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Creative Media & Community Trust Corporation — Investor Presentation 2021
Jun 1, 2021
6737_rns_2021-06-01_d2277bd9-da81-4a6b-bf62-6be7feb1dcc3.pdf
Investor Presentation
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_8k.htm Type: 8-K Pg: 1 of 4
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): June 1, 2021
Commission File Number 1-13610
CIM COMMERCIAL TRUST CORPORATION
(Exact name of registrant as specified in its charter)
(State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
17950 Preston Road, Suite 600,
(Address of principal executive offices) (Registrant's telephone number)
Maryland 75-6446078
Dallas, TX 75252 (972) 349-3200
NONE
(Former name 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:
| Trading Symbol(s) | Name of each exchange on which registered |
|---|---|
| CMCT | Nasdaq Global Market |
| CMCT-L | Tel Aviv Stock Exchange |
| CMCTP | Nasdaq Global Market |
| CMCTP | Tel Aviv Stock Exchange |
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. ¨
Item 7.01. Regulation FD Disclosure
A copy of the Company's Q1 2021 Investor Presentation is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference herein. Additionally, the Company has posted a copy of the presentation on its Shareholder Relations page at http://shareholders.cimcommercial.com/.
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_8k.htm Type: 8-K Pg: 2 of 4
The information in this Item 7.01 and Exhibit 99.1 are being furnished and shall not be deemed "filed" for the purposes of Section 18 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 8.01. Other Events
On June 1, 2021, the Company announced its intent to conduct a rights offering pursuant to which the Company will distribute non-transferable subscription rights ("Subscription Rights") to purchase shares of common stock, par value \$0.001 per share, of the Company ("Common Stock") to holders of record of Common Stock as of 4:00 p.m., New York Time, on June 11, 2021 (the "Record Date").
Upon commencement of the rights offering, each holder of record of Common Stock as of the Record Date will receive one Subscription Right for each share of Common Stock held of record by such holder as of the Record Date. Each Subscription Right will entitle its holder, subject to certain limitations and conditions, 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. The exercise of the Subscription Rights will be subject to proration and the stock ownership limitations set forth in the charter of the Company, in each case as will be described in the prospectus in respect of the rights offering. The rights offering is expected to expire at 4:00 p.m., New York Time, June 23, 2021, unless extended by the Company. Assuming the rights offering is fully subscribed, the Company is expected to receive aggregate gross proceeds of approximately \$137.3 million.
The rights offering will be 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. On June 1, 2021, the Company filed with the SEC in respect of the rights offering a preliminary prospectus supplement (the "Prospectus Supplement") and the accompanying base prospectus. The Company may decide at any time prior to the filing of the final prospectus supplement (which is expected to be one business day prior to the record date) not move forward with the rights offering, in which case no Subscription Rights will be distributed to holders of Common Stock.
On June 1, 2021, the Company issued a press release to announce the rights offering, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K 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.
This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the potential rights offering, including statements containing the words "will," "expect," and words of similar import. There can be no assurance that the potential rights offering will be commenced or, if commenced, will be consummated on the terms described above. 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. Forward-looking statements are not guarantees of performance, results or future events 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_8k.htm Type: 8-K Pg: 3 of 4
SIGNATURE
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_8k.htm Type: 8-K Pg: 4 of 4
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CIM COMMERCIAL TRUST CORPORATION
Dated: June 1, 2021 By: /s/ David Thompson David Thompson
Chief Executive Officer

Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-1.htm Type: EX-99.1 Pg: 1 of 38
Important Disclosures
CMCT
Free Writing Prospectus | CIM Commercial Trust Corporation
Filed Pursuant to Rule 433 | Dated June 01, 2021 | Registration Statement No. 333-233255
CIM Commercial Trust Corporation ("CMC") has fied a registration statement (including a base prospectus) with the Securities and Exchange Comission (the "SEC") in respect of the offerings to which this communication relates. Before you invest in the potential rights offering, you should read the preliminary prospectus supplement, dated June 01, 2021 (and, when it becomes available, the final prospectus supplement) and the accompanying base prospectus, dated December 4, 2019. Before you participate in CMCT's offering of Series D Preferred Stock, you should read the prospectus supplement, dated January 28, 2020, and the accompanying base prospectus, dated December No. 5, dated January 29, 2021. Before making any investment in the foregoing offerings, you should read the other documents CMCT has fled with the SEC for more complete information about CMCT and such 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 either of the foregoing offerings by calling toll-free at 1-866-341-2653.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
ww.cincommercial.com | ©2021 CMCT | CMCT Corporation | Series And Series Dreferred Stock offiliated by affiliated by affiliated by affiliated by affiliated by affiliated brok
2
Forward-looking Statements
The information set forth herein contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), which are intended to be covered by the safe harbors created thereby. Such forward-looking statements include the timing and terms of the rights offering and the future activities and performance of CMCT, and may be identified by the use of forward-looking terminology such as "may," "will," "project," "target," "expect," "intend," "might," "believe," "anticipate," "estimate," "could," "would," "continue," "pursue," "potential," "forecast," "seek," "plan," "opportunity," or "should" or the negative thereof or other variations or similar words or phrases. Such forward-looking statements also include, among others, statements about CMCT's plans and objectives relating to future growth and availability of funds, and the trading liquidity of CMCT's common stock. Such forward-looking statements are based on particular assumptions that management of CMCT 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 CMCT's management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include those associated with (i) the scope, severity and duration of the current pandemic of COVID-19, and actions taken to contain the pandemic or mitigate its impact, (ii) the adverse effect of COVID-19 on the financial condition, results of operations, cash flows and performance of CMCT and its tenants and business partners, the real estate market and the global
economy and financial markets, among others, (iii) the timing, form, and operational effects of CMCT's development activities, (iv) the ability of CMCT to raise in place rents to existing market rents and to maintain or increase occupancy levels, (v) fluctuations in market rents, including as a result of COVID-19, and (vi) general economic, market and other conditions. Additional important factors that could cause CMCT's actual results to differ materially from CMCT's expectations are discussed under the section "Risk Factors" in CMCT's Annual Report on Form 10-K for the year ended December 31, 2020. The forward-looking statements included herein are based on current expectations and there can be no assurance that these expectations will be attained. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond CMCT's control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the forwardlooking statements included herein, the inclusion of such information should not be regarded as a representation by CMCT or any other person that CMCT's objectives and plans will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements. Forwardlooking statements speak only as of the date they are made. CMCT does not undertake to update them to reflect changes that occur after the date they are made, except as may be required by applicable law.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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CMCT
4
| Current Market Capitalization | |
|---|---|
| » Common Stock Share Price: \$11.98 at the close of market on May 28, 2021 as reported by the NASDAQ Global Market2 |
» Common Equity Market Capitalization: \$177.9 million |
| » Shares Outstanding: 14.8 million | |
| Offering Terms | |
| » 1 non-transferable right per each existing share of Common Stock held as of the record date |
» Stockholders that exercise their rights in full may oversubscribe to purchase additional shares of Common Stock should the offering be undersubscribed2 |
| » Each right entitles the holder to subscribe for one share of Common Stock3 | » Subscription price of \$9.25 per share |
| Key Dates | |
| » Announcement Date: June 01, 2021 » Record Date: June 11, 2021 » Offering Expiration Date: 4:00 p.m., New York Time, on June 23, 2021, unless extended by CMCT |
» If you are buying shares to participate in the rights offering, the settlement of your purchase must occur on or prior to June 11, 2021. The settlement date for most stock trades occurs on the 2nd business day after the trade execution date. Please contact your broker dealer to confirm the timing of settlement of purchase of shares of CMCT common stock |
| » Offer Closing Date: Within 6 business days of the expiration date | |
| Use of Proceeds | |
| » Value-add improvements to existing properties | » Execute on accretive acquisition pipeline |
| » Redeem or repurchase preferred stock | » Other general corporate purposes |
| Insider Participation | |
| privilege | » Affilates of CM Group, LP. ("CM Group") that hold tilly exercise their rights, and intend to execise, in whole or in part, their over subscription |
| Lock-up | |
| Securities, Inc., subject to certain exceptions | » CMCT has agreed not to issue, and its CEO and certained with CM Group have agreed not to sell or transfer, any shares of Common Stock for 45 day after the date on wrich the final prospectus supplement in record ate, whichever occurs first, without first, without first obtaining the written consent of B. Rley |
| Dealer Managers | |
| » U.S.: B. Riley Securities, Inc. | » Israel: Poalim I.B.l. - Underwriting and Issuing Ltd. |
| Common Stock in the egliss of one charge of the charge of CMCT and, with respect on the ever subscription priviere, poration. In tractions will be succional the reason inter | (There can be no assuace bat the prosential rights of the potential rights offering will be commenced however, che cort in engly of contract on interest contribution of the r tent shifting). 2 The cosing once of CMT Comments \$12.55 (sconvected for 4.3 New Israel Selection (1e epresentative exchange at a 3.2601.5(IS) on April 9,202 as published you Gan of state on is vesseley on in 19, 2021, he last any of shares of CMC common sock on the its will shoulder many of the rights offering. 3 The eights offering. 3 The eights |
| Vote: All pages of the Presentation must be viewed in conjunction with the Important Disciosures starting on page 33 |
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CIM Commercial Trust
CMCT
CMCT is an owner and operator of primarily Class A and creative office assets in vibrant and improving metropolitan communities. NASDAQ: CMCT | TASE: CMCT-L
Managed by CIM Group, L.P. ("CIM" or "CIM Group") owner/operator of \$29.2 billion of real assets1 with a track record of generating attractive risk-adjusted returns and outperformance
- » Nine office properties: 1.3 million rentable SF
- » One hotel: 503 rooms
- » Two ancillary properties2
- » Lending division subsidiary originates loans primarily to select service hotels through SBA 7(a) Guaranteed Loan Program
2014 - 2019
Increase Asset Values & Provide Liquidity To Shareholders
- Two primary goals:
- Consistently grow our net asset and cash flows per share of Common Stock and
- Provide liquidity to our common stockholders at prices reflecting our NAV and cash flow prospects.
- Results:
- . \$2.3 billion of asset sales, \$52+ special dividends per share and a tender offer
1) As of December 31, 2021. See "Important Information" on page 35. 2) As of March 31, 2021
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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2019 - Present
- Retained High Upside Portfolio & Commenced Growth Strategy
- Late 2019 Paid \$42 special dividend with proceeds from asset sales; Retained high-quality portfolio in attractive markets with significant growth potential through lease-up, increasing rents to market and select redevelopment
- 2020- Took steps to mitigate impact from pandemic- maximize rent collections, cut costs and preserve liquidity
- Present Resume strategic growth plan significant same store growth and acquisition opportunities
Key Investment Highlights

Track Record of Strong Risk-Adjusted Returns
Significant total return opportunity led by a leading real estate owner/operator with a track record of strong risk-adjusted returns
Alignment of Interests
CIM Group owns ~19.9%1 of CMCT common stock and intends to fully exercise rights and may oversubscribe for additional shares
Same Store Growth Opportunity
Existing high-quality Class A and creative office portfolio has significant same store growth potential
Acquisition Opportunities
Attractive acquisition opportunities – utilize proprietary deal flow and in-house resources to target 12%-16% gross IRRs²
Unique Capital Structure
FFO Growth
Expect capital raise to increase
FFO per share through
1) unlocking of value in
existing portfolio and
2) attractive acquisitions
Allows CMCT to execute on value-add, redevelopment and select development opportunities while minimizing risks for common stockholders
1) Includes affiliates of CIM Group. As of May 7, 2021. 2) See page 17.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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Track Record of Generating Attractive Risk-Adjusted Returns
5 Year Annualized Return

