ORGANIZATION AND BUSINESS	9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS	NOTE 1 — ORGANIZATION AND BUSINESS CIM Real Estate Finance Trust, Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that elected to be taxed, and currently qualifies, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012. The Company operates a diversified portfolio of core commercial real estate assets primarily consisting of net leased properties located throughout the United States. As of September 30, 2020, the Company owned 380 properties, comprising 17.9 million rentable square feet of commercial space located in 42 states. As of September 30, 2020, the rentable square feet at these properties was 94.3% leased, including month-to-month agreements, if any. The Company intends to continue to pursue a more diversified investment strategy across the capital structure by balancing the Company’s existing core of commercial real estate assets leased to creditworthy tenants under long-term net leases with a portfolio of commercial mortgage loans and other credit investments in which the Company’s sponsor and its affiliates have expertise. As of September 30, 2020, the Company’s loan portfolio consisted of 173 loans with a net book value of $857.9 million, and investments in real estate-related securities of $75.2 million. Substantially all of the Company’s business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership, of which the Company is the sole general partner and owns, directly or indirectly, 100% of the partnership interests. The Company is externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including in acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; Phoenix, Arizona; Orlando, Florida; Tokyo, Japan; and Atlanta, Georgia. CCO Group, LLC owns and controls CMFT Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and CIM Income NAV, Inc. (“CIM Income NAV”). On January 26, 2012, the Company commenced its initial public offering on a “best efforts” basis of up to a maximum of $2.975 billion in shares of common stock (the “Offering”). The Company ceased issuing shares in the Offering on April 4, 2014. At the completion of the Offering, a total of approximately 297.4 million shares of common stock had been issued, including approximately 292.3 million shares of common stock sold to the public pursuant to the primary portion of the Offering and approximately 5.1 million shares of common stock issued pursuant to the distribution reinvestment plan (“DRIP”) portion of the Offering. The remaining approximately 404,000 unsold shares from the Offering were deregistered. The Company registered $247.0 million of shares of common stock under the DRIP (the “Initial DRIP Offering”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-192958), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013 and automatically became effective with the SEC upon filing. The Company ceased issuing shares under the Initial DRIP Offering effective as of June 30, 2016. At the completion of the Initial DRIP Offering, a total of approximately $241.7 million of shares of common stock had been issued. The remaining $5.3 million of unsold shares from the Initial DRIP Offering were deregistered. The Company registered an additional $600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Offering, the “Offerings”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-212832), which was filed with the SEC on August 2, 2016 and automatically became effective with the SEC upon filing. The Company began to issue shares under the Secondary DRIP Offering on August 2, 2016 and continued to issue shares under the Secondary DRIP Offering until, on August 30, 2020, the Company’s board of directors (the “Board”) suspended the Secondary DRIP Offering in connection with the entry of the Company into the Merger Agreements (as defined below). The Board establishes an updated estimated per share net asset value (“NAV”) of the Company’s common stock on at least an annual basis for purposes of assisting broker-dealers that participated in the Offering in meeting their customer account reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock under the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV for purposes of the share redemption program. As of September 30, 2020, the estimated per share NAV of the Company’s common stock was $7.31, which was established by the Board on August 11, 2020 using a valuation date of June 30, 2020. Commencing on August 14, 2020, $7.31 served as the per share NAV under the DRIP. The Board previously established a per share NAV as of August 31, 2015, September 30, 2016, December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019, March 31, 2020 and June 30, 2020. