| Item 1.01 | Entry into a Material Definitive 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 (as subsequently amended on October 22, 2020 and October 24, 2020, 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 29, 2020, the parties to the CCPT V Merger Agreement entered into Amendment No. 3 to Agreement and Plan of Merger (the “Amendment”), pursuant to which the CCPT V Merger Agreement was amended to (i) increase the Exchange Ratio from 2.691 to 2.892 shares of CMFT Common Stock for each share of CCPT V Common Stock (as each term is defined in the CCPT V Merger Agreement) (with such ratio subject to adjustments in accordance with the terms and conditions of the CCPT V Merger Agreement), (ii) increase the amount of the Full Termination Payment (as defined in the CCPT V Merger Agreement) from $9,170,000 to $9,850,000 and (iii) increase the maximum amount of Expenses (as defined in the CCPT V Merger Agreement) payable by either CMFT or CCPT V to the other in connection with certain terminations of the CCPT V Merger Agreement from $1,670,000 to $1,790,000.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed, on August 30, 2020, the Company, Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), 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 (as subsequently amended on October 22, 2020 and October 24, 2020, the “CCIT II Merger Agreement”) with respect to the proposed merger of CCIT II Merger Sub (the “CCIT II Merger”) with and into CCIT II, with CCIT II Merger Sub surviving the CCIT II Merger.
On October 29, 2020, CCIT II terminated the CCIT II Merger Agreement in accordance with Section 9.1(c)(ii) in order to enter into an Alternative Acquisition Proposal (as defined in the CCIT II Merger Agreement) and paid to CMFT $7,380,000 as the Go Shop Termination Fee (as defined in the CCIT Merger Agreement). CCIT II and the Company entered into an agreement (the “Termination Notice”) reflecting such matter and pursuant to which, among other things, (i) the Company waived the matching rights under the CCIT II Merger Agreement and (ii) CCIT II agreed to pay certain of the Company’s expenses, up to the expense cap set forth in the CCIT II Merger Agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Termination Notice, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Distributions
On October 28, 2020, the Board of Directors (the “Board”) of the “Company authorized a distribution for the month of October 2020 of $0.0303 per share of the Company’s common stock. On August 30, 2020, the Board approved the suspension of the Company’s distribution reinvestment plan, and therefore, distributions for the month of October 2020 will be paid in cash to all stockholders. The distribution is payable to stockholders of record as of the close of business on October 29, 2020 and will be paid in cash on November 2, 2020.
ADDITIONAL INFORMATION ABOUT THE CCPT V MERGER
In connection with the proposed CCPT V Merger, CMFT intends to file a definitive registration statement on Form S-4 with the SEC that will include a proxy statement of CCPT V and will also constitute a prospectus of CMFT. This communication is not a substitute for such registration statement, the proxy statement/prospectus or any other documents that will be made available to the stockholders of CCPT V. In connection with the proposed CCPT V Merger, CCPT V intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A relating to a special meeting of its stockholders. STOCKHOLDERS OF CCPT V ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED CCPT V MERGER. Stockholders of CCPT V 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, as they become available. Such documents are not currently available.