CMCT stockholders generated a 15.7% IRR over the five-year period ending December 31, 2020, excluding dividend reinvestment1
» The predecessor to CMCT (CIM Group's Fund IV) generated 1st quartile performance as a 2005 vintage private fund3

1 Year Annualized Return
(ending 12/31/20)2

Active Portfolio Management Since Going Public in 2014
Tender Offer
~10% of outstanding shares of Common Stock at an offer price ~15% above the then-market price (2016)
Special Dividends
Five special dividends totaling \$52.32 per share Acquisitions, Investments in Portfolio and Originated Loans \$850 million
Dispositions
\$2.3 billion
Capital Raising
lssued \$390+ million of preferred stock since its first issuance in 2017
Past performance is no guaratee of futre results (1) Souces divident reinesment. 2) Source: S&P Gbal. Includes divident reinvesment. 3) Source: Peqin. Based on net multiple of invested capital as of December 31, 2013; CMCT went public in 1Q 2014.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.


Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-1.htm Type: EX-99.1 Pg: 8 of 38
| www.cimgroup.com ©2018 CIM Group TRADE SECRET / CONFIDENTIAL INFORMATION www.cimcommercial.com ©2021 CMCT CMCT CIM Commercial Trust Corporation Series A and Series D Preferred Stock offering distributed by affiliate broker - dealer: CCO Capital, LLC, member: FINRA / SIPC Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33. 8 Access to Resources of CIM's Vertically Integrated Platform CMCT Management David Thompson Principal, CEO of CMCT Nate DeBacker CFO Investments CIM Group has 9 corporate offices worldwide and 1,000+ team members \$29.2 billion of Assets under management 1 ; Led more than \$60 billion of projects since 1994 CIM Group Real Property - Related Services Onsite Property Management 362 team members Leasing and Construction Management 45 team members Development 98 team members Hospitality Services 13 team members Shaul Kuba Co - Founder Richard Ressler Co - Founder Avi Shemesh Co - Founder 3 Principals 9 Associate Vice Presidents / Associates Employee counts as of 12 / 31 / 20 . 1 ) As of 12 / 31 / 2020 . See Important Information on page 35 . 28 Associate Vice Presidents / Associates 43 Managing Directors / Vice Presidents Portfolio Oversight 1 Principal 10 Managing Directors / Vice Presidents | ||
|---|---|---|
CIM Group: Community Based Investment Approach CCMCT

Please note, changes in global, national or local economic or capital market contitions (including as a result of the novel strain of coronavirus). "COVD-19") that began in the fourth quarter of 2019) can have a significant negative impact on guarantee of future results. Data so 1:23120.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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9
Same Store Growth Opportunities
Los Angeles
- » Tech, media and entertainment driving demand in market with high barriers-toentry/supply constraints
- » Significant lease-up opportunity
- 9460 Wilshire Boulevard
Trophy office and retail asset in Beverly Hills; 64.5% leased due to expirations and termination during 2020 and 2021
4750 Wilshire Boulevard
21.6% leased office asset located in Park Mile Los Angeles; marketing for commercial while simultaneously pursuing entitlements that would allow for partial conversion to multifamily
Austin
- » Compelling growth market experiencing outsized population, employment, and office rent growth
- » Significant NOI growth opportunity through lease up, increasing rents to market and expansion potential
- 3601 South Congress (Penn Field) Lease up: 80.1% leased due to ~43,000 SF vacate in 4Q'20 (lease rate was well below market); 16,000 SF already backfilled
Increasing rents to market: In place rents of \$43.97 versus \$47.221 market
Select development: Evaluating expansion of campus- recent ~44,000 SF office expansion was fully leased in December 2020 generating an 11%2 return on cost
Sacramento (Sheraton Grand Hotel)
- » Adjacent Sacramento Convention Center is scheduled to complete its \$340 million renovation/expansion project in 2021
- » Occupancy increased to 37.7% in April 2021 (from 20% in January 2021)
- » Evaluating resuming room renovation project to increase ADR and RevPAR
1) Source: CBRE. 2) Based on stabilized net operating income.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
Attractive Acquisition Opportunities
- » CIM Group believes commercial real estate will be a significant beneficiary of the post-pandemic recovery
- » Expect opportunities to acquire attractive assets with high-return business plans that were delayed due to COVID-19 and could not be commenced due to lack of capital or end of fund life provisions
- » Access to continuously offered preferred stock allows CMCT to execute on high-return business plans while minimizing risks for common stockholders
- » CIM Group will look to capitalize on its leading deal sourcing capabilities to expand the portfolio with a mix of:
- Stabilized cash flowing core+ assets
- Value-add, redevelopment and select development opportunities- leverage CIM Group's resources to expand or create operational/leasing improvements in order to deliver outsized returns
Illustrative Acquisition Return Profiles Target Gross levered IRR of 12%-16%1
| Core+ | 7%+ unlevered IRR | |
|---|---|---|
| Value-Add | 9%+ unlevered IRR | |
| Select Development | 11%+ unlevered IRR |
Source Conpany-provided information. This informative purpose only of inclicate how OMCT assesse an aquistion opportunity and reur profile of such acquisition under a rage of diferent assumpions included on this page on such assumptions, and any chance in hoce assumplins could maerially chemeli ha 3.75% cost of financing on core investments and 7.5% cost of financing on value-add and development investments.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
Same Store Growth Opportunity: Los Angeles
CMCT
Key Los Angeles Office Themes
-
- Tech, media and entertainment demand driving growth
-
- Major content creators such as Netflix, Google, Apple, and Amazon Studios lease 3.1+ million SF of office and production space across West Los Angeles and Hollywood1
-
- High barrier-to-entry/supply constrained given regulatory environment
-
- Affluent population base
CMCT Los Angeles Office Portfolio Beverly Hills (9460 Wilshire Boulevard)
- » Severe supply constraints with significant barriers to entry; tenant demand driven by finance and entertainment
- » Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive Park Mile/Hancock Park (4750 Wilshire Boulevard)
- » Centrally located; attracting tenants priced out by rent increases in nearby Hollywood
Culver City (Lindblade Media Center)
» A preferred location for tech, entertainment and media tenants; Santa Monica office demand gravitating southeast
Brentwood (11600 & 11620 Wilshire Boulevard)
- » Strong demand from executives who prefer a shorter commute; costeffective alternative to Santa Monica
- » One block west of I-405 freeway; nearby UCLA Medical Center, St. John's Hospital and Veterans Administration Hospital provide consistent demand for medical office

