CIM Commercial Trust Announces Results of Tender Offer for Series L Preferred Stock
November 21 2019 - 1:14AM
Business Wire
CIM Commercial Trust Corporation (NASDAQ: CMCT and TASE: CMCT-L)
(“we”, “our” or the “Company”), a real estate investment trust that
principally acquires, owns, and operates Class A and creative
office assets in vibrant and improving metropolitan communities
throughout the United States, announced today the results of its
cash tender offer to purchase up to 2,693,580 shares of its Series
L Preferred Stock (the “Tender Offer”) at a price of $29.12 U.S.
dollars (“USD”) per share (of which $1.39 USD reflects the amount
of dividends on the Series L Preferred Stock that accrued through
today), as converted to New Israeli Shekels (“ILS”), less any
applicable withholding taxes, which expired at 4:00 P.M., Israel
time (9:00 A.M., New York time), on November 20, 2019.
Based on the counts provided by the coordinator of the Tender
Offer in Israel (the “Israeli Tender Offer Coordinator”) and the
U.S depositary for the Tender Offer, the Tender Offer was
oversubscribed, with a total of 7,964,328 shares of Series L
Preferred Stock properly tendered and not properly withdrawn in the
Tender Offer. As a result, based on such counts, the proration
factor for the Tender Offer is approximately 33.82%.
In accordance with the terms and conditions of the Tender Offer,
the Company expects to purchase, on a pro rata basis, 2,693,580
shares of Series L Preferred Stock at an aggregate purchase price
of $78,437,049.60 USD, excluding fees and expenses related to the
Tender Offer. The shares expected to be purchased represent
one-third of the outstanding shares of Series L Preferred
Stock.
Pursuant to the terms of the Tender Offer, payment for shares of
Series L Preferred Stock purchased in the Tender Offer will be made
in cash in ILS based on the weighted average of the USD/ILS
exchange rates of all the transactions (which may be one or more)
completed by the financial institution through which payment is
converted by the Company from USD to ILS. Such conversion is
expected to occur on November 21, 2019 (Israel Time). Following the
conversion, the Company will announce the applicable weighted
average conversion rate and the price per share of Series L
Preferred Stock purchased in the Tender Offer in ILS, and will pay
or cause to be paid in ILS in respect of all shares of Series L
Preferred Stock accepted for purchase in the Tender Offer.
Questions and requests for assistance by holders of the Series L
Preferred Stock in respect of the Tender Offer may be directed to
Israel Brokerage & Investments, I.B.I. Ltd, the Israeli Tender
Offer Coordinator, at +972-3-5197915, or to Georgeson LLC, the U.S.
information agent, at (800) 903-2897.
IMPORTANT NOTICE
This press release is for informational purposes only and is not
an offer to buy or a solicitation of an offer to sell any
securities of the Company, including the Series L Preferred
Stock.
ABOUT CIM COMMERCIAL TRUST CORPORATION
CIM Commercial Trust is a real estate investment trust that
primarily acquires, owns, and operates Class A and creative office
assets in vibrant and improving metropolitan communities throughout
the United States. Its properties are primarily located in Los
Angeles and the San Francisco Bay Area. CIM Commercial Trust is
operated by affiliates of CIM Group, L.P., a vertically-integrated
owner and operator of real assets with multi-disciplinary expertise
and in-house research, acquisition, credit analysis, development,
financing, leasing, and onsite property management capabilities.
(www.cimcommercial.com)
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements”
regarding the Tender Offer. Such forward-looking statements are
based on particular assumptions that management of the Company has
made in light of its experience, as well as its perception of
expected future developments and other factors that it believes are
appropriate under the circumstances. Forward-looking statements are
necessarily estimates reflecting the judgment of the Company and
involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the
forward-looking statements. For a list and description of the risks
and uncertainties inherent in forward-looking statements, see the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018 and the Schedule TO relating to the Tender
Offer.
Forward-looking statements are not guarantees of performance or
results and speak only as of the date such statements are made. The
Company undertakes no obligation to publicly update or release any
revisions to its forward-looking statements, whether to reflect new
information, future events, changes in assumptions or circumstances
or otherwise, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191120006060/en/
For CIM Commercial Trust Corporation Media Relations: Bill
Mendel, 212-397-1030 bill@mendelcommunications.com or Investor
Relations: Steve Altebrando, 646-652-8473
investors@cimcommercial.com
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