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm. Given the relative stability of the Company’s rent collections and the per share NAV for the quarters ended March 31, 2020 and June 30, 2020, the Board believes that it is in the best interests of the Company and its stockholders to cease incurring the additional costs associated with quarterly valuations and return to updating the Company’s per share NAV on an annual basis in accordance with its valuation policies. Pending Mergers On August 30, 2020, (i) the Company, CCIT III and Thor III Merger Sub, LLC, a wholly owned subsidiary of the Company (“CCIT III Merger Sub”), entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto dated November 3, 2020, the “CCIT III Merger Agreement”), pursuant to which CCIT III will merge with and into CCIT III Merger Sub (the “CCIT III Merger”), and (ii) the Company, CCPT V and Thor V Merger Sub, LLC, a wholly owned subsidiary of CMFT (“CCPT V Merger Sub”, and collectively with the CCIT III Merger Sub, the “Merger Subs”), entered into an Agreement and Plan of Merger (as subsequently amended on each of October 22, 2020, October 24, 2020 and October 29, 2020, the “CCPT V Merger Agreement”, and collectively with the CCIT III Merger Agreement, the “Merger Agreements”), pursuant to which CCPT V will merge with and into CCPT V Merger Sub (the “CCPT V Merger” and collectively with the CCIT III Merger, the “Mergers”). Neither of the Mergers is contingent upon the completion of the other. Subject to the terms and conditions of the Merger Agreements, CCIT III and CCPT V (collectively, the “Target REITs”) will each be merged into a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”), the separate existence of each of the Target REITs shall cease at the effective time of the Mergers. At the effective time of the Mergers and subject to the terms and conditions of the Merger Agreements, each issued and outstanding share of common stock of CCIT III and CCPT V will be converted into the right to receive 1.098 and 2.892 shares of the Company’s common stock, $0.01 par value per share, respectively, subject to the treatment of fractional shares in accordance with the Merger Agreements (the “Merger Consideration”). At the effective time of the Mergers and subject to the terms and conditions of the Merger Agreements, each issued and outstanding share of common stock granted under each of the Target REITs’ 2018 Equity Incentive Plan, whether vested or unvested, will be cancelled in exchange for an amount equal to the applicable Merger Consideration. The Merger Agreements contain customary representations, warranties and covenants, including covenants relating to the conduct of each of the Target REITs’ and the Company’s respective businesses during the period between the execution of the Merger Agreements and the completion of the Mergers, subject to certain exceptions. Pursuant to the terms of the Merger Agreements, the Target REITs had a “go shop” period that ended on 11:59 p.m. New York City time on October 7, 2020 (the “Go Shop Period End Time”) during which the Target REITs and its subsidiaries and representatives could initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions. Following the Go Shop Period End Time, the Target REITs and its subsidiaries and representatives may not solicit, provide information or enter into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions set forth in the Merger Agreements. The Merger Agreements also provide that prior to the applicable Stockholder Approval (as defined below), each of the Target REITs’ board of directors may, under specified circumstances, make an Adverse Recommendation Change (as defined in the Merger Agreements), including withdrawing its recommendation of the applicable Merger, subject to complying with certain conditions set forth in the applicable Merger Agreement. The Merger Agreements may be terminated under certain circumstances, including by the applicable Target REIT or the Company if the Mergers have not been consummated on or before 11:59 p.m. New York time on May 30, 2021 (the “Outside Date”), if a final and non-appealable order is entered permanently restraining or otherwise prohibiting the transactions contemplated by the applicable Merger Agreement, if the applicable Stockholder Approval has not been obtained at the applicable Stockholders Meeting or upon a material uncured breach of the respective obligations, covenants or agreements by the other party that would cause the closing conditions in the applicable Merger Agreement not to be satisfied. In addition, each of the Target REITs may terminate its respective Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (each as defined in the Merger Agreements) at any time prior to receipt by the Target REIT of the Stockholder Approval pursuant to and subject to the terms and conditions of that Merger Agreement. The Company may terminate the Merger Agreements at any time prior to the receipt of the applicable Stockholder Approval, in certain limited circumstances, including upon (i) an Adverse Recommendation Change, (ii) a tender offer or exchange offer that is commenced which the Target REIT Board fails to recommend against or (iii) a breach by the Target REITs, in any material respect, of their obligations under the go shop or no solicitation provisions set forth in the Merger Agreements. If a Merger Agreement is terminated because the Merger was not consummated before the Outside Date or because the Stockholder Approval was not obtained, and (i) an Acquisition Proposal (as defined in that Merger Agreement) has been publicly announced or otherwise communicated to the Target REIT’s stockholders prior to the Stockholders Meeting and (ii) within 12 months after the date of such termination (A) the Target REIT consummates or enters into an agreement (that is thereafter consummated) in respect of an Acquisition Proposal for 50% or more of the Target REIT’s equity or assets or (B) the Target REIT Board recommends or fails to recommend against an Acquisition Proposal structured as a tender or exchange offer for 50% or more of the Target REIT’s equity and such Acquisition Proposal is actually consummated, then