CIM Group: 60+ Los Angeles Investments Over 25 Years2
- » CIM Group is headquartered in Los Angeles
- » CIM Group's Los Angeles real estate experience:
- 10 million+ SF of project experience across opportunistic, value-add and stabilized strategies
- Currently owns/manages 25 assets valued at \$2.4 billion; including 11 office assets with 2.5 million SF
1) Source: Los Angeles County Economic Development Corporation (January 2019). 2) As of September 30, 2020. Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
Same Store Growth Opportunity: Los Angeles

| Sub-Market | Rentable SF | |
|---|---|---|
| Roverly Hille | 07 035 |
Occupancy 64.5%
9460 Wilshire Boulevard (Beverly Hills)
- » 9-story office building with 235 parking stalls
- » Located at the corner of Wilshire Boulevard and Beverly Drive, one of the most prominent locations in Los Angeles in the prestigious Golden Triangle of Beverly Hills
- » Adjacent to the Four Seasons Beverly Wilshire Hotel and Rodeo Drive
- » Existing zoning generally limits new development to 3 stories
- » ~58% of building leased until 2026-2029
- » Union Bank is largest tenant (office and retail)
- » Active efforts to lease up street retail and remaining small suites

| Sub-Market | Rentable SF | Оссирапсу | |
|---|---|---|---|
| Mid-Wilshire | 140,332 | 21.6% |
4750 Wilshire Boulevard (Park Mile / Hancock Park)
- » 3-story office building with 431 parking stalls
- » Marketing building to prospective office tenants while simultaneously evaluating converting unleased space to multifamily
- » Centrally located in Park Mile / Hancock Park location with both nearby executive housing (Hancock Park) and millennial housing and lifestyle amenities (Hollywood and Miracle Mile)
- » Short drive time to Hollywood/West Hollywood (10 minutes), Beverly Hills/Culver City/Downtown LA (20 minutes) and Santa Monica (30 minutes)
- » CIM Group leased ~30,000 square feet in 2Q'19 for an annualized rent of ~\$481 per square foot representing a 73% lease spread from prior lease (4750 Wilshire is adjacent to CIM Group's headquarters)

1) Represents goss monthy base rent per square in and 31, 2021, multiplied by 12. This anount reflects total cash rent before abatements. Where appicable, annualized rent has been grossed up by adding annualized expense reimbursements to base rent.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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Same Store Growth Opportunity: Austin
CMCT
Compelling Growth Market
-
- Diverse Employment Sources government, education and tech
-
- Austin is home to many large U.S. corporations including Amazon, Facebook, Apple, Cisco, eBay, GM, Google, IBM, Intel, Oracle, Paypal, 3M and Whole Foods
-
- Sustained, rapid market office rent growth
- Five year increase of 23% (2015-2020)1
-
- Population growth
- Ten year historical growth rate of 2.8% (versus 0.6% in the U.S.)1
- Five year forecast growth rate of 2.1% (versus 0.5% in the U.S.) 1
-
- Employment growth
- Ten year historical growth rate of 3.34% (versus 0.92% in the U.S.)1
-
- No state income tax

CIM Group: Austin Experience
- » 2 million+ SF of project experience across opportunistic, valueadd and stabilized strategies
- » CIM currently owns/manages 9 assets valued at over \$650 million; including 8 office assets with over 1.3 million SF
1) Source: CoSar March 2021 Office Narket 31, 2021. 3) Represents gross monthly base rent per square foot under leases commenced as of March 31, 2021, multiplied by 12. This anount reflects total cash rent before applicable, anualized ent has been gossed up by adding annualized expense rem. Anualized rent or certain office properties includes rent attributable to retail.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
Same Store Growth Opportunity: Austin
| Property | Sub-Market | Rentable SF | Leased | Comments |
|---|---|---|---|---|
| 3601 S. Congress Ave. | South Austin | 227,585 | 80.1% | ~43,000 SF tenant vacated in 4Q'20; ~16,000 backfilled |
| 1021 E. 7th Street | East Austin | 11,180 | 100% | Potential to develop Class A office |
3601 S. Congress Avenue - Lease-up, Increasing Rents To Market & Potential Phase II Expansion
- » 80.1% leased; ~43,000 SF vacate in 4Q'20 (lease rate was well below market); 16,000 SF already backfilled
- » Continue to see strong leasing interest on available space
- » In-place rents of \$43.971 versus market rents of \$47.222
- » Evaluating expansion of campus similar size as 44,000 SF expansion that was fully leased through 2029 in December 2020
1021 E. 7th Street - Acquired in Q4 2020
- » Approximately 11,000 SF office building located in East Austin; 100% leased until 2023
- » Located on main thoroughfare between central business district and East Austin
- » Highly desirable location for office space; numerous food and dining options within close proximity
- » Potential to develop creative office building at expiration of existing lease term
Data as of March 31, 2021. 1) Represents gross monthly base rent per square foot under leases commenced as of March 31, 2021, multiplied by 12. This amount reflects total cash rents. Where applicable, annualized rent has been
grossed up by adding annualized expense reimbursements to base rent rent attributable to retail. 2) Source: CoStar March 2021 Office Market Report.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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CMCT

