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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
FORM 8-K
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): August 31, 2022
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| CIM Real Estate Finance Trust, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
Commission file number 000-54939
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| Maryland | | 27-3148022 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification Number) |
| 2398 East Camelback Road, 4th Floor | | | |
| Phoenix, | Arizona | | 85016 |
| (Address of principal executive offices) | | (Zip Code) |
| (602) | | 778-8700 | |
| (Registrant’s telephone number, including area code) | |
| None | |
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol | | Name of each exchange on which registered |
| None | | None | | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 31, 2022, CMFT RE Lending RF Sub WF, LLC, (“Lender Sub”) an indirect wholly owned subsidiary of CIM Real Estate Finance Trust, Inc. (the “Company”), entered into Amendment No. 3 to the Master Repurchase Agreement (the “Third Amendment”) with Wells Fargo Bank, N.A. (“Wells Fargo”) and CMFT Securities Investments, LLC, a wholly owned subsidiary of the Company, as preferred equity pledgor, which amended that certain Master Repurchase Agreement by and between Lender Sub and Wells Fargo dated May 20, 2021 (the “Repurchase Agreement”), for the purposes of providing financing for certain eligible assets of the Lender Sub and advances to the Lender Sub (the “Repurchase Facility”), as described in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on May 26, 2022, and as amended on October 28, 2021 and March 4, 2022 as discussed in a Current Report on Form 8-K filed by the Company with the SEC on November 3, 2021 and March 10, 2022, respectively. The Third Amendment, among other things, extends the initial facility termination date to August 30, 2025. Other than the modified terms described above, the material terms of the Repurchase Agreement and the Repurchase Facility, as previously amended, remain unchanged.
The Third Amendment contains representations, warranties, covenants and conditions precedent that are customary for agreements of these types. The foregoing summary of the Third Amendment does not purport to be a complete description and is qualified in its entirety by the full text of the Third Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. | | Description |
| 10.1 | | Third Amendment To Master Repurchase And Securities Contract And Termination Of Preferred Equity Related Pledge And Security Agreement, dated August 31, 2022, by and among CMFT RE Lending RF Sub WF, LLC, as seller, Wells Fargo Bank, N.A., as buyer, and CMFT Securities Investments, LLC, as preferred equity pledgor. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: September 7, 2022 | CIM REAL ESTATE FINANCE TRUST, INC. |
| By: | /s/ Nathan D. DeBacker |
| Name: | Nathan D. DeBacker |
| Title: | Chief Financial Officer and Treasurer |
| | (Principal Financial Officer) |
