Announcement • Aug 12
TPG Mortgage Investment Trust, Inc. (NYSE:MITT) entered into an agreement and plan of merger to acquire Cherry Hill Mortgage Investment Corporation (NYSE:CHMI) for approximately $110 million. TPG Mortgage Investment Trust, Inc. (NYSE:MITT) entered into an agreement and plan of merger to acquire Cherry Hill Mortgage Investment Corporation (NYSE:CHMI) for approximately $110 million on August 9, 2026. Under the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of CHMI common stock will be converted into the right to receive the following: (1)(a) 0.3063 shares of MITT common stock pursuant to a fixed exchange ratio and (b) $0.41 per share in cash, without interest, from MITT; and (2) $0.52 per share in cash from MITT Manager, as additional consideration. In case of termination of transaction, TPG Mortgage Investment Trust, Inc. will pay a termination fee of $7.99 million and seller will pay a termination fee of $4.70 million.
In the Merger Agreement, MITT has agreed to take all necessary corporate action so that upon and after the Effective Time, the size of the MITT board of directors is increased by two members, and the members of the CHMI board of directors designated by CHMI to serve on the MITT board of directors are appointed to the MITT board of directors. MITT has further agreed to nominate the CHMI Director Designees to the MITT board of directors at the next annual meeting following the Effective Time.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, registration statement effectiveness(S-4 / F-4) and listing / approval of new shares on stock exchange. The deal has been unanimously approved by the board of MITT and CHMI. The transaction is expected to close in the fourth quarter of 2026.
David Freed, Andrew Noreuil, and Ryan Ferris of Mayer Brown LLP acted as legal advisor for Cherry Hill Mortgage Investment Corporation. Steven M. Haas and Robert K. Smith of Hunton Andrews Kurth LLP acted as legal advisor for TPG Mortgage Investment Trust, Inc. Reported Earnings • Aug 11
Second quarter 2026 earnings: Revenues exceed analysts expectations while EPS lags behind Second quarter 2026 results: EPS: US$0.036 (up from US$0.028 loss in 2Q 2025). Revenue: US$10.2m (up 28% from 2Q 2025). Net income: US$1.34m (up US$2.27m from 2Q 2025). Profit margin: 13% (up from net loss in 2Q 2025). Revenue exceeded analyst estimates by 16%. Earnings per share (EPS) missed analyst estimates by 69%. Revenue is expected to fall by 48% p.a. on average during the next 2 years compared to a 4.2% decline forecast for the Mortgage REITs industry in the US. Over the last 3 years on average, earnings per share has increased by 84% per year but the company’s share price has fallen by 9% per year, which means it is significantly lagging earnings. Valuation Update With 7 Day Price Move • Aug 10
Investor sentiment improves as stock rises 20% After last week's 20% share price gain to US$2.79, the stock trades at a forward P/E ratio of 8x. Average forward P/E is 8x in the Mortgage REITs industry in the US. Total returns to shareholders of 16% over the past three years.