Bimini Capital Management, Inc. (OTCQX:BMNM) has agreed to purchase an 80% equity stake in Tom Johnson Investment Management, LLC (TJIM) through its wholly‑owned subsidiary, Bimini Advisors Holdings, LLC. The deal is priced at 2.5 times 80% of TJIM’s 2025 revenue, a valuation that ties the purchase price directly to the target’s operating performance. The transaction is expected to close by the end of the first quarter of 2026 and will be paid in cash at closing.
The acquisition marks a strategic pivot for Bimini, which has historically focused on residential mortgage‑related securities via its management of Orchid Island Capital. By adding TJIM’s roughly $1.6 billion of assets under management—spanning equity and fixed‑income markets—Bimini will broaden its client base, increase fee income, and reduce concentration risk. The move also positions Bimini as a “pure asset‑management firm,” a shift that management says will unlock new capital‑market opportunities for both companies.
Financially, the purchase price is anchored to TJIM’s 2025 revenue, ensuring that the valuation reflects the target’s earnings power. The agreement includes a provision for Bimini to acquire the remaining 20% of TJIM after a third anniversary or if the principal seller departs, with the same revenue‑based formula applied. Completion of the deal requires a new three‑year employment agreement for the principal seller and customary due‑diligence and regulatory consents, underscoring the parties’ intent to secure long‑term alignment.
Operationally, TJIM’s investment team will remain in place, and Bimini plans to offer equity ownership opportunities to key staff. This approach is designed to preserve the target’s culture and client relationships while integrating its fee‑only advisory model into Bimini’s broader platform. The transaction also includes a clause that allows Bimini to acquire the remaining 20% of TJIM, providing a clear path to full ownership if the partnership proves successful.
Bimini’s recent financial performance provides context for the deal. The company reported a net income of $1.8 million in Q3 2025, up from $552,570 in Q1 2025 and $43,000 in Q2 2025, driven largely by growth in advisory services revenue. Advisory revenue rose 35% year‑over‑year to $4.5 million in Q3 2025, reflecting stronger demand for Bimini’s fee‑only model. The acquisition is expected to accelerate this growth trajectory by adding a diversified set of assets and clients.
CEO Robert E. Cauley said the transaction would “enhance both Bimini and TJIM” by giving the target access to Bimini’s public‑company governance and capital‑market expertise, while Bimini gains a diversified client base and additional fee income. He emphasized that the deal aligns with the company’s long‑term strategy to expand beyond mortgage‑related securities and to build a more resilient, diversified asset‑management business.
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