Maryland | | | 46-1315605 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer ☐ | | | Accelerated filer ☒ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company ☐ |
| | Emerging growth company ☐ |
Title of Each Class of Securities to be Registered | | | Amount to be Registered(1) | | | Proposed Maximum Aggregate Offering Price per Unit(1) | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | Amount of Registration Fee (3) |
Common stock | | | | | | | | | ||||
Preferred stock | | | | | | | | | ||||
Warrants | | | | | | | | | ||||
Rights | | | | | | | | | ||||
Units | | | | | | | | | ||||
Total | | | | | | | $375,000,000 | | | $40,913 |
1. | It is managed by one or more trustees or directors. |
2. | Its beneficial ownership is evidenced by transferable shares or by transferable certificates of beneficial interest. |
3. | It would be taxable as a domestic corporation, but for the REIT provisions of the federal income tax laws. |
4. | It is neither a financial institution nor an insurance company subject to special provisions of the federal income tax laws. |
5. | At least 100 persons are beneficial owners (determined without reference to any rules of attribution) of its shares or ownership certificates. |
6. | Not more than 50% in value of its outstanding shares or ownership certificates is owned, directly or indirectly, by five or fewer individuals, which the federal income tax laws define to include certain entities, during the last half of any taxable year. |
7. | It elects to be taxed as a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements that must be met to elect and maintain REIT qualification. |
8. | It meets certain other qualification tests, described below, regarding the nature of its income and assets and the distribution of its income. |
9. | It uses the calendar year as its taxable year. |
10. | It has no earnings and profits from any non-REIT taxable year at the close of any taxable year. |
• | our Annual Report on Form 10-K for the year ended December 31, |
• | our Quarterly |
• | our Current Report on Form on 8-K filed with the SEC on June |
• | our Definitive Proxy Statement on Schedule 14A filed with the SEC on April |
• | the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on September 27, 2013, including any amendments or reports filed for the purpose of updating such description; |
• | the description of our Series A Preferred Stock contained in our Registration Statement on Form 8-A filed with the SEC on August 16, 2017, including any amendments and reports filed for the purpose of updating such description; and |
• | the description of our Series B Preferred Stock contained in our Registration Statement on Form 8-A filed with the SEC on February 8, 2019, including any amendments and reports filed for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC registration fee | | | $40,913 |
Printing and engraving expenses | | | * |
Legal fees and expenses | | | * |
Accounting fees and expenses | | | * |
Miscellaneous | | | * |
Total | | | $* |
* | These fees and expenses are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(l)(i), (a)(l)(ii) and (a)(l)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
Exhibit Number | | | |
1.1* | | | Form of Underwriting Agreement. |
| | Articles of Amendment and Restatement of Cherry Hill Mortgage Investment Corporation (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to the registrant’s Registration Statement on Form S-11 (Registration No. 333-188214), filed by the registrant with the SEC on June 10, 2013). | |
| | Amended and Restated Bylaws of Cherry Hill Mortgage Investment Corporation (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the registrant’s Registration Statement on Form S-11 (Registration No. 333-188214), filed by the registrant with the SEC on June 10, 2013). | |
| | Articles Supplementary designating the registrant’s 8.20% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the registrant’s Registration Statement on Form 8-A (File No. 001-36099) filed by the registrant with the SEC on August 16, 2017). | |
| | Articles Supplementary classifying and designating 1,270,000 additional shares of the registrant’s 8.20% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K (File No. 001-36099) filed by the registrant with the SEC on April 5, 2018). | |
| | Articles Supplementary designating the registrant’s 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 to the registrant’s Registration Statement on Form 8-A (File No. 001-36099) filed by the registrant with the SEC on February 8, 2019). | |
| | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the registrant’s Registration Statement on Form S-11 (Registration No. 333-188214), filed by the registrant with the SEC on May 29, 2013). | |
| | Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 filed by the registrant with the SEC on February 27, 2020) | |
4.3* | | | Form of Warrant Agreement. |
4.4* | | | Form of Rights Agreement. |
4.5* | | | Form of Unit Agreement. |
| | Opinion of Venable LLP as to legality of the securities being registered. | |
| | Opinion of | |
| | Consent of Ernst & Young LLP. | |
| | Consent of Venable LLP (included in Exhibit 5.1). | |
| | Consent of | |
| | Power of |
* | To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities. |
** | Filed previously. |
+ | Filed herewith. |
| | CHERRY HILL MORTGAGE INVESTMENT CORPORATION | ||||
| | | | |||
| | By: | | | /s/ Jeffrey Lown II | |
| | Name: | | | Jeffrey Lown II | |
| | Title: | | | President, Chief Executive Officer and Director (Principal Executive Officer) |
/s/ Jeffrey Lown II | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | |
Jeffrey Lown II | | |||||
| | | | |||
/s/ Michael Hutchby | | | Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer) | | | |
Michael Hutchby | | |||||
| | | | |||
| | Director | | | ||
Joseph Murin | | |||||
| | | | |||
| | Director | | | ||
Regina M. Lowrie | | |||||
| | | | |||
| | Director | | | ||
Robert C. Mercer, Jr. | |
* | | | /s/ Michael Hutchby | | | |
| | Attorney-in-Fact | | |