Same Store Growth Opportunity: Sheraton Grand
Hotel Performance As of and for the years ended December 31, 2018 2019 2020 Occupancy 80.1% 78.2% 32.3% Avg. Rate1 \$161.95 \$162.54 \$144.36 RevPAR2 \$129.73 \$127.09 \$46.60 Net Income (Loss) (in millions)3 \$1.1 \$345.5 \$(15.0) (\$0.8) NOI (in millions)4 \$13.5 \$12.3
2021 Completion of Expansion/Renovation of Adjacent Sacramento Convention Center
- » \$340 million renovation/expansion of the Sacramento Convention Center (convention in closed for expansion in summer 2019)
- » Adds new meeting rooms and exhibit halls
- » Scheduled to be complete throughout 2021 (opening in phases with first phase expected to open in 2Q'21)
- » Part of a larger project (C3) that also renovates adjacent auditorium and theater
Evaluating Room Renovation
- » Suspended ~\$26.3 million renovation of existing hotel to drive average daily rate (\$2.9 million spent as of March 31, 2021)
- » Evaluating reducing scope of renovation and restarting process (the vast majority of the redevelopment was suspended due to COVID-19)
1) Represents average daily rate. It is calculated as trailing 12-month room revenue divided by the number of rooms occupied. 2) Represents revenue per available room. It is calculated as trailing 12month room revenue divided by the number of available rooms. 3) Represents total net income (loss) for CMCT. 4) Represents net operating income for the hotel segment. See page 34 for a reconciliation of hotel NOI to the most directly comparable GAAP financial measure.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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CMCT
Attractive Acquisition Opportunities

17
Opportunity: CIM Group believes commercial real estate will be a significant beneficiary of the post pandemic recovery
Expect opportunities to acquire attractive assets with high-return business plans that were not commenced due to COVID-19 due to lack of capital or end of fund life provisions
- » These opportunities can be sourced through non-affiliated vehicles or CIM Group's funds nearing end of fund life
- » Currently \$650 billion of equity commitments to private real estate funds where more than 90% of capital has been called, representing over a 25% increase from pre-Covid levels1
Illustrative Acquisition Profiles - Target 12%-16% Gross Levered IRRs2
Core+
1
- » Cash flowing assets in submarkets where we expect outsized rent growth or capital appreciation
- » Assets that can be efficiently financed to mitigate risk and maximize cash flow in order to support growth
| Core+ Acquisition Criteria | ||||||
|---|---|---|---|---|---|---|
| Asset Type | Markets | Target Return Profile | ||||
| Office, Multifamily, Retail, Parking, Mixed Use |
Major U.S. MSAs | 7% unlevered IRR |
Value-Add, Redevelopment, and Select Development
- » Identify operational or leasing improvements
- » Acquire cash flowing assets with near term expansion opportunities utilizing excess land/development rights acquired at a low or nominal basis
- » Scalable expansion opportunities
| High Growth Assets Acquisition Criteria | |||||
|---|---|---|---|---|---|
| Asset Type | Markets | Target Return Profile | |||
| Office, Multifamily, Retail, Parking, Mixed Use, Hotel |
Major U.S. MSAs | 9% IRR - 11% unlevered IRR |
Source: Company-provided information. This influstrative purposes only o icicate how CMCT assesses an acquisition opportunity and return profile of such acquisition under a range of different assumptions. The returns included on this sumplions, and any change or inaccuracy in those assumpions could materially ater CMCT actual returns. Pease see additional disclaimes in appendin 2) Target gross levered RR assumes ban-to-alue of 60% (notuding preferred stock) and 3.75% cost of financing or cre investments and 7.5% cost of financing on value-add and development investments.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
Accretive Expansion Opportunity Case Study: 3601 S. Congress, Penn Field, Austin
CMCT
Overview
- » In December 2018, CMCT approved a plan to construct a \$15 million office building on its Penn Field office campus
- » ~44,000 SF, two-story building add-on to pre-existing 183,885 SF office complex
- » In December 2020, CMCT fully leased the new building to a single tenant through 2029
- » Currently evaluating similarly sized expansion of campus
Attractive Attributes of Property & Project
- » Penn Field has scalable expansion opportunities; opportunity to generate returns for CMCT stockholders while managing risk
- » Nominal land basis; underwrote original acquisition with knowledge of expansion opportunities; however, expansion was not factored into required return hurdles
- » CIM Group has significant institutional knowledge of Austin market and asset
Result2
- » Expected return on cost at stabilization of 11% exceeded 8% target
- » Implies an unlevered IRR of 21%-28%.
- » Implies a multiple capital of 1.7x-2.2x

3601 South Congress Expansion
21%-28%2 Unlevered IRR
11%2 Return on Cost
\$15M
Development
~1.7x-2.2x2 Multiple of Invested Capital
18
- Source: CoSar, Oxford Economics. Accessed January 16, 2020. 2. Based on a market capitalization rate of 6%, respectively, of stabilized net operating income. Past performance is no guarantee of future results.
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Capital Structure Designed To Enhance Returns and Mitigate Risk
Debt & Preferred Summary (March 31, 2021)1
| Mortgage Payable | Interest structure (fixed/variable etc.) |
Interest Rate | Maturity/Ex piration Date |
Loan balance (in millions) |
|
|---|---|---|---|---|---|
| 1 Kaiser Plaza | Fixed | 4.14% | 7/1/2026 | \$ | 97.1 |
| Total Mortgage Payable Other Debt |
\$ | 97.1 | |||
| SBA 7(a) Loan-Backed Notes 2 | Variable | LIBOR + 1.40% | 3/20/2043 | S | 12.9 |
| Borrowed Funds from the Federal Reserve through the PPPIF 3 |
Fixed | 0.35% | Various 3 | 18.1 | |
| Total Other Debt | S | 31.0 | |||
| Corporate Debt | |||||
| 2018 Revolving Credit Facility 4 Variable | LIBOR + 2.05% 4 | 10/31/2022 | 8 | 171.5 | |
| 2020 Unsecured Revolving Credit Facility 5 |
Fixed | 1.00% | 5/1/2022 | ||
| Junior Subordinated Notes | Variable | LIBOR + 3.25% | 3/30/2035 | 27.1 | |
| Total Corporate Debt | \$ | 198.6 | |||
| Total Debt | \$ | 326.7 |


