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Issuer:
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Cherry Hill Mortgage Investment Corporation
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Securities Offered:
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8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”)
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Shares Offered:
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1,800,000 shares
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Over-Allotment Option:
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270,000 shares
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Trade Date:
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February 4, 2019
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Settlement and Delivery Date:
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February 11, 2019 (T + 5)
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Public Offering Price:
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$25.00 liquidation preference per share; $45,000,000 in aggregate liquidation preference (assuming the over-allotment option is not exercised)
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Underwriting Discount:
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$0.7875 per share; $1,417,500 total (assuming the over-allotment option is not exercised)
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Net Proceeds to the Issuer, Before Expenses:
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$24.2125 per share; $43,582,500 total (assuming the over-allotment option is not exercised)
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Dividend Rate:
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From and including the original issue date to, but excluding, April 15, 2024, at a fixed rate equal to 8.250% per annum of the $25.00 liquidation
preference ($2.0625 per annum per share), and from and including April 15, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.631% per annum of the $25.00 per share liquidation preference
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Dividend Payment Date:
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Quarterly cumulative dividends, in arrears, on January 15, April 15, July 15 and October 15 (provided that if any dividend payment date is not a
business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day). The first dividend will be payable on or about April 15, 2019 (short first dividend
period) in the amount of $0.36667 per share and will be paid to the persons who are the holders of record of the Series B Preferred Stock on the corresponding dividend record date fixed by the board of directors.
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Dividend Record Date:
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The date no fewer than ten days and no more than 35 days prior to the applicable dividend payment date, as shall be fixed by the board of directors
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Liquidation Preference:
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$25.00 per share
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Optional Redemption Date:
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April 15, 2024
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Conversion Rights:
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Share Cap: 2.68962
Exchange Cap: Subject to certain adjustments, the Exchange Cap will not
exceed 4,841,316 shares of the Issuer’s common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to proportionate increase to the extent the underwriters’ over-allotment option to purchase additional
shares of Series B Preferred Stock is exercised, not to exceed 5,567,513 shares of the Issuer’s common stock in total (or equivalent Alternative Conversion Consideration, as applicable).
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If the Common Stock Price is less than $9.295 (which is 50% of the per share closing price of the Issuer’s common stock reported on the NYSE on
February 1, 2019), subject to adjustment in certain circumstances, the holders of the Series B Preferred Stock will receive a maximum of 4,841,316 shares of the Issuer’s common stock per share of Series B Preferred Stock (assuming the
over-allotment option is not exercised).
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Proposed New York Stock Exchange Listing Symbol:
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CHMI-PRB
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CUSIP:
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164651 309
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ISIN:
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US1646513093
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Joint Book-Running Managers:
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Morgan Stanley & Co. LLC
RBC Capital Markets, LLC
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Lead Manager:
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Citigroup Global Markets Inc.
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