UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
September 27, 2023

CHIMERA INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)

Maryland
001-33796
26-0630461
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

630 Fifth Avenue,
Suite 2400
New York, New York
10111
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (888) 895-6557

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
   Trading Symbol(s)
   Name of Each Exchange on Which Registered
 
  
 
  
 
Common Stock, par value $0.01 per share
   CIM
   New York Stock Exchange
8.00% Series A Cumulative Redeemable Preferred Stock
   CIM PRA
   New York Stock Exchange
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRB
   New York Stock Exchange
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRC
   New York Stock Exchange
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
   CIM PRD
   New York Stock Exchange

Registrant's Web site address: www.chimerareit.com

Not Applicable
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.         ☐
Item 7.01 Regulation FD Disclosure.

Statement Regarding the Company’s Series B, C and D Preferred Stock

As previously indicated by Chimera Investment Corporation (the “Company”), after June 30, 2023, all LIBOR tenors relevant to the Company ceased to be published or became no longer representative. In light of recent public statements made by some market participants indicating that such participants intend to fix the applicable dividend rate on preferred instruments that are similarly situated to the Company’s preferred stock, the Company is reiterating its belief that the federal Adjustable Interest Rate (LIBOR) Act (the “Act”) and the related regulations promulgated thereunder are applicable to each of the Company’s 8% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”), 7.75% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) and 8% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock,” and together with the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”). In light of the applicability of the Act to the Preferred Stock, the Company believes, given all of the information available to the Company to date, that three-month CME Term SOFR plus the applicable tenor spread adjustment of 0.26161% per annum will automatically replace three-month LIBOR as the reference rate for calculations of the dividend rate payable on the Preferred Stock for dividend periods from and after (i) March 30, 2024, in the case of the Series B Preferred Stock, (ii) September 30, 2025, in the case of the Series C Preferred Stock, or (iii) March 30, 2024, in the case of the Series D Preferred Stock. 

The information contained in this Current Report on Form 8-K is being furnished pursuant to Item 7.01, and the information contained herein 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.


* * *
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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 “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, changes in law, additional regulations under the Act or changes in the interpretation of the Act and related regulations, and 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.” Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. All subsequent written and oral forward-looking statements concerning the Company or matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above.

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
CHIMERA INVESTMENT CORPORATION
 
(REGISTRANT)
     
Date:  September 27, 2023
 
 
 
By:
/s/ Subramaniam Viswanathan
 
Name:
Subramaniam Viswanathan
 
Title:
Chief Financial Officer

v3.23.3
Document and Entity Information
Sep. 27, 2023
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 27, 2023
Entity Registrant Name CHIMERA INVESTMENT CORPORATION
Entity Incorporation, State or Country Code MD
Entity File Number 001-33796
Entity Tax Identification Number 26-0630461
Entity Address, Address Line One 630 Fifth Avenue
Entity Address, Address Line Two Suite 2400
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10111
City Area Code 888
Local Phone Number 895-6557
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001409493
8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 8.00% Series B Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
Trading Symbol CIM PRB
Security Exchange Name NYSE
7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 7.75% Series C Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
Trading Symbol CIM PRC
Security Exchange Name NYSE
8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 8.00% Series D Cumulative Fixed-to-Floating Rate Redeemable Preferred Stock
Trading Symbol CIM PRD
Security Exchange Name NYSE
Common Stock, par value $0.01 per share [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol CIM
Security Exchange Name NYSE
8.00% Series A Cumulative Redeemable Preferred Stock [Member]  
Entity Listings [Line Items]  
Title of 12(b) Security 8.00% Series A Cumulative Redeemable Preferred Stock
Trading Symbol CIM PRA
Security Exchange Name NYSE
Chimera Investment (NYSE:CIM-D)
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