CIM Real Estate Finance Trust, Inc. Announces Completion of Merger with CIM Income NAV, Inc.

PHOENIX–(BUSINESS WIRE) – CIM Real Estate Finance Trust, Inc. (“CMFT”) announced today that it has acquired CIM Income NAV, Inc. (“INAV”) in a tax-exempt stock merger transaction under the definitive agreement executed in September 2021. CMFT is a privately held real estate investment trust (“REIT”) managed by affiliates of the CIM Group, LLC (“CIM”).

The transaction represents another step in the implementation of CMFT’s business plan and is expected to further position the REIT for a public listing, which is slated for 2022, subject to market conditions and the continued successful execution of its business plan. Following the merger, CMFT will become one of the largest credit-oriented REITs with an enterprise value of approximately 6.1 billion and improved access to capital markets that this transaction will bring.

“We believe the merger will bring significant shareholder benefits and, in particular, the larger size should make the company more attractive to investors as it prepares for listing,” said Richard Ressler, principal and co-founder of CIM Group.

The merger was subject to the approval of the INAV shareholders, who voted in favor of the transaction at a virtual extraordinary shareholders’ meeting on December 14, 2021. Under the merger agreement, INAV shareholders will receive a premium of approximately 10.6% for each share of INAV common stock, based on the average exchange ratio for each share class.

1)

There is no guarantee that a listing will take place in the expected time or at all.

2)

Based on the respective outstanding shares of CMFT and INAV and their associated debt as of September 30, 2021.

Cautionary Statement Regarding Forward-Looking Information

This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Statements can generally be identified as forward-looking because they contain words such as “believes,” “anticipates,” “expects,” “would,” “might,” or similar meanings. Statements that describe future plans and goals are also forward-looking statements. These statements are based on management’s current expectations for CMFT and on currently available industry, financial and economic data. Actual results could differ materially from those expressed or implied in the forward-looking statements, which are subject to a number of risks and uncertainties, many of which are beyond the control of the company, including, but not limited to, CMFT’s ability to achieve those anticipated Achieve cost synergies or participate in liquidity events or public offers; the availability of suitable investment or sale opportunities; the impact of the COVID-19 pandemic on the operations and financial condition of CMFT and the real estate industry in which it operates, including in terms of occupancy, rent deferrals and the financial condition of its tenants; general financial and economic conditions that may be affected by government responses to the COVID-19 pandemic; Legislative and regulatory changes; and other factors, including those set out in the “Risk Factors” section of the latest CMFT Annual Report on Form 10-K, as amended, and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) and others reports filed by CMFT with the SEC, copies of which are available on the SEC website at www.sec.gov. Forward-looking statements are not guarantees of performance or results and apply only as of the date these statements are made. Except as required by law, CMFT assumes no obligation to update or revise any forward-looking statements in this release, whether as a result of new information, future events, changes in assumptions or circumstances, or for any other reason.

About CIM Real Estate Finance Trust, Inc.

CMFT is a public, unlisted corporation that has opted for taxation and is currently qualifying as a REIT. CMFT has interests in net lease and multi-tenant retail real estate, as well as real estate loans and other credit investments. CMFT is managed by CIM’s affiliates.

About the CIM group

CIM is a community based real estate and infrastructure owner, operator, lender and developer. Since 1994, CIM has sought value on projects and positively impacted the lives of people in communities across America by donating more than $ 60 billion in major real estate and infrastructure projects. The diverse team of experts at CIM applies its broad knowledge and disciplined approach to the practical management of property, from due diligence to operation and sale. CIM strives to make a meaningful difference in the world by implementing key environmental, social and governance (ESG) initiatives and improving every community it invests in. Further information is available at www.cimgroup.com.