SC 14D9

As filed with the Securities and Exchange Commission on August 31, 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

CIM REAL ESTATE FINANCE TRUST, INC.

(Name of Subject Company)

CIM REAL ESTATE FINANCE TRUST, INC.

(Name of Person(s) Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

19326U100

(CUSIP Number of Class of Securities)

Nathan D. DeBacker

CIM Real Estate Finance Trust, Inc.

Chief Financial Officer and Treasurer

2398 East Camelback Road, 4th Floor

Phoenix, Arizona 85016

(602) 778-8700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person(s) Filing Statement)

With Copies to:

Lauren Burnham Prevost

Seth K. Weiner

Morris, Manning & Martin, LLP

1600 Atlanta Financial Center

3343 Peachtree Road, N.E.

Atlanta, Georgia 30326-1044

(404) 233-7000

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

SCHEDULE 14D-9

This Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) relates to the cash tender offer by Comrit Investments 1, Limited Partnership (“Comrit”) to purchase an aggregate of up to 18,300,000 shares of the outstanding common stock, par value $0.01 per share, of CIM Real Estate Finance Trust, Inc., a Maryland corporation (which we refer to herein as the “Company,” “we,” “our” or “us”), at a price of $5.01 per share (the “Offer Price”) in cash. As discussed below, the Company’s board of directors recommends that the stockholders reject the tender offer by Comrit to purchase their shares of the Company’s common stock.

Item 1. Subject Company Information.

(a) Name and Address. The name of the subject company is CIM Real Estate Finance Trust, Inc., a Maryland corporation. The address of the principal executive offices of the Company is 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016, and the Company’s telephone number is (602) 778-8700.

(b) Securities. The class of equity securities to which this Schedule 14D-9 relates is the Company’s common stock, par value $0.01 per share (the “Shares”). As of August 30, 2021, there were 362,121,665 shares of common stock outstanding.

Item 2. Identity and Background of Filing Person.

(a) Name and Address. The Company is the filing person. The name, address and telephone number of the Company are set forth in Item 1(a) above, which information is incorporated herein by reference.

(b) Tender Offer. This Schedule 14D-9 relates to the cash tender offer by Comrit to purchase up to 18,300,000 Shares at a purchase price equal to $5.01 per share, subject to the conditions set forth in the Offer to Purchase dated August 24, 2021 (the “Offer to Purchase”) and the related Assignment Form (together with the Offer to Purchase, the “Comrit Offer”), as set forth in Comrit’s Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on August 24, 2021 (the “Schedule TO”).

According to the Schedule TO, the address and principal executive offices of Comrit are 9 A’had Ha’am Street, Tel Aviv, Israel 6129101, and its telephone number is 972-3-519-9936.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

As of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and Comrit and its executive officers, directors or affiliates.

As of the date of this Schedule 14D-9, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or its affiliates and the executive officers, directors or affiliates of the Company, except for the agreements, arrangements or understandings and actual or potential conflicts of interest discussed in (a) the section entitled “Part I – Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021 (the “2020 Form 10-K”), as well as Note 12, Related-Party Transactions and Arrangements, to the Consolidated Financial Statements contained in “Part IV – Item 15. Exhibits and Financial Statement Schedules” in the 2020 Form 10-K, which information is incorporated herein by reference, (b) the sections entitled “Part III – Item 10. Directors, Executive Officers and Corporate Governance – Independence,” “Part III – Item 10. Directors, Executive Officers and Corporate Governance – Board Committees – Audit Committee,” “Part III – Item 10. Directors, Executive Officers and Corporate Governance – Board Leadership Structure,” “Part III – Item 11. Executive Compensation – Compensation of Directors,” “Part III – Item 11. Executive Compensation – Compensation Committee Interlocks and Insider Participation,” “Part III – Item 11. Executive Compensation – Compensation of Executive Officers,” “Part III – Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” and “Part III – Item 13. Certain Relationships and Related Transactions and Director Independence” in the Company’s Amendment No. 1 on Form 10-K/A to the 2020 Form 10-K, filed with the SEC on April 27, 2021 (the “2020 Form 10-K/A”), which information is incorporated herein by reference, and (c) Note 12, Related-Party Transactions and Arrangements, to the Condensed Consolidated Financial Statements contained in the section entitled “Part I – Item 1. Financial Statements” in the Quarterly Report on Form 10-Q for the period ended June 30, 2021, filed with the SEC on August 16, 2021 (the “Quarterly Report”), which information is incorporated herein by reference. The 2020 Form 10-K and 2020 Form 10-K/A were previously made available to all of the Company’s stockholders within the past year, and the 2020 Form 10-K, 2020 Form 10-K/A and Quarterly Report are available for free on the SEC’s web site at www.sec.gov.

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Item 4. The Solicitation or Recommendation.

