Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Note 15 — Subsequent Events
Merger Agreement
On August 9, 2026, the Company, the Operating Partnership, TPG Mortgage Investment Trust, Inc, a Maryland corporation (“MITT”), MIT Merger
Sub II, LLC, a Delaware limited liability company and a subsidiary of MITT (“Merger Sub”), AG REIT Management, LLC, a Delaware limited liability company and MITT's external manager (the “MITT Manager”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”), pursuant to which, among other things, (a) CHOP will merge with and into the Company, with the Company surviving such merger (the “Partnership Merger”) and, (b) following the Partnership Merger Effective Time, the Company
will merge with and into Merger Sub, with Merger Sub being the surviving entity of such merger (the “Company Merger”, and together with the Partnership Merger, the “Mergers”).
Prior to the Partnership Merger, the Company will take all actions necessary to convert all outstanding partnership units of CHOP
(“Company Partnership Units”) that are designated as an “LTIP Unit” (“Company LTIP Units” or “LTIP OP Units”) into Company Partnership Units designated as common units of CHOP (“Company Common Units”). Each Company Common Unit outstanding immediately
prior to the effective time of the Partnership Merger (other than Canceled Units (as defined below)) will convert into the right to receive the Common Stock Merger Consideration (as defined below). Company Partnership Units held by the Company, MITT
or their respective subsidiaries (the “Canceled Units”), and the Company's general partnership interest in CHOP, will be cancelled for no consideration at the effective time of the Partnership Merger.
At the effective time of the Company Merger, (i) each share of the Company's common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Company Merger (other than shares of the Company's common stock and
preferred stock held by the Company, MITT or any direct or indirect subsidiary of MITT or the Company, in each case, immediately prior to the effective time of the Company Merger (“Cancelled Shares”)) will convert into the right to receive a fixed
combination of stock and cash, consisting of (A) from MITT, (x) that number of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of MITT (“MITT Common Stock”) equal to 0.3063x (the “Per Share MITT Stock
Consideration”) and (y) $0.41 per share in cash, without interest (the “Per Share MITT Cash Consideration”), and (B) from MITT Manager, $0.52 per share in cash (the “Per Share Additional Manager Consideration,” and together with the Per Share MITT Stock Consideration and the Per Share MITT
Cash Consideration, the “Common Stock Merger Consideration”), (ii) each share of the Company's 8.20% Series A Cumulative Redeemable
Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Stock”), issued and outstanding immediately prior to the
effective time of the Company Merger (excluding Cancelled Shares) will convert into the right to receive one newly issued share of MITT's
8.20% Series D Cumulative Redeemable Preferred Stock, having the rights, preferences, privileges and voting powers substantially the same
as those of the Company Series A Preferred Stock and (iii) each share of the Company's 8.250% Series B Fixed-to-Floating Rate Cumulative
Redeemable Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock” and together with the Company Series A Preferred
Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the effective time of the Company Merger Effective Time (excluding Cancelled Shares) will automatically convert into the right to receive one newly issued share of MITT's 8.250%
Series E Floating Rate Cumulative Redeemable Preferred Stock, having the rights, preferences, privileges and voting powers substantially the same as those of the Company Series B Preferred Stock.
The Mergers are expected to close in the fourth quarter of 2026, subject to the approval of the Company's common stockholders and
MITT's common stockholders and the satisfaction of other customary closing conditions.
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