CIM REAL ESTATE FINANCE TRUST, INC. (Form: 8-K, Received: 08/02/2021 17:14:22)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 27, 2021

CIM Real Estate Finance Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Commission file number 000-54939

Maryland

27-3148022

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)

2398 East Camelback Road, 4th Floor

Phoenix,

Arizona

85016

(Address of principal executive offices)

(Zip Code)

(602)

778-8700

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o


Item 1.01			Entry into a Material Definitive Agreement

First Amendment to Master Repurchase Agreement

On July 27, 2021, CMFT RE Lender RF Sub BB, LLC (“Lender Sub”), an indirect wholly-owned subsidiary of CIM Real Estate Finance Trust, Inc. (the “Company”), entered into the First Amendment to the Master Repurchase Agreement with Barclays Bank PLC (“Barclays”) (the “Amended Barclays Repurchase Agreement”). The Amended Barclays Repurchase Agreement modifies the Company’s Master Repurchase Agreement with Barclays, as described in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on September 24, 2020 (the “Barclays Repurchase Agreement”) to extend the maturity date to September 21, 2024. Pursuant to the Amended Barclays Repurchase Agreement, Lender Sub paid all Barclays’ costs and expenses incurred in connection with the consummation of the amendment, as well as an extension fee of $500,000 paid to Barclays.

The Amended Barclays Repurchase Agreement contains representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. The foregoing summary of Amended Barclays Repurchase Agreement does not purport to be a complete description and is qualified in its entirety by the full text of the Amended Barclays Repurchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						First Amendment to Master Repurchase Agreement, dated July 27, 2021, by and between CMFT RE Lending RF Sub BB, LLC and Barclays Bank PLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated: August 2, 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)

Exhibit 10.1

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

THIS FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated July 27, 2021 (this “Amendment”), is entered into by and among BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), CMFT RE LENDING RF SUB BB, LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”) and acknowledged by CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation, as Guarantor (“Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).

RECITALS

WHEREAS, Purchaser and Seller are parties to that certain Master Repurchase Agreement, dated as of September 21, 2020 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); and

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement.

NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

AMENDMENTS TO REPURCHASE AGREEMENT

(a)Article 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “Availability Period” in its entirety and replacing it with the following:

“Availability Period” shall mean the period (i) beginning on the Closing Date and (ii) ending September 20, 2024, or such later date as may be in effect pursuant to Article 3(f).

ARTICLE 2

REPRESENTATIONS

Each of Seller and Purchaser represents and warrants (as to itself) to the other party hereto, as of the date of this Amendment, as follows:

(a)all representations and warranties made by it in the Transaction Documents to which it is a party are true and correct;

(b)it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;

(c)the person signing this Amendment on its behalf is duly authorized to do so on its behalf;

(d)the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected; and

(e)this Amendment has been duly executed and delivered by it.

ARTICLE 3

EXPENSES

On or prior to the date hereof, Seller shall pay to Purchaser the July 2021 Extension Fee and no other extension fee (including any applicable Availability Period Extension Fee) shall be owed by Seller to Purchaser in connection with the extension of the Availability Period hereunder. For purposes of this Amendment, the “July 2021 Extension Fee” shall mean a non-refundable fee that shall be deemed due, earned and payable on the date hereof in an amount equal to $500,000.00.

In addition, Seller shall pay on demand all of Purchaser’s costs and expenses, including fees and expenses of attorneys, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.

ARTICLE 4

GOVERNING LAW

THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

ARTICLE 5

MISCELLANEOUS

(a)Except as expressly amended or modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Amendment.

(b)This Amendment may be executed in counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this

Amendment in electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.

(c)The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.

(d)This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Repurchase Agreement.

(e)This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f)This Amendment and the Repurchase Agreement, as amended hereby, are a single Transaction Document.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the date first above written.

PURCHASER:

BARCLAYS BANK PLC

By: /s/ Francis X. Gilhool

Name: Francis X. Gilhool

Title: Authorized Signatory

[SIGNATURE CONTINUES ON FOLLOWING PAGES]

Barclays-CIM - First Amendment to MRA

SELLER:

CMFT RE LENDING RF SUB BB, LLC, as Seller

By: /s/ Nathan DeBacker

Name: Nathan DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

ACKNOWLEDGED AND AGREED :

GUARANTOR:

CIM REAL ESTATE FINANCE TRUST, INC., as Guarantor

By: /s/ Nathan DeBacker

Name: Nathan DeBacker

Title: Chief Financial Officer and Treasurer

Barclays-CIM - First Amendment to MRA