UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 9, 2024
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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Commission File Number
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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| Item 8.01. |
Other Events
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On July 9, 2024, Cherry Hill Mortgage Investment Corporation (the “Company”) issued a press release announcing that the Company’s board
of directors (the “Board”), based on the recommendation of a special committee comprised entirely of independent and disinterested members of the Board, authorized and approved the Company to internalize management, terminate the management
agreement between the Company and its external manager, Cherry Hill Mortgage Management, LLC, and take all steps necessary to begin operating the Company as a fully integrated, internally managed mortgage REIT. The press release is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release, dated July 9, 2024
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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CHERRY HILL MORTGAGE INVESTMENT CORPORATION
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Date: July 9, 2024
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By:
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/s/ Michael Hutchby |
| Michael Hutchby | ||
| Chief Financial Officer, Treasurer and Secretary | ||
EXHIBIT INDEX
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Exhibit
Number
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Description
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Press Release, dated July 9, 2024
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Exhibit 99.1
Cherry Hill Mortgage Investment Corporation Provides Update on Exploration of Strategic Alternatives by Special Committee
– Board of Directors
Authorizes and Approves Internalization and Termination of Management Agreement –
FARMINGDALE, NJ – (BUSINESS WIRE) – July 9, 2024 – Cherry Hill Mortgage Investment Corporation (NYSE: CHMI) (the “Company”) today announced
that the special committee (the “Special Committee”) of the Company’s board of directors (the “Board”), which is comprised entirely of independent and disinterested members of the Board, after consultation with its independent legal and financial
advisors and as part of the Special Committee’s previously announced exploration of strategic alternatives, determined and recommended to the Board that it is advisable and in the best interests of the Company and its stockholders to internalize
management of the Company, terminate the management agreement between the Company and Cherry Hill Mortgage Management, LLC, the Company’s external manager, and take all steps necessary to begin operating the Company as a fully integrated,
internally managed mortgage REIT (the “Internalization”). Following such recommendation from the Special Committee, the Board authorized and approved the Internalization and authorized and directed the Company’s officers to take all actions
necessary to cause the Company to effect the Internalization.
As previously announced by the Company in its April 22, 2024 press release announcing the exploration of strategic alternatives by the
Special Committee, the internalization of management of the Company is one of the strategic alternatives being considered by the Special Committee. The Special Committee is continuing to explore other strategic alternatives. There can be no
assurance that the exploration of strategic alternatives will result in any transaction or other strategic outcome other than the Internalization. There is no formal timetable for the Special Committee’s completion of its exploration of strategic
alternatives and the Company does not intend to disclose any developments with respect to the Internalization or the strategic review process until the Internalization or the evaluation of strategic alternatives has been completed or the Special
Committee determines disclosure is appropriate or legally required.
About Cherry Hill Mortgage Investment Corporation
Cherry Hill Mortgage Investment Corporation is a real estate finance company that acquires, invests in and manages residential mortgage
assets in the United States. For additional information, visit www.chmireit.com.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. The Company does not assume any duty or obligation (and does not undertake) to update or
supplement any forward-looking statements. Because forward-looking statements are, by their nature, to different degrees, uncertain and subject to numerous assumptions, risks and uncertainties, actual results or future events, circumstances or
developments could differ, possibly materially, from those that the Company anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or
contribute to such differences include, but are not limited to, those set forth in the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other reports filed by the Company with the SEC, copies of which are
available on the SEC’s website, www.sec.gov.
Investor Relations
(877) 870-7005
InvestorRelations@CHMIreit.com
Source: Cherry Hill Mortgage Investment Corporation
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