Chimera Investment Corp. Files 8-K with Executive and Board Changes

TL;DR

Chimera Investment Corp. is shuffling its board and execs, filing an 8-K on 10/17/24.

AI Summary

Chimera Investment Corp. filed an 8-K on October 17, 2024, reporting on several key events including the departure of directors, election of new directors, appointment of officers, and compensatory arrangements. The filing also includes Regulation FD disclosures, other events, and financial statements and exhibits.

Why It Matters

This filing indicates significant changes in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with compensatory arrangements, can signal shifts in strategy or internal dynamics that may affect future performance.

Key Players & Entities

• CHIMERA INVESTMENT CORP (company) — Filer
• 0001409493 (company) — Central Index Key
• 2024-10-16 (date) — Date of earliest event reported
• 2024-10-17 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share CIM New York Stock Exchange
• $30,000,000 — upfront purchase price of approximately $30,000,000 on the date of the Closing (the "Closin
• $20,000,000 — may be increased by up to an additional $20,000,000 as part of a series of earn-out payment
• $100,000,000 — tracts during those periods is at least $100,000,000. At the Company's election, up to 50% o

Filing Documents

• cim4393851-8k.htm (8-K) — 45KB
• cim4393851-ex991.htm (EX-99.1) — 21KB
• cim4393851-ex992.htm (EX-99.2) — 14KB
• cim4393851-ex9911x1x1.jpg (GRAPHIC) — 4KB
• cim4393851-ex9921x1x1.jpg (GRAPHIC) — 182KB
• cim4393851-ex9921x1x2.jpg (GRAPHIC) — 382KB
• cim4393851-ex9921x1x3.jpg (GRAPHIC) — 225KB
• cim4393851-ex9921x1x4.jpg (GRAPHIC) — 174KB
• cim4393851-ex9921x1x5.jpg (GRAPHIC) — 176KB
• cim4393851-ex9921x1x6.jpg (GRAPHIC) — 378KB
• 0001206774-24-000943.txt ( ) — 2438KB
• cim-20241016.xsd (EX-101.SCH) — 3KB
• cim-20241016_pre.xml (EX-101.PRE) — 28KB
• cim-20241016_lab.xml (EX-101.LAB) — 39KB
• cim-20241016_def.xml (EX-101.DEF) — 31KB
• cim4393851-8k_htm.xml (XML) — 10KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 17, 2024, Chimera Investment Corporation, a Maryland corporation (the "Company") issued a press release announcing that it has entered into the Purchase Agreement (as defined below under Item 8.01). On the same day, the Company posted the investor presentation information on the News & Events - Press Releases section of its website (www.chimerareit.com) regarding the Purchase Agreement. A copy of each of the press release and the investor presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference. The press release and the investor presentation are being furnished pursuant to Item 7.01, and the information contained therein 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.

01 Other Events

Item 8.01 Other Events. On October 16, 2024, the Company entered into an Equity Interest Purchase Agreement (the "Purchase Agreement"), with Chimera Funding TRS LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Buyer Entity 1"), CIM Advisory Holding TRS LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Buyer Entity 2" and, together with Buyer Entity 1, the "Buyer Entities"), and Palisades Holdings II, LLC, a Delaware limited liability company ("Seller"). Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Buyer Entities will purchase from Seller (the "Acquisition") all of the issued and outstanding equity interests of (i) Palisades Advisory Services, LLC, a Delaware limited liability company ("Palisades Advisory Services"), (ii) Palisades Technology Holdings, LLC, a Delaware limited liability company ("Palisades Technology Holdings"), and (iii) The Palisades Group, LLC ("RIA Subsidiary" and, together with Palisades Advisory Services and Palisades Technology Holdings, the "Target Companies" and, together with the Target Companies' subsidiaries, "The Palisades Group"), for an upfront purchase price of approximately $30,000,000 on the date of the Closing (the "Closing Date"), Contingent upon achievement of certain revenue targets arising from designated contracts of The Palisades Group's third-party transaction asset and management business (the "Designated Contracts"), the Consideration may be increased by up to an additional $20,000,000 as part of a series of earn-out payments (the "Earnout Payments"). The Earnout Payments, if any, will be based on the revenue received by the Company from the Designated Contracts over five measurement periods beginning on the Closing Date and ending on December 31, 2029, subject to minimum revenue thresholds.

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit 99.1 Press Release, dated October 17, 2024, issued by Chimera Investment Corporation 99.2 Investor Presentation 104 Cover Page Interactive Data File (formatted as Inline XBRL)

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K includes "forward-looking including as related to the expected timing of the closing of the Company's acquisition of The Palisades Group and the expected impact (including as related to the Company's future earnings) of the transaction. 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 "goals," "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, including, among other things, those described in our most recent Annual Report on Form 10-K, and any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under the caption "Risk Factors." Factors that could cause actual results to differ include, but are not limited to: delays and/or unforeseen events that could cause the proposed acquisition of The Palisades Group to be delayed or not consummated; the potential that the Company may not fully realize the expected benefits of the acquisition of The Palisades Group, including the potential financial impact; our business and investment strategy; our ability to accurately forecast the payment of future dividends on our common and preferred stock, and the amount of such dividends; our ability to determine accurately the fair market value of our assets; availability of investment opportunities in real estate-related and other securities, including our valuatio

View Full Filing

View this 8-K filing on SEC EDGAR