CIM Commercial Trust Corporation Commences Rights Offering
June 10 2021 - 7:10AM
Business Wire
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 primarily acquires, owns, and
operates Class A and creative office assets in vibrant and
improving metropolitan communities throughout the United States
(including improving and developing such assets), announced today
the commencement of the previously announced rights offering for an
aggregate of approximately $137.3 million of newly issued shares of
common stock, par value $0.001 per share, of the Company (“Common
Stock”).
The Company will distribute to holders of record as of 4:00
p.m., New York Time, on June 11, 2021 (such time and date, the
“Record Date”), one non-transferable subscription right for each
share of Common Stock held by such holder as of the Record Date.
Each subscription right will entitle its holder to purchase one
share of Common Stock at a subscription price of $9.25 per share.
Holders of subscription rights that exercise in full such basic
subscription rights will be entitled, subject to certain
limitations and conditions, to over-subscribe for additional shares
of Common Stock that remain unsubscribed for in the rights offering
as a result of any unexercised basic subscription rights. If the
offering is over-subscribed, then any exercise of the
over-subscription privilege will be subject to proration based on
the number of shares of Common Stock held as of the Record Date, as
described in the prospectus supplement in respect of the rights
offering. The exercise of the subscription rights will also be
subject to any applicable stock ownership limitations set forth in
the charter of the Company and as further described in the
prospectus supplement. The rights offering will expire at 4:00
p.m., New York Time, on June 23, 2021, unless extended by the
Company (the “Expiration Date”). Notwithstanding the foregoing, we
may terminate the rights offering at any time prior to the Record
Date.
Affiliates of CIM Group, L.P. that operate and manage the
Company and beneficially owned approximately 19.9% of the issued
and outstanding shares of Common Stock as of June 9, 2021 have
indicated to the Company that they will exercise in full the
subscription rights received in the rights offering and intend to
exercise, in whole or in part, their over-subscription
privileges.
Exercising holders will be required to pay the subscription
price in full for all shares of Common Stock sought to be acquired
in the rights offering (including in respect of any shares sought
to be over subscribed for) at the time of submission of their
exercise notice. Holders that hold their shares of Common Stock as
of the Record Date through a broker, dealer, bank, trustee, TASE
member or other nominee should be aware that such nominee is likely
to establish a deadline by which the nominee must receive
instructions for the exercise of subscription rights, together with
the required subscription payment, that is prior to the Expiration
Date. Following the Expiration Date, the Company will publicly
announce the results of the rights offering (including the number
of shares of Common Stock to be issued in connection with the over
subscription privilege). Shares of Common Stock subscribed for and
allocated to exercising stockholders are expected to be issued
within six business days following the Expiration Date. Any holder
that subscribes and pays for a greater number of shares of Common
Stock than are allocated to such holder in the rights offering will
be refunded the amount of overpayment, without interest or
deduction, as soon as practicable after the Expiration Date.
B. Riley Securities, Inc. is acting as a U.S. dealer manager and
Poalim I.B.I. – Underwriting and Issuing Ltd. is acting as an
Israeli dealer manager in connection with the rights offering. The
rights offering is being made pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-233255) that was
previously filed with the Securities and Exchange Commission (the
“SEC”) and became effective on November 27, 2019. The rights
offering will only be made by means of a prospectus. The Company is
filing with the SEC in respect of the rights offering a prospectus
supplement and the accompanying base prospectus, which will be
available on the SEC’s web site.
About CIM Commercial
CIM Commercial 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 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,
finance, leasing, and onsite property management capabilities
(www.cimcommercial.com).
IMPORTANT
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company or
any of its subsidiaries, nor shall there be any offer, solicitation
or sale of any securities of the Company or any of its subsidiaries
in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful under the securities laws of such state or
jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the rights offering, including statements containing the
words “will,” “expect,” and words of similar import. There can be
no assurance of the amount of net proceeds that will be raised by
the rights offering or of the date on which the period for exercise
of the subscription rights will expire or when the settlement date
will occur. For a further list and description of the risks and
uncertainties inherent in forward-looking statements, see the
Annual Report on Form 10-K (as amended) filed by the Company in
respect of the fiscal year ended December 31, 2020, and the
prospectus supplement relating to the rights offering filed by the
Company with the SEC on June 10, 2021. Forward-looking statements
are not guarantees of performance or results and speak only as of
the date such statements are made. CIM Commercial 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.
Free Writing Prospectus | CIM Commercial Trust Corporation
Filed Pursuant to Rule 433 |
Dated June 10, 2021 | Registration Statement No. 333-233255
CIM Commercial has filed a registration statement (including a base
prospectus) with the SEC in respect of the offering to which this
press release relates. Before you invest in the rights offering,
you should read the prospectus supplement, dated June 10, 2021 and
the accompanying base prospectus, dated December 4, 2019. Before
making any investment in the rights offering, you should read the
other documents CIM Commercial has filed with the SEC for more
complete information about CIM Commercial and the rights offering.
You may obtain these documents for free by visiting EDGAR on the
SEC web site at www.sec.gov. You may request to receive a
prospectus in respect of the rights offering by calling D.F. King
& Co., Inc., the information agent for the rights offering,
toll‑free at (800) 967‑4607.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210610005334/en/
For CIM Commercial Trust Corporation Media Relations: Karen
Diehl, Diehl Communications, 310-741-9097 karen@diehlcommunications.com or Shareholder
Relations: Steve Altebrando, 646-652-8473 shareholders@cimcommercial.com
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