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EX-1.1 - CHIMERA INVESTMENT CORPc61970_ex1-1.htm

 

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):

June 23, 2010

 

    CHIMERA INVESTMENT CORPORATION   

(Exact name of registrant as specified in its charter)

 

Maryland
1-33796
26-0630461
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

 

 

 

 
1211 Avenue of the Americas
     
 
Suite 2902
     
 
     New York, New York   
 
      10036     
 
 
(Address of principal executive offices) 
 
(Zip Code)
 

        

                                               

 

Registrant’s telephone number, including area code:   (212) 696-0100  

 

No Change

(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:

 

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

 

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

 

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

 

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

 

 

 



 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On June 23, 2010, Chimera Investment Corporation (the “Company”) entered into an underwriting agreement with its manager, Fixed Income Discount Advisory Company (“FIDAC”), and Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RCap Securities, Inc. (collectively, the “Underwriters”), relating to the sale of 100,000,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), and the grant of an over-allotment option for an additional 15,000,000 shares of Common Stock to the Underwriters solely to fulfill over-allotment (the “Public Offering”). The Public Offering is expected to close on June 28, 2010.

 

The aggregate net proceeds of the Public Offering, excluding the proceeds the Company may obtain from the exercise of the over-allotment option, to the Company (after deducting estimated expenses) are estimated to be approximately $360.8 million.

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) Not applicable.

 

(d) Exhibits:

 

 

1.1

Underwriting Agreement, dated June 23, 2010, between the Company, FIDAC and the Underwriters.

 

 

 



 

 

SIGNATURE

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

 

  Chimera Investment Corporation
     
  By: /s/ A. Alexandra Denahan
    Name: A. Alexandra Denahan
    Title: Chief Financial Officer

 

Date: June 25, 2010