(a) Recommendation. The Company’s board of directors recommends that the stockholders reject the tender offer by Comrit to purchase their shares of the Company’s common stock. The information set forth in the letter to stockholders, dated August 26, 2021 (the “Letter to Stockholders”), a copy of which is filed as Exhibit (a)(1) to this Schedule 14D-9, is incorporated herein by reference.

(b) Reasons. The information set forth in the Letter to Stockholders, a copy of which is filed as Exhibit (a)(1) to this Schedule 14D-9, is incorporated herein by reference.

(c) Intent to Tender. After reasonable inquiry and to the best knowledge of the Company, none of the Company’s executive officers, directors, affiliates or subsidiaries intends to tender or sell Shares held of record or beneficially owned by them pursuant to the Comrit Offer.

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

To the knowledge of the Company, neither the Company nor any person acting on its behalf has, directly or indirectly, employed, retained or compensated, or intends to employ, retain or compensate, any person or class of persons to make solicitations or recommendations to the stockholders in connection with the Comrit Offer.

Item 6. Interest in Securities of the Subject Company.

Based on the Company’s records and on information provided to the Company by its directors, executive officers, affiliates and subsidiaries, during the past 60 days prior to the filing of this Schedule 14D-9, no transactions with respect to the Shares have been effected by the Company, its executive officers, directors, affiliates or subsidiaries, except as set forth below in this Item 6.

On May 25, 2021, as part of the annual retainers paid to the Company’s independent directors and pursuant to the Company’s 2018 Equity Incentive Plan, Marcus E. Bromley, Stephen O. Evans, Robert A. Gary IV and Calvin E. Hollis were each granted 1,025.992 restricted Shares. The restricted Shares will vest on October 1, 2021.

Item 7. Purposes of the Transaction and Plans or Proposals.

(a)  Except as set forth in this Schedule 14D-9, the Company is not undertaking and is not engaged in any negotiations in response to the Comrit Offer that relate to a tender offer or other acquisition of the Shares by the Company, any subsidiary of the Company or any other person.

(b)  Except as set forth in this Schedule 14D-9, the Company is not undertaking and is not engaged in any negotiations in response to the Comrit Offer that relate to, or would result in, (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any subsidiary of the Company; (ii) any purchase, sale or transfer of a material amount of assets of the Company or any subsidiary of the Company; or (iii) any material change in the present distribution rate or policy, or indebtedness or capitalization of the Company.

(c)  Except as set forth in this Schedule 14D-9, there are no transactions, board resolutions, agreements in principle or signed contracts entered into in response to the Comrit Offer that relate to one or more of the matters referred to in this Item 7.

Item 8. Additional Information.

Cautionary Note Regarding Forward-Looking Statements

Certain statements of the Company included in this Schedule 14D-9 that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are 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 are only predictions. We caution that forward-looking statements are not guarantees. Actual events and results of operations could differ materially from those expressed or implied in any forward-looking statements. Forward-looking statements are typically identified by the use of terms such as “may,” “should,” “expect,” “could,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The forward-looking statements included herein are based upon management’s current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among

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other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in the forward-looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in the Company’s SEC reports, including, but not limited to, in the sections entitled “Part I – Item 1A. Risk Factors” in the Company’s 2020 Form 10-K (incorporated herein by reference) and “Part II – Item 1A. Risk Factors” in the Company’s Quarterly Report (incorporated herein by reference). These factors include, but are not limited to: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts; policies and guidelines applicable to real estate investment trusts; the Company’s ability to maintain tenancy occupancy levels; the availability of capital and debt financing; and the Company’s ongoing relationship with its advisor and affiliates.

Stockholders are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Schedule 14D-9 is filed with the SEC. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Schedule 14D-9, and the Company does not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9. Exhibits.

Exhibit No.	Description
(a)(1)*	Letter to Stockholders from Richard S. Ressler, Chief Executive Officer, President and Chairman of the Board of Directors of the Company, dated as of August 26, 2021.
(e)(1)**	Excerpts from the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2021.
(e)(2)**	Excerpts from Amendment No. 1 on Form 10-K/A to the Company's Annual Report on Form 10-K filed by the Company with the SEC on April 27, 2021.
(e)(3)**	Excerpts from the Quarterly Report on Form 10-Q filed by the Company with the SEC on August 16, 2021.

_________________

*    Included in copy mailed to stockholders.

**    Those sections of the 2020 Form 10-K, 2020 Form 10-K/A and Quarterly Report specified in Items 3 and 8 hereto are incorporated herein by reference.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 31, 2021	CIM REAL ESTATE FINANCE TRUST, INC.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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EX-99.(A)(1)

Exhibit (a)(1)

The Board of Directors recommends that you reject the

unsolicited tender offer to sell your shares of CIM Real

Estate Finance Trust, Inc. to Comrit Investments 1.