CCIT III and CCPT V must pay to the Company a termination fee of $710,000 and $9.85 million, respectively, and up to $130,000 and $1.79 million, respectively, as reimbursement for the Company’s Expenses (as defined in the Merger Agreements). If either of the Merger Agreements is terminated in connection with the applicable Target REIT’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then CCIT III or CCPT V must pay to the Company a termination fee of $710,000 and $9.85 million, respectively, and up to $130,000 and $1.79 million, respectively, as reimbursement for CMFT’s Expenses, subject to certain exceptions set forth in applicable the Merger Agreement. The obligation of each party to consummate the applicable Merger is subject to a number of customary conditions, including receipt of the approval of the Mergers (and of an amendment to each of the Target REIT’s charter that is required to consummate the Mergers) by holders of a majority of the outstanding shares of the applicable Target REIT’s common stock entitled to vote thereon (the “Stockholder Approval”), delivery of certain documents and legal opinions, the truth and correctness of the representations and warranties of the applicable parties (subject to the materiality standards contained in the applicable Merger Agreement) and the absence of a CCIT III Material Adverse Effect, CCPT V Material Adverse Effect or CMFT Material Adverse Effect (as each term is defined in the applicable Merger Agreement). On August 30, 2020, the Company, CCIT II and CCIT II Merger Sub, entered into the CCIT II Merger Agreement, pursuant to which CCIT II would have merged with and into CCIT II Merger Sub, with CCIT II Merger Sub surviving the merger as the surviving entity such that following the merger, the surviving entity would have continued as a wholly owned subsidiary of the Company. The CCIT II Merger Agreement was subsequently terminated on October 29, 2020 and, as a result, all provisions of the Merger Agreement relating to CCIT II or the CCIT II Merger Agreement are no longer applicable. Concurrently with the entry into the Merger Agreements, each of the Target REITs and its respective advisor entered into a letter agreement (the “Termination Agreement”). Pursuant to each Termination Agreement, the advisory agreement between the applicable Target REIT and its respective advisor (each, an “Advisory Agreement”) will be terminated at the effective time of the applicable Merger. Also pursuant to each Termination Agreement, each of the Target REIT’s respective advisor agreed to waive any subordinated performance fee or disposition fee it otherwise would be entitled to pursuant to the Advisory Agreement related to the applicable Merger. In the event either of the Merger Agreements is terminated in accordance with its terms, the applicable Termination Agreement will be automatically terminated. In connection with the contemplated Mergers, on August 30, 2020, the Board approved the suspension of the DRIP, and, therefore, distributions paid after that date will be paid in cash to all stockholders unless and until the DRIP is reinstated. Additionally, on August 30, 2020, the Board approved the suspension of the Company’s share redemption program, and therefore, no shares will be redeemed from the Company’s stockholders after that date unless and until the share redemption program is reinstated. CCIT II Merger Also on August 30, 2020, the Company, 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 (the “CCIT II Merger Agreement”), pursuant to which CCIT II would merge with and into CCIT II Merger Sub (the “CCIT II Merger”). At the effective time of the CCIT II Merger and subject to the terms and conditions of the CCIT II Merger Agreement, each issued and outstanding share of common stock of CCIT II would have converted into the right to receive 1.501 shares of the Company’s common stock, $0.01 par value per share, subject to the treatment of fractional shares in accordance with the CCIT II Merger Agreement. The CCIT II Merger Agreement also provided that prior to the approval of the CCIT II Merger by holders of a majority of the outstanding shares of CCIT II common stock entitled to vote thereon (the “CCIT II Stockholder Approval”), CCIT II’s board of directors could, under specified circumstances, make an Adverse Recommendation Change (as defined in the CCIT II Merger Agreement), including withdrawing its recommendation of the CCIT II Merger, subject to complying with certain conditions set forth in the CCIT II Merger Agreement. In addition, CCIT II could terminate the CCIT II Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (each as defined in the CCIT II Merger Agreement) at any time prior to the CCIT II Stockholder Approval, pursuant to and subject to the terms and conditions of the CCIT II Merger Agreement. Prior to the CCIT II Stockholder Approval, CCIT II received an acquisition proposal that CCIT II’s board of directors determined to be a Superior Proposal. As a result, on October 29, 2020, CCIT II terminated the CCIT II Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal and, as a result, all provisions of the Merger Agreements relating to CCIT II or the CCIT II Merger Agreement are no longer applicable. In accordance with the termination of the CCIT II Merger Agreement, CCIT II paid to the Company a termination fee of $7.38 million and agreed to pay up to $3.69 million as reimbursement for the Company’s expenses.

