Chimera Investment Corporation Announces Pricing of Public Offering of Convertible Senior Notes
Wed, 08 Apr 2020
The Notes will be senior unsecured obligations of the Company, pay interest semiannually in cash on
The Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day prior to the maturity date into shares of the Company’s common stock at an initial conversion rate of 153.8461 shares of the Company’s common stock per
The Company will not have the right to redeem the Notes prior to maturity, except to the extent necessary to preserve its status as a real estate investment trust, or REIT, for
Holders of Notes may require the Company to purchase their Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of purchase. In connection with certain corporate events, the Company will, under certain circumstances, increase the conversion rate for holders who elect to convert their Notes in connection with such corporate event.
In connection with the pricing of the Notes, the Company entered into capped call transactions with
The Company intends to use a portion of the net proceeds of the offering to pay the cost of the capped call transactions. The Company intends to use the remainder of the net proceeds from the offering to finance the acquisition of mortgage assets including residential mortgage loans, non-Agency RMBS, Agency RMBS, Agency and non-Agency CMBS and other targeted assets, and for general corporate purposes such as repayment of outstanding indebtedness or to pay down other liabilities, working capital and for liquidity needs.
Credit Suisse is serving as the sole book-running manager for the offering.
The Notes will be offered under the Company’s existing shelf registration statement filed with the
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This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of such Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
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. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. For example, the fact that the offering has priced may imply that the offering will close, but the closing is subject to conditions customary in transactions of this type and may be delayed or may not occur at all. In addition, no assurance can be given that the offering discussed above will be consummated, the expected effect of any capped call transaction will occur as indicated or that the net proceeds of the offering will be used as stated.
Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company 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. You are urged to read the Section entitled “Risk Factors” in our most recent annual report on 10-K and other filings from time to time. All subsequent written and oral forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.
Investor Relations, 888-895-6557