CMRF 8-K
Cim Group, Inc. (CMRF)
8-K
2024-09-05
For: 2024-08-29
View Original
Added on
April 04, 2026
| 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): August 29, 2024
| (Exact Name of Registrant as Specified in Its Charter) | |||||||||||||||||||||||||||||
Commission file number 000-54939
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| (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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| None | None | 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. | ||||
On August 29, 2024, CMFT Corporate Credit Securities, LLC (the “Borrower”), an indirect wholly owned, bankruptcy-remote subsidiary of CIM Real Estate Finance Trust, Inc. (the “Company”), Citibank, N.A. (the “Bank”), as administrative agent and as lender, CMFT Securities Investments, LLC, a wholly owned subsidiary of the Company, as equityholder and as collateral manager, the Bank (acting through its Agency & Trust division), as both a collateral agent and as a collateral custodian, and Virtus Group, LP, as collateral administrator, entered into Amendment No. 4 and Waiver of Credit and Security Agreement (the “Fourth Amendment”) to amend the revolving credit and security agreement dated December 31, 2019 (as previously amended, the “Credit and Security Agreement”), as previously discussed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (“SEC”) on January 7, 2020, and as amended on March 19, 2020, October 4, 2021 and June 23, 2022 as discussed in a Current Report on Form 8-K filed by the Company with the SEC on March 24, 2020, October 8, 2021 and June 28, 2022, respectively. In connection with the sale of certain of the Collateral (as defined in the Credit Security Agreement), the Fourth Amendment was entered into to, among other things, modify the definition of Facility Amount as used in the Credit and Security Agreement by decreasing available borrowings under the Credit and Security Agreement to $18.0 million and to waive any defaults under the Credit and Security Agreement that may be caused by the sale of such Collateral. In connection with the Fourth Amendment, the Borrower paid down the outstanding balance of the Credit and Security Agreement by $397.5 million and, as of August 29, 2024, the Company had $18.0 million outstanding under the Credit and Security Agreement. Other than the modified terms described above, the material terms of the Credit and Security Agreement remain unchanged.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by the full text of the Fourth Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | ||||
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: September 5, 2024 | CIM REAL ESTATE FINANCE TRUST, INC. | |||||||
| By: | /s/ Nathan D. DeBacker | |||||||
| Name: | Nathan D. DeBacker | |||||||
| Title: | Chief Financial Officer, Principal Accounting Officer and Treasurer | |||||||
| (Principal Financial Officer and Principal Accounting Officer) | ||||||||
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 4 AND WAIVER OF CREDIT AND SECURITY
AGREEMENT, dated as of August 29, 2024 (this “Amendment”), among CMFT Corporate Credit Securities, LLC, as borrower (the “Borrower”), CMFT Securities Investments, LLC, as Collateral Manager (the “Collateral Manager”), CMFT Securities Investments, LLC, as equityholder (the “Equityholder”), Citibank, N.A., as lender (the “Lender”), Citibank, N.A., as administrative agent (the “Administrative Agent”), Citibank, N.A., acting through its Agency & Trust division, as collateral agent (in such capacity, the “Collateral Agent”) and as collateral custodian (in such capacity, the “Custodian”), and Virtus Group, LP, as collateral administrator (in such capacity, the “Collateral Administrator”).
WHEREAS, the Borrower, the Collateral Manager, the Equityholder, the Lender and the other lenders from time to time parties thereto, the Administrative Agent, the Collateral Agent, the Custodian and the Collateral Administrator, are party to the Credit and Security Agreement, dated as of December 31, 2019 (as amended and waived from time to time prior o the date hereof, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with a sale of certain of the Collateral (the “Specified Sale”), the Borrower would like to reduce the Facility Amount to $18,000,000;
WHEREAS, the Specified Sale may result in one or more Defaults or Events of Default under Sections 6.01(d) and (e) of the Credit Agreement (collectively, the “Covenant Defaults”);
WHEREAS, the Borrower and the Collateral Manager have requested that the Administrative Agent and the Lender agree to waive (x) each Specified Default and (y) any other Default or Event of Default that may have occurred under the Credit Agreement solely as a result of the occurrence and continuance of the Specified Sale or a Covenant Default (such other Defaults or Events of Default, the “Specified Events of Default”);
WHEREAS, the parties hereto desire to waive (i) each Covenant Default , (ii) each Specified Event of Default and (iii) all requirements relating to the sale of Collateral Loans under Section 10.01 of the Credit Agreement with respect to the Specified Sale, in each case, in accordance with Section 12.01 of the Credit Agreement and subject to the terms and conditions and amendments set forth herein; and
WHEREAS, the Administrative Agent hereby authorizes and directs the Collateral Agent, the Custodian and the Collateral Administrator to execute this Amendment.
NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I
Definitions
Terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement.
ARTICLE II
Amendment and Waiver of the Credit Agreement.
SECTION 2.1. The “Minimum Equity Amount” shall be amended by deleting “$15,000,000” and inserting “$5,000,000” in lieu thereof.
SECTION 2.2. Clause (a) of the definition of “Reinvestment Period” shall be amended by deleting “the date that is three (3) years after the Third Amendment Effective Date” and inserting “August 29, 2024” in lieu thereof.
SECTION 2.3. The Administrative Agent and Lender hereby (a) waive (i) each Covenant Default, (ii) each Specified Event of Default and (iii) all requirements relating the sale of Collateral Loans under Section 10.01 with respect to the Specified Sale, in each case, in accordance with Section 12.01 of the Credit Agreement and subject to the terms and conditions and amendments set forth herein and (b) consent to the Specified Sale.
SECTION 2.4. Notwithstanding anything contained in the Credit Agreement to the contrary, on the date hereof, the Borrower shall be permitted to make a Restricted Payment to the Equityholder in an amount equal to $80,486,311.66; provided that the Equityholder may apply a portion of such proceeds to purchase subordinated notes in connection with the securitization transaction contemplated in connection with the Specified Sale.
ARTICLE III
Representations and Warranties
SECTION 3.1. The Borrower hereby represents and warrants to each other party hereto that, as of the date first written above, (i) after giving effect to the amendments and waivers set forth in Article II above, no Default or Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Credit Agreement and the other Facility Documents are true and correct in all material respects on and as of such day (other than any representation and warranty that is made as of a specific date).
ARTICLE IV
Conditions Precedent
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SECTION 4.1. This Amendment shall become effective as of the date hereof upon (a) the execution and delivery of this Amendment by each party hereto and (b) the reduction of the Advances Outstanding to $18,000,000.
ARTICLE V
Miscellaneous
SECTION 5.1. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
SECTION 5.2. Severability Clause. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
SECTION 5.3. Ratification. Except as expressly amended hereby, the Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Credit Agreement for all purposes.
SECTION 5.4. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
SECTION 5.5. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
CMFT CORPORATE CREDIT SECURITIES, LLC,
as Borrower
By /s/ Nathan DeBacker
Name: Nathan DeBacker
Title: Vice President, Chief Financial Officer and Treasurer
CMFT SECURITIES INVESTMENTS,
LLC, as Collateral Manager
By /s/ Nathan DeBacker
Name: Nathan DeBacker
Title: Vice President, Chief Financial Officer and Treasurer
[Signature Page to Amendment and Waiver of Credit Agreement] | ||
CITIBANK, N.A., as Administrative Agent and as a Lender
By: /s/ Vincent Nocerino Name: Vincent Nocerino
Title: Vice President
[Signature Page to Amendment and Waiver of Credit Agreement] | ||
CMFT SECURITIES INVESTMENTS, LLC, as
the Equityholder
By /s/ Nathan DeBacker
Name: Nathan DeBacker
Title: Vice President, Chief Financial Officer and Treasurer
[Signature Page to Amendment and Waiver of Credit Agreement] | ||
CITIBANK, N.A., (acting through its Agency & Trust division) as Custodian and as Collateral Agent
By: /s/ Veronica Rayo Name: Veronica Rayo
Title: Senior Trust Officer
[Signature Page to Amendment and Waiver of Credit Agreement] | ||
VIRTUS GROUP, LP, as Collateral Administrator
By: Rocket Partners Holdings, LLC, its General Partner
By: /s/ Paul Plank
Name: Paul Plank
Title: Authorized Signatory
[Signature Page to Amendment and Waiver of Credit Agreement] | ||