| Item 1.01 | Entry into a Material Definitive Agreement. |
CCPT V Merger Agreement
As previously disclosed, on August 30, 2020, CIM Real Estate Finance Trust, Inc. (the “Company” or “CMFT”), Cole Credit Property Trust V, Inc. (“CCPT V”), and Thor V Merger Sub, LLC, a wholly owned subsidiary of the Company (“CCPT V Merger Sub”), entered into an Agreement and Plan of Merger (the “CCPT V Merger Agreement”) with respect to the proposed merger of CCPT V Merger Sub (the “CCPT V Merger”) with and into CCPT V, with CCPT V Merger Sub surviving the CCPT V Merger.
On October 22, 2020, the parties to the CCPT V Merger Agreement entered into an Amendment to Agreement and Plan of Merger (the “First CCPT V Amendment”), pursuant to which CCPT V was granted an extension under limited circumstances to timely deliver a CCPT V Change Notice (as defined in the CCPT V Merger Agreement) in order for the Go Shop Termination Payment (as defined in the CCPT V Merger Agreement) to be applicable in those circumstances.
On October 24, 2020, the parties to the CCPT V Merger Agreement entered into an Amendment to Agreement and Plan of Merger (the “Second CCPT V Amendment”), pursuant to which CCPT V was granted another extension under limited circumstances to timely deliver a CCPT V Change Notice in order for the Go Shop Termination Payment to be applicable in those circumstances.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the First CCPT V Amendment and Second CCPT V Amendment, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.
CCIT II Merger Agreement
As previously disclosed, on August 30, 2020, the Company, Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Inc. (“CCIT II” and, together with CCPT V, the “Other REITs”), and Thor II Merger Sub, LLC, a wholly owned subsidiary of the Company (“CCIT II Merger Sub”), entered into an Agreement and Plan of Merger (the “CCIT II Merger Agreement” and, together with the CCPT V Merger Agreement, the “Merger Agreements”) with respect to the proposed merger of CCIT II Merger Sub (the “CCIT II Merger” and, together with the CCPT V Merger, the “Mergers”) with and into CCIT II, with CCIT II Merger Sub surviving the CCIT II Merger.
On October 22, 2020, the parties to the CCIT II Merger Agreement entered into an Amendment to Agreement and Plan of Merger (the “First CCIT II Amendment”), pursuant to which CCIT II was granted an extension under limited circumstances to timely deliver a CCIT II Change Notice (as defined in the CCIT II Merger Agreement) in order for the Go Shop Termination Payment (as defined in the CCIT II Merger Agreement) to be applicable in those circumstances.
On October 24, 2020, the parties to the CCIT II Merger Agreement entered into an Amendment to Agreement and Plan of Merger (the “Second CCIT II Amendment”), pursuant to which CCIT II was granted another extension under limited circumstances to timely deliver a CCIT II Change Notice in order for the Go Shop Termination Payment to be applicable in those circumstances.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the First CCIT II Amendment and Second CCIT II Amendment, which are attached hereto as Exhibits 2.3 and 2.4, respectively, and are incorporated herein by reference.
ADDITIONAL INFORMATION ABOUT THE MERGERS
In connection with the proposed Mergers, CMFT has filed registration statements on Form S-4 with the SEC that includes a proxy statement of the relevant Other REIT and constitutes a prospectus of CMFT. This communication is not a substitute for such registration statement, the proxy statement/prospectus or any other documents delivered to the stockholders of the relevant Other REIT. STOCKHOLDERS OF THE OTHER REITS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT, FOR IMPORTANT INFORMATION ABOUT THE PROPOSED MERGERS. Stockholders of the Other REITS will be able to obtain such documents free of charge at the SEC’s website, www.sec.gov, or through CIM’s website at https://www.cimgroup.com/investment-strategies/individual/for-shareholders, when available. Such documents are not currently available.
