MITT acquires CHMI for $117.5M; CHMI holders get 0.3063 MITT shares + $0.93 cash

TPG Mortgage Investment Trust, Inc.

Consideration: 0.3063 MITT shares + $0.93 cash per CHMI share; implied $3.10/share, 29% premium to Aug 7 close, 32% to 30-day VWAP.
Total implied value $117.5M; expected close Q4 2026 subject to MITT and CHMI stockholder approvals and regulatory conditions.
CHMI Series A preferred converts to MITT Series D; Series B to MITT Series E. Termination fees: CHMI $4.7M, MITT $7.99M.
MITT Manager pays ~$20M cash to CHMI stockholders; management agreement amended with incentive fee changes.
Voting agreement: AG MIT (MITT sub) votes 734,800 CHMI shares in favor; MITT board expands by two with CHMI designees.

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