August 26, 2021

If you are considering selling your shares in CIM Real Estate Finance Trust, Inc. (the “Company”) to Comrit Investments 1, Limited Partnership (“Comrit”), please read all of the information below.

Dear Shareholder:

On August 24, 2021, Comrit commenced an unsolicited tender offer to purchase up to 18,300,000 shares of the Company’s common stock at a price equal to $5.01 per share, in cash (the “Offer”). This is not an offer from the Company, and Comrit is not affiliated in any way with the Company, its sponsor or CIM Group.

The Company’s Board of Directors (the “Board”) has carefully evaluated the terms of the Offer and has unanimously determined that the Offer is not in the best interests of the Company’s shareholders. Although each shareholder has individual liquidity needs and must evaluate the Offer accordingly, the Board does not recommend or endorse the Offer and recommends that shareholders REJECT this unsolicited Offer and NOT tender their shares.

To reject the Offer, simply ignore it. You do not need to respond.

The Board’s recommendation is based on several factors, including:

•Comrit’s offer is 30% less than the most recent net asset value per share of $7.20. The Board believes the Offer price is significantly below the current and potential long-term value of the shares, and is an opportunistic attempt by Comrit to purchase your shares at a deeply discounted price. The Board approved anestimated per share net asset value (“NAV”) of the Company’s stock of $7.20 as of March 31, 2021. Comrit’s Offer price of $5.01 per share is $2.19 less than this estimated value. This translates to a 30% discount to the Company’s current NAV.

•Comrit’s strategy is to buy your shares at a significant discount. Comrit has acknowledged that the Offer is being made with “the intention of making a profit” and that the Offer price was established as the lowest price that might be acceptable to the Company’s shareholders, consistent with these objectives.

•Comrit’s offer is not based on the value of the Company’s real estate.The Board, in determining the most recent estimated per share NAV of $7.20, engaged an independent valuation firm to appraise the Company’s real estate assets in accordance with the valuation guidelines previously established by the Board. By contrast, Comrit provides that it analyzed factors which include its objective of making a profit and its costs to acquire your shares, and Comrit acknowledges that it has not made an independent appraisal of the Company’s properties and is not qualified to appraise real estate.

•Shareholders will forfeit future distributions if they sell their shares to Comrit.To date, the Company has paid 112 consecutive monthly distributions to its shareholders, with a current annualized distribution rate of $0.36 per share using the current monthly distribution of $0.0303 per share, which equates to an annualized yield of 5.05% per share based on the most recent estimated per share NAV. While there are no guarantees of future distributions or liquidity events, if you sell, you will no longer receive monthly distributions or otherwise have any rights with respect to the shares that you sell, including any appreciation in the value of the common stock.

•There is no guarantee of when the Offer will conclude or tendering shareholders will be paid.There is no guarantee that the Offer can or will be completed as soon as Comrit contemplates in its offer. The Offer initially expires on September 30, 2021, and this date may be extended by Comrit, subject to compliance with applicable securities laws, in its sole discretion.

•Comrit can change the terms of their Offer. Comrit expressly reserves the right to amend the terms of the Offer, including by decreasing the $5.01 offer price or by changing the number of shares being sought, at any time before the Offer expires.

The Company encourages you to follow the Board’s recommendation and NOT tender your shares to Comrit.

Please consult with your financial professional or tax advisor when considering the Offer. If you do tender your shares to Comrit, you may withdraw your tender before the expiration of the Offer by sending a written or facsimile notice to Central Trade and Transfer, Comrit’s transfer agent. The Offer is currently scheduled to expire at 11:59 P.M. Eastern Time on September 30, 2021.

Please be assured that your personal information continues to be held in the same confidence we maintain in all interactions with our shareholders. Comrit does not have access to ANY of your personal or account information and will not have that information unless you tender your shares.

We have filed a Schedule 14D-9 with the Securities and Exchange Commission (the “SEC”) in response to the Offer, which is available free of charge on the SEC’s website at http://www.sec.gov. If you have any questions related to the Offer or need further information about your options, please contact your financial professional or CIM’s Shareholder Relations team at 866.907.2653. 

Richard S. Ressler

Chairman of the Board of Directors, Chief Executive Officer and President

CIM Real Estate Finance Trust, Inc.

Certain statements contained herein, 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, statements related to the Company’s expectations regarding the performance of its business and the methodology and assumptions used in determining the most recent estimated per share NAV of the Company’s common stock, the Company’s ability to continue to pay monthly distributions at the same rate or at all, and potential liquidity events or future appreciation of the shares. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021 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 letter and in the Company’s filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

CIM GROUP2398 EAST CAMELBACK ROAD, 4TH FLOOR, PHOENIX, ARIZONA 85016 | PH 866.341.2653 | CIMGROUP.COM

SECURITIES DISTRIBUTED BY AFFILIATE BROKER-DEALER: CCO CAPITAL, LLC, MEMBER FINRA /SIPC