CIM Real Estate Finance Trust, Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that elected to be taxed, and currently qualifies, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012. The Company operates a diversified portfolio of core commercial real estate assets primarily consisting of net leased properties located throughout the United States. As of September 30, 2020, the Company owned 380 properties, comprising 17.9 million rentable square feet of commercial space located in 42 states. As of September 30, 2020, the rentable square feet at these properties was 94.3% leased, including month-to-month agreements, if any. The Company intends to continue to pursue a more diversified investment strategy across the capital structure by balancing the Company’s existing core of commercial real estate assets leased to creditworthy tenants under long-term net leases with a portfolio of commercial mortgage loans and other credit investments in which the Company’s sponsor and its affiliates have expertise. As of September 30, 2020, the Company’s loan portfolio consisted of 173 loans with a net book value of $857.9 million, and investments in real estate-related securities of $75.2 million.

The Company is externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including in acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; Phoenix, Arizona; Orlando, Florida; Tokyo, Japan; and Atlanta, Georgia.

CCO Group, LLC owns and controls CMFT Management, the Company’s advisor, and is the indirect owner of CCO Capital, LLC (“CCO Capital”), the Company’s dealer manager, and CREI Advisors, LLC (“CREI Advisors”), the Company’s property manager. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as the Company’s sponsor and as a sponsor to Cole Credit Property Trust V, Inc. (“CCPT V”), Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) and CIM Income NAV, Inc. (“CIM Income NAV”).

On January 26, 2012, the Company commenced its initial public offering on a “best efforts” basis of up to a maximum of $2.975 billion in shares of common stock (the “Offering”). The Company ceased issuing shares in the Offering on April 4, 2014. At the completion of the Offering, a total of approximately 297.4 million shares of common stock had been issued, including approximately 292.3 million shares of common stock sold to the public pursuant to the primary portion of the Offering and approximately 5.1 million shares of common stock issued pursuant to the distribution reinvestment plan (“DRIP”) portion of the Offering. The remaining approximately 404,000 unsold shares from the Offering were deregistered.

The Company registered $247.0 million of shares of common stock under the DRIP (the “Initial DRIP Offering”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-192958), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013 and automatically became effective with the SEC upon filing. The Company ceased issuing shares under the Initial DRIP Offering effective as of June 30, 2016. At the completion of the Initial DRIP Offering, a total of approximately $241.7 million of shares of common stock had been issued. The remaining $5.3 million of unsold shares from the Initial DRIP Offering were deregistered.

The Company registered an additional $600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Offering, the “Offerings”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-212832), which was filed with the SEC on August 2, 2016 and automatically became effective with the SEC upon filing. The Company began to issue shares under the Secondary DRIP Offering on August 2, 2016 and continued to issue shares under the Secondary DRIP Offering until, on August 30, 2020, the Company’s board of directors (the “Board”) suspended the Secondary DRIP Offering in connection with the entry of the Company into the Merger Agreements (as defined below).

reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock under the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV for purposes of the share redemption program. As of September 30, 2020, the estimated per share NAV of the Company’s common stock was $7.31, which was established by the Board on August 11, 2020 using a valuation date of June 30, 2020. Commencing on August 14, 2020, $7.31 served as the per share NAV under the DRIP. The Board previously established a per share NAV as of August 31, 2015, September 30, 2016, December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019, March 31, 2020 and June 30, 2020. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm. Given the relative stability of the Company’s rent collections and the per share NAV for the quarters ended March 31, 2020 and June 30, 2020, the Board believes that it is in the best interests of the Company and its stockholders to cease incurring the additional costs associated with quarterly valuations and return to updating the Company’s per share NAV on an annual basis in accordance with its valuation policies.

On August 30, 2020, (i) the Company, CCIT III and Thor III Merger Sub, LLC, a wholly owned subsidiary of the Company (“CCIT III Merger Sub”), entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto dated November 3, 2020, the “CCIT III Merger Agreement”), pursuant to which CCIT III will merge with and into CCIT III Merger Sub (the “CCIT III Merger”), and (ii) the Company, CCPT V and Thor V Merger Sub, LLC, a wholly owned subsidiary of CMFT (“CCPT V Merger Sub”, and collectively with the CCIT III Merger Sub, the “Merger Subs”), entered into an Agreement and Plan of Merger (as subsequently amended on each of October 22, 2020, October 24, 2020 and October 29, 2020, the “CCPT V Merger Agreement”, and collectively with the CCIT III Merger Agreement, the “Merger Agreements”), pursuant to which CCPT V will merge with and into CCPT V Merger Sub (the “CCPT V Merger” and collectively with the CCIT III Merger, the “Mergers”). Neither of the Mergers is contingent upon the completion of the other.

