other risk factors is contained in Chimera’s most recent filings with the Securities and Exchange Commission (SEC). All subsequent written and oral forward-looking statements concerning Chimera or matters attributable to Chimera or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. About Chimera Investment Corporation We are a publicly traded REIT that is primarily engaged in the business of investing, on a leveraged basis, in a diversified portfolio of real estate assets, including mortgage loans, Non-Agency RMBS, Agency CMBS, Agency RMBS, and other real estate assets. Please visit www.chimerareit.com for additional information about the Company. Contacts Investor Relations 888-895-6557 www.chimerareit.com