CIM COMMERCIAL TRUST CORPORATION (NASDAQ:CMCT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May10, 2018, CIM Commercial Trust Corporation (the “Company”) entered into a Wholesaling Agreement (the “Wholesaling Agreement”) with International Assets Advisors, LLC (“IAA”) and CCO Capital, LLC (“CCO Capital”).
IAA is the exclusive dealer manager for the Company’s public offering of up to $900,000,000 of SeriesA Preferred Units of the Company (“SeriesA Units”) to the Company’s Registration Statement on FormS-11 (File No.333-210880). CCO Capital is a registered broker dealer and is under common control with CIM Service Provider,LLC and CIM Investment Advisors, LLC, which are both affiliates of CIM Group, L.P. and which provide, or arrange for the provision of, certain management, administrative and operational services to the Company to their respective agreements with the Company.
Under the Wholesaling Agreement, among other things, CCO Capital has agreed to assist IAA with the sale of SeriesA Units in exchange for the payment by IAA to CCO Capital of a fee equal to 2.75% of the selling price of each SeriesA Unit for which a sale is completed, reduced by any applicable fee reallowances payable to soliciting dealers to separate soliciting dealer agreements between IAA and soliciting dealers. CCO Capital will pay to IAA a fixed monthly fee in exchange for the services provided by IAA in connection with periodic closings and settlements for the offering of SeriesA Units.
The foregoing description of the Wholesaling Agreement is not complete and is qualified in its entirety by reference to the full text of the Wholesaling Agreement, a copy of which is attached hereto as Exhibit10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
On May10, 2018, the Company issued a press release announcing its financial results for the quarter ended March31, 2018. A copy of the press release is attached to this Form8-K as Exhibit99.1 and is incorporated by reference herein.
The information in this Item 2.02 and Exhibit99.1 are being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure
A copy of the Company’s Q1 2018 Investor Presentation is attached to this Form8-K as Exhibit99.2 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentation on its Shareholder Relations pageat http://shareholders.cimcommercial.com/.
The information in this Item 7.01 and Exhibit99.2 are being furnished and shall not be deemed “filed” for the purposes of Section18 of the Exchange Act or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
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ExhibitNo. |
Description |
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10.1 |
Wholesaling Agreement, dated May 10, 2018, by and among the Company, International Assets Advisors, LLC and CCO Capital, LLC. |
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99.1 |
Press release, dated May10, 2018, regarding the Company’s financial results for the quarter ended March31, 2018. |
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99.2 |
Investor Presentation Q1 2018. |