Subject to the terms and conditions of the Merger Agreements, CCIT III and CCPT V (collectively, the “Target REITs”) will each be merged into a wholly owned subsidiary of the Company. In accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”), the separate existence of each of the Target REITs shall cease at the effective time of the Mergers.

At the effective time of the Mergers and subject to the terms and conditions of the Merger Agreements, each issued and outstanding share of common stock of CCIT III and CCPT V will be converted into the right to receive 1.098 and 2.892 shares of the Company’s common stock, $0.01 par value per share, respectively, subject to the treatment of fractional shares in accordance with the Merger Agreements (the “Merger Consideration”). At the effective time of the Mergers and subject to the terms and conditions of the Merger Agreements, each issued and outstanding share of common stock granted under each of the Target REITs’ 2018 Equity Incentive Plan, whether vested or unvested, will be cancelled in exchange for an amount equal to the applicable Merger Consideration.

The Merger Agreements contain customary representations, warranties and covenants, including covenants relating to the conduct of each of the Target REITs’ and the Company’s respective businesses during the period between the execution of the Merger Agreements and the completion of the Mergers, subject to certain exceptions.

Pursuant to the terms of the Merger Agreements, the Target REITs had a “go shop” period that ended on 11:59 p.m. New York City time on October 7, 2020 (the “Go Shop Period End Time”) during which the Target REITs and its subsidiaries and representatives could initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions. Following the Go Shop Period End Time, the Target REITs and its subsidiaries and representatives may not solicit, provide information or enter into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions set forth in the Merger Agreements.

The Merger Agreements also provide that prior to the applicable Stockholder Approval (as defined below), each of the Target REITs’ board of directors may, under specified circumstances, make an Adverse Recommendation Change (as defined in the Merger Agreements), including withdrawing its recommendation of the applicable Merger, subject to complying with certain conditions set forth in the applicable Merger Agreement.

The Merger Agreements may be terminated under certain circumstances, including by the applicable Target REIT or the Company if the Mergers have not been consummated on or before 11:59 p.m. New York time on May 30, 2021 (the “Outside Date”), if a final and non-appealable order is entered permanently restraining or otherwise prohibiting the transactions contemplated by the applicable Merger Agreement, if the applicable Stockholder Approval has not been obtained at the

In addition, each of the Target REITs may terminate its respective Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (each as defined in the Merger Agreements) at any time prior to receipt by the Target REIT of the Stockholder Approval pursuant to and subject to the terms and conditions of that Merger Agreement.

The Company may terminate the Merger Agreements at any time prior to the receipt of the applicable Stockholder Approval, in certain limited circumstances, including upon (i) an Adverse Recommendation Change, (ii) a tender offer or exchange offer that is commenced which the Target REIT Board fails to recommend against or (iii) a breach by the Target REITs, in any material respect, of their obligations under the go shop or no solicitation provisions set forth in the Merger Agreements.

If a Merger Agreement is terminated because the Merger was not consummated before the Outside Date or because the Stockholder Approval was not obtained, and (i) an Acquisition Proposal (as defined in that Merger Agreement) has been publicly announced or otherwise communicated to the Target REIT’s stockholders prior to the Stockholders Meeting and (ii) within 12 months after the date of such termination (A) the Target REIT consummates or enters into an agreement (that is thereafter consummated) in respect of an Acquisition Proposal for 50% or more of the Target REIT’s equity or assets or (B) the Target REIT Board recommends or fails to recommend against an Acquisition Proposal structured as a tender or exchange offer for 50% or more of the Target REIT’s equity and such Acquisition Proposal is actually consummated, then CCIT III and CCPT V must pay to the Company a termination fee of $710,000 and $9.85 million, respectively, and up to $130,000 and $1.79 million, respectively, as reimbursement for the Company’s Expenses (as defined in the Merger Agreements).