CMCT
133.9
Fixed Debt vs. Floating Debt
(March 31, 2021)1
Excluding SBA 7(a) Loan Backed Notes


See debt and preferred stock footnotes under Important Information on slide 33.
Fixed
Fixed
Fixed
Preferred Stock
Total Preferred Stock
Total Debt + Preferred Stock
Series A
Series D
Series L
Interest structure
(fixed/variable etc.) Coupon
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
5.50%
5.65%
5.50%
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Maturity/Ex
piration
Date
N/A
N/A
N/A
\$
ಳು
ಕಾ
Outstanding
(in millions)
167.2
0.6
152.8 8
320.6
647.3
(As of March 31, 2021) (\$ in millions, except for shares and per share amounts) (Unaudited)
| Estimated Net Asset Value 1 |
Pro-forma Adjustments2 |
Pro-forma after completion of the rights offering |
|||
|---|---|---|---|---|---|
| Investments in real estate - at fair value 3 | ਉ | 867.1 | ಕ್ | - | \$ 867.1 |
| Loans receivable - at fair value 3 | 86.4 | 86.4 | |||
| Cash | 34.6 | 34.6 | |||
| Other Assets | 25.6 | 25.6 | |||
| Less: Other liabilities and noncontrolling interests | 38.6 | 38.6 | |||
| Debt 4 | 326.7 | (132.7) | 194.0 | ||
| Preferred Stock 5 | 320.6 | 320-6 | |||
| Estimated Net Asset Value attributable to common stockholders | 327.8 | ಕ | 132.7 | \$ 460.5 |
|
| Capital Structure: | |||||
| Debt 4 | 33 % | 20 % | |||
| Preferred Equity 5 | 33 % | 33 % | |||
| Common Equity | 34 % | 47 % |
Please note, the changes in global, national, regional or capital market conditions (including as a result of the outbreak of COVID-19) can have a significant negative impact on net asset value.
-
- See page 37 for reconciliations to the most directly comparable GAAP financial measures.
-
- Assumes the rights offering is fully subscribed and proceeds. Does not reflect deplyment of proceeds for the intended purposes.
-
Fair value is based in part on third party any investments in real estate and the assets of its lending segment as of March 31, 2021. While mangenent of the Company believes that values presented fairly reflect current market on are based on assumptions, judgments and estimates that are dependent upon market conditions that are subject o change without notee and prove to be inaccurae. Such inaccuraces may have a material impact on our overall asset valuation. The value of each asset will ultimately be determined by the timing of, and market conditions that exist upon, the disposition of each asset.
-
Represents outsanding mortgage debt, jurior subordings on our revoling on our revoling credit facilly, at face value. Excludes secured browings of government guaranteed loans, which are included in other liabilities, cash and other assets.
-
Outstanding Preferred Stock represents total Series of March 31, 2021 of 6,824,553, less redemptions of 136,476 shares, multiplied by the stated value of \$25,00 per share, total Series D shares outsanding as of March 31, 2021 of 23,190 multipled by the stated value of \$25.00 per shares outstanding as of March 31, 2021 of 5,387,160 multiplied by the stated value of \$28.37 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount as applicable.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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CIM Commercial Trust: Key Investment Highlights

Track Record of Strong Risk-Adjusted Returns
Significant total return opportunity led by a leading real estate owner/operator with a track record of strong risk-adjusted returns
Alignment of Interests
CIM Group owns ~19.9%1 of CMCT common stock and intends to fully exercise rights and may oversubscribe for additional shares
Same Store Growth Opportunity
Existing high-quality Class A and creative office portfolio has significant same store growth potential
Acquisition Opportunities
Attractive acquisition opportunities – utilize proprietary deal flow and in-house resources to target 12%-16% gross IRRs²
Unique Capital Structure
FFO Growth
Expect capital raise to increase
FFO per share through
1) unlocking of value in
existing portfolio and
2) attractive acquisitions
Allows CMCT to execute on value-add, redevelopment and select development opportunities while minimizing risks for common stockholders
1) Includes affiliates of CIM Group. As of May 7, 2021. 2) See page 17.
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CMCT | CIM Group Overview
CIM Group Overview
CMCT

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23
CIM Group: Creating Value. Enhancing Communities.
Through the execution of transformative projects over 25+ years, CIM Group has established a track record of creating value for stakeholders while making a positive difference in communities.
| Team | Community | Discipline | Trusted Partner | Experience |
|---|---|---|---|---|
| 1,000+ employees in a vertically integrated team |
135 "Qualified Communities" across the Americas with capital deployed in 75 |
CIM has never defaulted on a loan or given a property back to a lender2 |
170+ global institutional investors and \$29.2B stof assets owned and operated |
25+ years of experience as an owner, operator, lender and developer |
| Core in-house capabilities >> include acquisition, credit analysis, development, finance, leasing, onsite property management and distribution Expertise across the capital >> |
Distinctive community » qualification process with local expertise in each Qualified Community Proprietary deal sourcing » through local relationships, partners |
» Reliance on sound business plan execution, not financial engineering Disciplined approach to positioning assets for long-term success, including rigorous |
Seasoned partner with strong, long-standing relationships with industry owners, operators, developers and institutional investors Long-standing, deep and >> |
» Led more than \$60 billion of projects - with approximately \$30 billion realized - across three primary asset classes Holistic, sector agnostic » approach helps position |
| stack and in multiple markets, asset classes and strategies Extensive experience » sourcing, executing and |
and stakeholders resulting in 70% of investments sourced off-market1 Invests at least \$100 » million in each |
underwriting and credit analysis processes, conservative leverage and controlled capital deployment |
broad relationships with more than 50 of the largest banking and lending groups in North America |
each project for success and serves as a critical component of our ability to enhance communities and create value |
| restructuring deals and delivering creative solutions |
community, using broad real asset expertise to tailor projects to the community's needs |
» CIM Group's opportunistic, stabilized and infrastructure strategies average 43.1%, 25.7% and 24.1% leverage ratios,2 respectively |
Capability to handle » complicated projects and structures and sense of some of the contraction in the most of the sams and in and interest contrasses one were wearing |
Successfully navigated » diverse market cycles Completed landmark » projects in cities across iste the Americas |
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CIM Group: Established Track Record

For more than 25 years, CIM has demonstrated the ability to realize strong investment-level returns across various market cycles.

