NewsTPG Mortgage Investment Trust to Acquire Cherry Hill Mortgage Investment Corporation in Merger Valued at $117.5 MillionTPG Mortgage Investment Trust to Acquire Cherry Hill Mortgage Investment Corporation in Merger Valued at $117.5 Million
TPG Mortgage Investment Trust, Inc. has agreed to acquire Cherry Hill Mortgage Investment Corporation in a deal valued at $117.5 million, offering CHMI stockholders 0.3063 MITT shares and $0.93 cash per share—implying $3.10 per share, a 29% premium to CHMI's unaffected closing price. Post-merger, MITT stockholders will own approximately 73% of the combined entity, which will hold a $9.0 billion investment portfolio. The transaction, unanimously approved by both boards, is expected to close in the fourth quarter of 2026, pending stockholder and regulatory approvals.
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TPG Mortgage Investment Trust, Inc. (MITT), a publicly traded residential mortgage REIT managed by AG REIT Management, LLC—an affiliate of TPG Inc., a leading global alternative asset management firm with $327 billion in assets under management—has announced a definitive merger agreement to acquire Cherry Hill Mortgage Investment Corporation (CHMI), a fellow residential mortgage REIT. The transaction, unanimously approved by the boards of directors of both companies, carries an implied total transaction value of $117.5 million and is expected to close in the fourth quarter of 2026.
Merger Consideration and Transaction Valuation
Under the terms of the agreement, each share of CHMI common stock will be converted into the right to receive 0.3063 shares of MITT common stock—totalling 11.608 million shares—and $0.93 per share in cash. Based on MITT's closing price on the New York Stock Exchange on August 7, 2026, this implies a per-share value of $3.10 for CHMI common stock. The following table summarizes the key transaction terms:
| Parameter: | Details |
|---|---|
| Exchange Ratio: | 0.3063 shares of MITT per CHMI share |
| Total MITT Shares Issued: | 11.608 million shares |
| Cash Consideration Per Share: | $0.93 |
| Implied Value Per CHMI Share: | $3.10 |
| Premium to Unaffected Closing Price: | 29% |
| Premium to 30-Day VWAP: | 32% |
| Implied Total Transaction Value: | $117.5 million |
| Expected Closing: | Fourth quarter of 2026 |
Of the $0.93 per share cash consideration, $0.52 per share will be contributed by MITT's manager—representing an approximate $20 million payment from TPG—while the remaining $0.41 per share, representing an approximate $15 million payment, will be funded from MITT's balance sheet.
Post-Merger Ownership and Portfolio Composition
Upon closing, MITT stockholders are expected to own approximately 73% of the combined company's equity, while CHMI stockholders are expected to own approximately 27%. The combined company's investment portfolio is expected to reach $9.0 billion, with the following composition:
| Asset Class: | Portfolio Allocation |
|---|---|
| Non-Agency Residential Credit: | approximately 72.0% |
| Agency RMBS and MSRs: | 14.4% |
| Home Equity: | 12.6% |
| Other Investments: | 1.0% |
Strategic and Financial Benefits
Both companies cited several strategic rationales for the merger. Key anticipated benefits include:
- Cash consideration: CHMI stockholders will receive approximately 30% of the merger consideration in cash
- Earnings accretion: The transaction is expected to be accretive to earnings within one year of closing
- Operating efficiencies: Annual operating efficiencies of approximately $7 to $9 million are expected to be realized
- Enhanced liquidity: The combined company is expected to benefit from an expanded investor base and enhanced trading liquidity and volume
- Securitization access: Access to TPG's proprietary securitization platform through MITT's manager
Preferred Stock Conversion
Each share of CHMI's 8.20% Series A Cumulative Redeemable Preferred Stock will be converted into one newly issued share of MITT's 8.20% Series D Cumulative Redeemable Preferred Stock. Similarly, each share of CHMI's 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock will be converted into one share of MITT's 8.250% Series E Floating Rate Cumulative Redeemable Preferred Stock, with rights and preferences substantially the same as the corresponding CHMI preferred shares.
Governance and Leadership
Following the merger, the combined company will continue to operate under the name "TPG Mortgage Investment Trust, Inc." and will be led by MITT's existing management team, with T.J. Durkin serving as President and Chief Executive Officer. CHMI will designate two independent directors to join MITT's Board of Directors, bringing total board membership to eight directors. The combined company will be headquartered in New York, and its common stock will continue to trade on the NYSE under MITT's current ticker symbol. Additionally, the MITT manager's incentive fee structure will be amended to align with the combined company's pro forma book value and earnings available for distribution.
How might the combined company's increased exposure to non-agency residential credit (72%) affect its risk profile and dividend sustainability in a potential housing market downturn?
Could TPG's $20 million cash contribution signal a broader strategy to consolidate smaller mortgage REITs under its platform, and which other REITs might be potential acquisition targets?
How will the amended incentive fee structure for MITT's manager impact alignment between management and shareholders over the long term?
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