If either of the Merger Agreements is terminated in connection with the applicable Target REIT’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then CCIT III or CCPT V must pay to the Company a termination fee of $710,000 and $9.85 million, respectively, and up to $130,000 and $1.79 million, respectively, as reimbursement for CMFT’s Expenses, subject to certain exceptions set forth in applicable the Merger Agreement.

The obligation of each party to consummate the applicable Merger is subject to a number of customary conditions, including receipt of the approval of the Mergers (and of an amendment to each of the Target REIT’s charter that is required to consummate the Mergers) by holders of a majority of the outstanding shares of the applicable Target REIT’s common stock entitled to vote thereon (the “Stockholder Approval”), delivery of certain documents and legal opinions, the truth and correctness of the representations and warranties of the applicable parties (subject to the materiality standards contained in the applicable Merger Agreement) and the absence of a CCIT III Material Adverse Effect, CCPT V Material Adverse Effect or CMFT Material Adverse Effect (as each term is defined in the applicable Merger Agreement).

On August 30, 2020, the Company, CCIT II and CCIT II Merger Sub, entered into the CCIT II Merger Agreement, pursuant to which CCIT II would have merged with and into CCIT II Merger Sub, with CCIT II Merger Sub surviving the merger as the surviving entity such that following the merger, the surviving entity would have continued as a wholly owned subsidiary of the Company. The CCIT II Merger Agreement was subsequently terminated on October 29, 2020 and, as a result, all provisions of the Merger Agreement relating to CCIT II or the CCIT II Merger Agreement are no longer applicable.

Concurrently with the entry into the Merger Agreements, each of the Target REITs and its respective advisor entered into a letter agreement (the “Termination Agreement”). Pursuant to each Termination Agreement, the advisory agreement between the applicable Target REIT and its respective advisor (each, an “Advisory Agreement”) will be terminated at the effective time of the applicable Merger. Also pursuant to each Termination Agreement, each of the Target REIT’s respective advisor agreed to waive any subordinated performance fee or disposition fee it otherwise would be entitled to pursuant to the Advisory Agreement related to the applicable Merger. In the event either of the Merger Agreements is terminated in accordance with its terms, the applicable Termination Agreement will be automatically terminated.

In connection with the contemplated Mergers, on August 30, 2020, the Board approved the suspension of the DRIP, and, therefore, distributions paid after that date will be paid in cash to all stockholders unless and until the DRIP is reinstated. Additionally, on August 30, 2020, the Board approved the suspension of the Company’s share redemption program, and therefore, no shares will be redeemed from the Company’s stockholders after that date unless and until the share redemption program is reinstated.

Also on August 30, 2020, the Company, 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 (the “CCIT II Merger Agreement”), pursuant to which CCIT II would merge with and into CCIT II Merger Sub (the “CCIT II Merger”). At the effective time of the CCIT II Merger and subject to the terms and conditions of the CCIT II Merger Agreement, each issued and outstanding share of common stock of CCIT II would have converted into the right to receive 1.501 shares of the Company’s common stock, $0.01 par value per share, subject to the treatment of fractional shares in accordance with the CCIT II Merger Agreement.

The CCIT II Merger Agreement also provided that prior to the approval of the CCIT II Merger by holders of a majority of the outstanding shares of CCIT II common stock entitled to vote thereon (the “CCIT II Stockholder Approval”), CCIT II’s board of directors could, under specified circumstances, make an Adverse Recommendation Change (as defined in the CCIT II Merger Agreement), including withdrawing its recommendation of the CCIT II Merger, subject to complying with certain conditions set forth in the CCIT II Merger Agreement. In addition, CCIT II could terminate the CCIT II Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (each as defined in the CCIT II Merger Agreement) at any time prior to the CCIT II Stockholder Approval, pursuant to and subject to the terms and conditions of the CCIT II Merger Agreement.

Prior to the CCIT II Stockholder Approval, CCIT II received an acquisition proposal that CCIT II’s board of directors determined to be a Superior Proposal. As a result, on October 29, 2020, CCIT II terminated the CCIT II Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal and, as a result, all provisions of the Merger Agreements relating to CCIT II or the CCIT II Merger Agreement are no longer applicable. In accordance with the termination of the CCIT II Merger Agreement, CCIT II paid to the Company a termination fee of $7.38 million and agreed to pay up to $3.69 million as reimbursement for the Company’s expenses.