Does not include CIM's public, non-listed offerings.
Past performance is no guarantee of forms rearns rearns represent the performance of a ind based on the equity continued to the investment of the investment of the ine invest distributed to the from the investment, provided that generally (a) discribitions results or replace equily contributions are applical so reduction in contributions and according), are not treated debt is alocaed to the investments and assumed to be investment-level deb, the significant effects of which are a follows: () equity contributed is reduced by the annunt of assumed by the anount of regaments on such debt, (c) temporary (working capita) contributions may be treated as reduction of the period the capital is reurned to the fund and (d) certain anounts re-contributed from the fund on investment are cleaned to be reductions in prior distributi additional contributions; the effects of (a) - (d) are o reductions. Depois and ontibutions. Depoist and the preciosing casumed to be contributed to be investment at closing. Returns a e calculated after taking into account fund-level costs and expenses, organizational expenses, nanagement fess, aried neest discributions pyable to CM or the expected o be naterial. Please note, charges in global, national, regional or captal narlet conditions (including as a result of the novel strain of coronavirus ("CVID-19") that began in the fourth quarter of 2009) can have a significant negative impact on teal assets. Data of 123/20. Se definitions on Page 35.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
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CIM is committed to incorporating Environmental, Social and Governance (ESG) criteria into our business strategies and day-to-day operations while supporting our tenants, employees and communities in these initiatives.
PRIPRI Responsible
Diversity & Inclusion Council
Sustainable & Environmental Initiatives
- » For more than 25 years, CIM has developed and operated sustainable infrastructure needed to support growing communities. Key projects include renewable energy, water storage and waste-tovalue initiatives.
- » CIM is a member of the Principles for Responsible Investment (PRI), a GRESB assessment participant and a partner in the EPA's Energy Star® program, with several LEED certified buildings. Additionally, CIM uses Energy Star® consumption tracking at more than 100 properties.
- » CIM's water storage solution improves water supply sustainability, while its waste-to-value solution produces an alternative to petroleum-based products, cuts carbon emission and frees up landfills.
ESG Committee
» Comprised of leaders from across the organization, CIM's ESG committee supports and elevates CIM's sustainability efforts. The committee authored CIM's formal ESG policy, which details the organization's continued commitment to incorporate ESG best practices into each new project and ongoing.
CIMpact
- » ClMpact coordinates grassroots initiatives and partners with regional and national non-profit organizations to further CIM's positive impact in communities.
- » Through CIMpact, we support and encourage corporate and employee-led voluntary community service activities on both local and national levels.
Diversity, Equity & Inclusion Council
» Through employee education and reporting, as well as community outreach, the Diversity & Inclusion Council plays a crucial role in CIM's effort to encourage employees to honor and celebrate diversity in relationships with each other and all those we serve.
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2f

www.cimgroup.com | ©2018 CIM Group | TRADE SECRET / CONFIDENTIAL INFORMATION www.cimcommercial.com | ©2021 CMCT | CMCT CIM Commercial Trust Corporation | Securities distributed by affiliate broker - dealer: CCO Capital, LLC, member: FINRA / SIPC Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 29. CMCT CIM Commercial Trust Corporation Overview
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-1.htm Type: EX-99.1 Pg: 27 of 38
CMCT History
CMCT

principal shareholder of CMCT.
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High Quality Class A & Creative Office Portfolio
CMCT
Growth-Focused Portfolio (As of March 31, 2021)
Office:
| Location | Sub-Market | Rentable Square Feet ("SE") |
% Occupied | 96 Leased |
Annualized Rent Per Occupied SF 1 |
||
|---|---|---|---|---|---|---|---|
| Oakland, CA | |||||||
| 1 Kaiser Plaza | Lake Merritt | 537,811 | 88.7 % | 88.7 % | 47.23 ಕ್ಕೆ |
||
| San Francisco, CA | |||||||
| 1130 Howard Street | South of Market | 21,194 | 100.0 % | 100.0 % | 83.66 | ||
| Los Angeles, CA | |||||||
| 11620 Wilshire Boulevard | West Los Angeles | 196,229 | 87.7 % | 88.4 % | 48.33 | ||
| 4750 Wilshire Boulevard | Mid-Wilshire | 140,332 | 21.6 % | 21.6 % | 48.00 | ||
| 9460 Wilshire Boulevard | Beverly Hills | 97,035 | 64.5 % | 64.5 % | 104.61 | ||
| 11600 Wilshire Boulevard | West Los Angeles | 56,880 | 88.5 % | 88.5 % | 55.70 | ||
| Lindblade Media Center | West Los Angeles | 32,428 | 100.0 % | 100.0 % | ਟਰੇ ਟੈਟ | ||
| Austin, TX | |||||||
| 3601 S Congress Avenue | South | 227,585 | 80.1 % | 80.1 % | 43.97 | ||
| 1021 E 7th Street | East | 11,180 | 100.0 % | 100.0 % | 49.37 | ||
| TOTAL | 1,320,674 | 78.7 % | 78.8 % | 51.88 ಕ |
|||
| Hotel: | |||||||
| Location | Sub-Market | # of Rooms | % Occupied 2 | RevPAR 3 | |||
| Sacramento, CA | |||||||
| Sheraton Grand Hotel | Downtown/Midtown | 503 | 29.8 % | \$ 34.60 |
|||
| Ancilliary: | |||||||
| Location | Sub-Market | Rentable SF (Retail) |
% Occupied (Retail) |
Annualized Rent (Parking + Retail) (in thousands) 1 |
|||
| Sacramento, CA | |||||||
| Sheraton Grand Hotel Parking Garage & Retail |
Downtown/Midtown | 9,453 | 100 % | ಳಿ | 2,982 | ||
| Oakland, CA | |||||||
| 2 Kaiser Plaza | Lake Merritt | - 96 |

