TPG Mortgage Investment Trust has entered into a definitive agreement to acquire Cherry Hill Mortgage Investment Corporation in a transaction with an implied value of approximately $117.5 million, creating a larger residential mortgage REIT with a combined investment portfolio of approximately $9 billion.
Under the agreement, Cherry Hill shareholders will receive 0.3063 shares of TPG Mortgage Investment Trust common stock plus $0.93 in cash for each Cherry Hill share.
Based on MITT’s August 7, 2026 closing price, the consideration implies a value of $3.10 per Cherry Hill share, representing a 29% premium to its unaffected closing price and a 32% premium to its 30-day volume-weighted average price.
The transaction is expected to close during the fourth quarter of 2026, subject to approval from both companies’ shareholders, regulatory approvals and other customary closing conditions.
Both boards unanimously approved the merger.
The transaction brings together two residential mortgage portfolios spanning Agency and Non-Agency assets and is designed to increase MITT’s scale while improving operating efficiency.
On a pro forma basis, existing MITT shareholders are expected to own approximately 73% of the combined company, while Cherry Hill shareholders will hold approximately 27%.
Cherry Hill shareholders will receive approximately 30% of the merger consideration in cash.
That includes an approximately $20 million contribution from TPG and an approximately $15 million contribution from MITT, representing $0.52 and $0.41 per Cherry Hill share, respectively.
The companies expect the transaction to become accretive to earnings within one year of closing.
They also anticipate approximately $7 million to $9 million of annual operating efficiencies following the combination.
The combined investment portfolio is expected to total approximately $9 billion.
About 72% of that portfolio would consist of Non-Agency Residential Credit, with 14.4% in Agency RMBS and mortgage servicing rights, 12.6% in Home Equity investments and 1% in other investments.
MITT is managed by AG REIT Management, an affiliate of TPG, which manages approximately $327 billion in assets.
The companies believe the combined REIT can benefit from TPG’s residential mortgage expertise, resources and securitization capabilities while also increasing its potential investor base and trading liquidity.
At closing, each Cherry Hill common share will convert into 0.3063 MITT shares, resulting in the issuance of approximately 11.608 million MITT shares, along with the $0.93-per-share cash payment.
Cherry Hill’s outstanding preferred shares will also be exchanged for newly issued MITT preferred securities with substantially equivalent economic and voting rights.
Following completion, the combined business will continue operating as TPG Mortgage Investment Trust and remain listed on the New York Stock Exchange under the MITT ticker.
MITT’s existing management team will continue leading the company, including President and CEO T.J. Durkin.
Cherry Hill will designate two independent directors to join MITT’s board, expanding the board to eight members.
The combined company will remain headquartered in New York.
The transaction follows MITT’s 2023 acquisition of Western Asset Mortgage Capital, a combination that management cited as a model for integrating another mortgage REIT platform.
Piper Sandler is serving as exclusive financial advisor to MITT, while Hunton Andrews Kurth and Freshfields are providing legal counsel.
BTIG is serving as exclusive financial advisor to Cherry Hill, with Mayer Brown acting as its legal advisor.
KEY QUOTES:
“This combination represents a transformational, value-creating opportunity for both MITT and CHMI stockholders. We are excited to bring together two highly complementary portfolios to significantly enhance the scale of MITT’s residential mortgage platform, which we believe will generate meaningful operational efficiencies and deliver accretive earnings growth for the benefit of all stockholders. We look forward to completing this transaction and replicating the success we achieved when we acquired Western Asset Mortgage Capital Corporation in 2023.”
T.J. Durkin, President And CEO Of TPG Mortgage Investment Trust
“After conducting a thorough competitive process with the assistance of our financial advisor, the Board unanimously determined that this transaction with MITT is in the best interest of CHMI and its stockholders. We believe this combination will unlock substantial value for all stockholders and we are excited about the value the combination can achieve.”
Joseph Murin, Chairman Of Cherry Hill Mortgage Investment Corporation
“This transaction will deliver immediate cash consideration to CHMI stockholders, together with an opportunity to participate in the potential upside of the combined company. Our diversified portfolio of Agency RMBS and MSRs, combined with the support of TPG’s residential mortgage industry expertise, substantial resources, and record of successful integration of other REIT platforms, positions MITT well to drive long-term value for all stakeholders. We are committed to efficiently completing the merger and unlocking the growth potential of this combination for our stockholders.”
Jay Lown, CEO Of Cherry Hill Mortgage Investment Corporation
