SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CIM REAL ESTATE FINANCE TRUST, INC.
(Name of Subject Company)
COMRIT INVESTMENTS 1, LIMITED PARTNERSHIP
COMRIT INVESTMENTS LTD.
(Bidders)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
19326U100
(CUSIP Number of Class of Securities)
Ziv Sapir
Comrit Investments 1, LP
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101
+ 972-3-519-9936
Copy to:
Amos W. Barclay
Holland & Hart LLP
1800 Broadway, Suite 300
Boulder, Colorado 80302
Phone: (303) 473-2700
(Name, Address, and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Offeror)
Calculation of Filing Fee:
Transaction | | Amount of | |
Valuation* | | Filing Fee** | |
$ | 84,320,000 | | $ | 10,944.74 | |
| | | | | |
* | For purposes of calculating the filing fee only. Assumes the purchase of 16,000,000 shares of Common Stock at a purchase price equal to $5.27 per share in cash. |
** | The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction valuation by 0.00012980. |
o | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: |
| Form or Registration Number: |
| Filing Party: |
| Date Filed: |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Check the appropriate boxes below to designate any transactions to which the statement relates: |
x | third party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going private transaction subject to Rule 13e-3 |
o | amendment to Schedule 13D under Rule 13d-2 |
| Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] |
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
TENDER OFFER
This Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by Comrit Investments 1, Limited Partnership (the “Purchaser”) to purchase up to 16,000,000 shares of common stock, par value $0.01 per share (the “Shares”), in CIM Real Estate Finance Trust, Inc. (the “Corporation”), the subject company, at a purchase price equal to $5.27 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated February 26, 2020 (the “Offer Date”) and the related Assignment Form, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively. Any distributions paid after April 30, 2020, or such other date to which this Offer may be extended (the “Expiration Date”), by the terms of the Offer and as set forth in the Assignment Form, would be assigned by tendering Shareholders to the Purchaser. Comrit Investments Ltd. is being named as a bidder herein because it is deemed to control the Purchaser, but otherwise is not participating in the Offer.
Tender of Shares will include the tender of any and all securities into which the Shares may be converted and any securities distributed with respect to the Shares from and after the Offer Date. The Purchaser is entitled to all proceeds that are paid after the Expiration Date from or as a result of any claim, litigation, class or derivative action brought by or for the benefit of the tendering Shareholders with respect to the transferred Shares, regardless of when the claims asserted and such action accrued.
The Corporation reported 59,535 holders of record owning an aggregate of approximately 311.3 million shares of its common stock outstanding as of March 14, 2019, and approximately 310.5 million shares of its common stock outstanding as of November 4, 2019, according to its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, respectively. The Purchaser and its affiliates currently beneficially own approximately 241,563 shares of common stock in the Corporation, or less than 0.1% of the common stock outstanding as of November 4, 2019. The 16,000,000 Shares subject to the Offer constitute approximately 5.2% of the outstanding shares of common stock of the Corporation. Consummation of the Offer, if all Shares sought are tendered, would require payment by the Purchaser of up to $84,320,000 in aggregate purchase price, which the Purchaser intends to fund out of its current working capital.
The address of the Corporation’s principal executive offices is 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016, and its phone number is (602) 778-8700.
The information in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all the items of this Statement.
Item 12. Exhibits.
(a)(1) | Offer to Purchase dated February 26, 2020 |
| |
(a)(2) | Assignment Form |
| |
(a)(3) | Form of Letter to Shareholders |
| |
(a)(4) | Press Release |
| |
(b) - (h) | Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 26, 2020
Comrit Investments 1, LP
By: Comrit Investments Ltd., its General Partner
By: | /s/ Ziv Sapir | |
| Ziv Sapir |
| Chief Executive Officer |
Comrit Investments Ltd.
By: | /s/ Ziv Sapir | |
| Ziv Sapir |
| Chief Executive Officer |
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