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CIM Real Estate Finance Trust, Inc (CMFT)

CIM Real Estate Finance Trust, Inc. (“CMFT”) has acquired CIM Group, LLC’s real assets management business to form a combined company. In exchange for its contributed businesses, CIM Group, LLC received 67.5% voting and economic ownership of the combined company, with the remaining 32.5% owned by existing CMFT Shareholders.
CMFT has changed its legal name to CIM Group, Inc. and is now a diversified owner, operator, lender, developer, and real assets management platform with over $30 billion of assets owned and operated1, operating across five proven platforms — Real Estate, Credit, Infrastructure, Opportunity Zones, and Strategic Opportunities.

Transaction Overview and Information

The information about the transaction included on this page contains forward looking statements:
Certain statements contained in this communication, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to: (i) the anticipated benefits of the proposed transaction to CMFT and CMFT’s shareholders, (ii) the anticipated impact of the proposed transaction on the combined company’s business, future financial and operating results, liquidity profile and access to capital, (iii) other aspects of both companies’ operations and operating results, and (iv) our goals, plans and projections with respect to our operations, financial position and business strategy. We caution that forward-looking statements are not guarantees. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Factors that could cause or contribute to such material differences include: (i) the failure of the transaction to deliver the estimated value and benefits expected by CMFT, including the failure of the combined company to generate sufficient cash to finance contemplated dividend amounts to shareholders and to successfully pursue a listing of CMFT’s common stock on a national stock exchange, (ii) the incurrence of unexpected future costs, liabilities or obligations as a result of the transaction, (iii) the effect of the announcement of the transaction on the ability of the combined company to retain and hire necessary personnel and maintain relationships with clients and other material business counterparties, (iv) the failure of CMFT to successfully transform into a diversified asset manager and to implement its plans, forecasts and other expectations with respect to CIM Group, LLC’s real assets management business and investment portfolio over time, (v) the failure of the combined company to declare and pay expected dividend amounts over the next three years and (vi) other risks and uncertainties inherent in a transaction of this size and nature.

The payment of dividends in the future, if any, will be at the discretion of CMFT’s board of directors and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, our overall financial condition, available distributable reserves and any other factors deemed relevant by CMFT’s board of directors.

In addition to the statements referred to above, you can identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “plans” or similar expressions. Such forward-looking statements are subject to various risks and uncertainties, including those described above and those under the section entitled “Risk Factors” in CMFT’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this communication and in CMFT’s other filings with the SEC. CMFT undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy or sell any securities or a solicitation of a proxy or of any vote or approval. No public offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

CMFT Corporate Governance

Board of Directors

Richard Ressler

Chairman of the Board of Directors,

Chief Executive Officer and President

T. Patrick Duncan

Independent Director

W. Brian Kretzmer

Independent Director

Howard A. Silver

Independent Director and Audit Committee Chair

Jason Schreiber

Director

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  1. As of 3/31/26. Assets Owned and Operated (AOO) represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication.

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