CIM Commercial Trust Corporation Announces Rights Offering | Business

DALLAS – (BUSINESS WIRE) – Jun 1, 2021–

CIM Commercial Trust Corporation (NASDAQ: CMCT and TASE: CMCT-L) (“we”, “our”, “CMCT”, “CIM Commercial” or the “Company”), a Real Estate Investment Trust (“REIT”) that acquires, owns and operates (including improving and developing such assets) primarily Class A and creative office assets in dynamic and emerging major cities in the United States, announced today that it intends to make a rights offering for a total of approximately 137.3 Million US dollars of newly issued common stock of the company with a par value of $ 0.001 per share (“Common Shares”). June 11, 2021, 4:00 p.m. New York time was set as the record date for the planned subscription offer.

“This offering will provide CMCT growth capital and improved financial flexibility, size and diversification while allowing shareholders to retain their stake in CMCT,” said David Thompson, chief executive officer of CIM Commercial.

“CMCT was one of the most active US publicly traded REITs in selling stabilized assets from 2016 to 2019. We have maintained a high quality portfolio in attractive markets with significant growth potential. Although the pandemic has delayed our efforts to significantly increase the cash flow and value of our portfolio, we remain confident of these internal growth opportunities. In addition, we see numerous potential attractive acquisition opportunities. “

“We believe that using the CIM Group’s large-scale real estate platform to source and execute these potential acquisitions and realize our significant growth opportunities for the same businesses will maximize shareholder value in the short, medium and long term.”

With the start of the planned subscription rights offer, the company will distribute a non-transferable subscription right to the holders registered on the record date for each common share held by this holder on the record date. Each subscription right entitles its holder to purchase one common share at a subscription price of USD 9.25 per share. Holders of subscription rights who exercise this basic subscription right in full are entitled, under certain restrictions and conditions, to oversubscribe further ordinary shares that are not subscribed to in the subscription rights offer due to the basic subscription rights not being exercised. If the offer is oversubscribed, any exercise of the oversubscription privilege is subject to the proportions described in the supplement to the prospectus for the rights offering. The exercise of subscription rights is also subject to the applicable restrictions on share ownership, which are set out in the company’s articles of association and described in more detail in the supplement to the prospectus. The subscription offer is expected to end on June 23, 2021 at 4:00 p.m. New York time, unless extended by the Company (the “Expiration Date”).

If you are purchasing common shares to participate in the Rights Offering, you must ensure that your purchase is settled on or before June 11, 2021, the record date for the Rights Offering. In general, the settlement day for most stock trades occurs on the second business day after the trade is executed (commonly referred to as T + 2). We strongly encourage you to contact your broker-dealer to discuss and confirm the timing of your purchase of common stock.

Affiliated companies of the CIM Group, LP, which operate and administer the company and which as of May 7, 2021 economically hold approximately 19.9% ​​of the issued and outstanding common shares, have informed us that they have exercised the subscription rights they received under the subscription rights offer and intend to subscribe to additional common shares.

Exercising holders must pay the subscription price in full for all common shares targeted under the rights offering (including all shares for which oversubscription is sought) at the time of submitting their exercise notice. Holders who hold their common stock through a broker, dealer, bank, trustee, TASE member, or other nominee as of the record date should be aware that that nominee will likely set a deadline by which the nominee will provide instructions the exercise must receive subscription rights along with the required subscription payment that is prior to the expiration date. After the Expiration Date, the Company will publicly announce the results of the Rights Offering (including the number of common shares to be issued in connection with the oversubscription right). Common shares subscribed and allotted to exercising shareholders are expected to be issued within six business days of the expiration date. Any holder who subscribes for and pays for a greater number of Common Shares than was allocated in the Rights Offering will be refunded the overpayment amount, without interest or deduction, as soon as possible after the Expiration Date.

The company has B. Riley Securities, Inc. as US dealer manager and Poalim IBI – Underwriting and Issuing Ltd. appointed as Israeli dealer manager in connection with the rights offering.

The subscription offer will be made pursuant to the company’s registration statement on Form S-3 (File Number 333-233255) previously filed with the Securities and Exchange Commission (the “SEC”) and effective November 27, 2019. The subscription offer will be made exclusively by means of a prospectus. The Company is filing a preliminary prospectus supplement and associated base prospectus with the SEC in relation to the Rights Offering, which will be available on the SEC’s website. The Company may at any time prior to the filing of the final Supplement to the Prospectus in relation to the Rights Offering (which is expected to be one Business Day before the Evidence Date) decide not to continue the Rights Offering, in which case no subscription.The rights will be distributed to holders of common shares.

About CIM Commercial

CIM Commercial is a real estate investment trust that purchases, owns and operates primarily Class A and creative office properties in dynamic and emerging major cities in the United States. The properties are primarily in Los Angeles and the San Francisco Bay Area. CIM Commercial is operated by affiliates of the CIM Group, LP, a vertically integrated property owner and operator with multidisciplinary expertise and on-site internal research, acquisition, credit analysis, development, financing, leasing and property management capabilities (www.cimcommercial.com).

IMPORTANT

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company or any of its subsidiaries, nor may there be an offer, solicitation or sale of securities of the Company or any of its subsidiaries in any state or any jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of that state or jurisdiction.

FORWARDING STATEMENTS

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the potential rights offering, including statements containing the words “will”, “expect”, “potentially”, “opportunities” and the words no assurance can be given that (i) that the potential rights offering will be commenced or, if commenced, executed under the terms and conditions described in this press release, (ii) the amount of net proceeds generated by the potential rights offering, or (iii) that the Company will be able to do so To use the proceeds from the potential rights offering as expected, or that the effects of such uses, even if used as expected, of the risks and uncertainties associated with forward-looking statements, please refer to the Annual Report on Form 10-K (as amended), which the company has for the period ending December 31, 2020 and in the preliminary prospectus inserts relating to the rights offering the company filed with the SEC on June 1, 2021. Forward-looking statements are not guarantees of performance or results and apply only as of the date of these statements. CIM Commercial assumes no obligation to publicly update or publish its forward-looking statements, whether as a result of new information, future events, changes in assumptions or circumstances, or for any other reason, except as required by law.

FREE WRITING OF THE PROSPECTUS | CIM COMMERCIAL TRUST CORPORATION

SUBMITTED ACCORDING TO RULE 433 | DATE JUNE 1, 2021 | REGISTRATION DECLARATION NO. 333-233255

CIM Commercial has filed a registration statement (including a base prospectus) with the Securities and Exchange Commission (the “SEC”) in relation to the offering to which this press release relates. Before investing in the prospectus, you should read the preliminary supplement to the prospectus dated June 1, 2021 (and, when available, the final supplement to the prospectus) and the accompanying base prospectus dated December 4, 2019 You read the other documents that CIM Commercial has filed with the SEC for more complete information about CIM Commercial and the potential and subscription offer. You can obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov. You can call the toll-free number 1-866-341-2653 to request a prospectus relating to the prospectus.

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CONTACT: Media relations:

Karen Diehl, Diehl Communications, 310-741-9097

[email protected]

or

Shareholder Relations:

Steve Altebrando, 646-652-8473

[email protected]

KEYWORD: TEXAS UNITED STATES NORTH AMERICA

SECTOR KEYWORD: COMMERCIAL & REAL ESTATE & REAL ESTATE RIDING

SOURCE: CIM Commercial Trust Corporation

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PUB: 06/01/2021 08:25 AM / DISC: 06/01/2021 08:26 AM

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