-
Annualized Rent by Location (Excludes Hotel and Ancillary Properties)

1) Represents gross nonthly base rent, as of March by 12. The amount reflects toal cash rent before abstitions. Where applicable, annualized ent has been grossed up by addin anualized experes reint. (Repearls railling welve-morth occupanes of March 31, 2021, calculated as the circuse on and intectual remaint on and anch curacy and realin leases commenced as of March 31, 2021, multipled by 12. This and before absernents. Where applicable, annualized rent has been gossed up by adding anualized epense reimbursements to base rent.
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Key Metrics
CMCT
ਤੇ
Top Five Tenants (As of March 31, 2021)
| Tenant | Property | Lease Expiration |
Annualized Rent (in thousands) |
% of Annualized Rent |
Rentable Square Feet |
% of Rentable Square Feet |
|
|---|---|---|---|---|---|---|---|
| Kaiser Foundation Health Plan, Inc. | 1 Kaiser Plaza | 2025-2027 2 | ಕಿ | 16,685 | 30.9 % | 366,777 | 27.8 % |
| MUFG Union Bank, N.A. | 9460 Wilshire Boulevard | 2029 | 3,642 | 6.8 % | 27,569 | 2.1 % | |
| F45 Training Holdings, Inc. | 3601 S Congres Avenue | 2030 | 2,279 | 4.2 % | 44,171 | 3.3 % | |
| 3 Arts Entertainment, Inc. | 9460 Wilshire Boulevard | 2026 | 2,241 | 4.2 % | 27,112 | 2.1 % | |
| Westwood One, Inc. | Lindblade Media Center | 2025 | 1,931 | 3.6 % | 32,428 | 2.5 % | |
| Total for Top Five Tenants | 26,778 | 49.7 % | 498,057 | 37.8 % | |||
| All Other Tenants | 27,154 | 50.3 % | 541,460 | 41.0 % | |||
| Vacant | 96 - |
281,157 | 21.2 % | ||||
| Total Office | 4 | 53,932 | 100.0 % | 1,320,674 | 100.0 % |
Lease Expirations as a % of Annualized Office Rent (As of March 31, 2021)'

1) Represents gross northly base rent, as of March 12. This annunt refects total cash ent before abatements. Where applicable, annualized ent has been grossed up by ading anualized experse eimbursenents to base rent. Annubes rent atributable to real. 2) Prior o February 28, 2023, the tenan may teminate up to 14,000 square fee of space in thich nore han 10,000 rentale extray be teminated with respect on the exchange for annimaly.
after February 20,000 he rentale square in 202, and February 28, portion of its lease wib CMCT, effective as of any date given to CMCT at teast 15 monts proc to the termination, in each case in exchange for a termination perally, the anount of which is dependent on a variety of factor, in the date of the emination notice, the amount of the square fee bation within the building of the space to be terminated. 3) Includes 14,968 square feet of month-to-month leases, as of March 31, 2021.
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Capital Structure Designed To Enhance Returns and Mitigate Risk
CMCT
31
Preferred Stock Program
- » Target capital structure of 40% common equity, 60% debt and preferred equity based on fair value
- » Access to continuously offered preferred stock allows CMCT to enhance returns by executing on high return business plans while minimizing risks for common stockholders
Series A, D and L
- » Perpetual Preferred Stock (Series A and L: 5.5% coupon; Series D: 5.65% coupon)
- » Series A&D is continuously offered bi-monthly issuance
- » CMCT and investor option to call/redeem five years from issuance at stated value, plus accrued and unpaid dividends1
- » Redemption payable in cash or CMCT common stock, at election of CMCT2

Target Capital Structure5

1) With respect o the Series D Preferred Stok, shares can be redemed at the option of the holder during the issuance date, subject o a redempton fee as a 9 of stated value of 10% in year three 5% in year for, and 3% in year five. CMCT or the holder may redeem without a fea after the fith anniversary of the date of issuance. Series redemptions during the first year following the date of issues in the Series L Prefered Stock, as a general matter, shares can only be redeemed from and after fift aniversary of the date of original issuarce. 3) Represents ronissuances through March 31, 2021, calculations issued net of respect on the series L Preferred Stock, ne of 2019 repurchase, nultiple by the process are not net of connissions or discunt, as applicable. Includes Series A prefered stock issed to CM Group in lieu of cash payment of the. 4) As of March 31, 2021. 5) Common equily based on fair value. Debt and preferred equily based on their respectives tated value.
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CIM Group Commitment to CMCT
Insiders1 own ~19.9% of CMCT common stock2
Management and Corporate Governance
CMCT's Board includes CIM Group's three co-founders (Richard Ressler, Avi Shemesh, and Shaul Kuba)
Strong Market Knowledge and Sourcing
CMCT benefits from CIM Group's identification of Qualified Communities, sourcing capabilities and access to resources of vertically integrated platform
Management Agreement/Master Services Agreement Fees
- » Tiered asset management fee based on fair value of » Permanently eliminated ~\$1.1 million annual real properties and associated assets of CMCT
- Quarterly fee assessed as a percentage of assets:
- · <\$500 million = 0.2500%
- · \$500 million \$1,000 million = 0.2375%
- · \$1,000 million \$1,500 million = 0.2250%
- \$1,500 million \$4,000 million = 0.2125%
- · \$4,000 million \$20,000 million = 0.1000%
- Quarterly fee assessed as a percentage of assets:
- » Plus reimbursement of shared services at cost (accounting, tax, reporting, etc.)
- base service fee starting in 2Q20 and replaced with an incentive fee.
- Incentive fee is 15% of CMCT's quarterly core funds from operations in excess of a quarterly threshold equal to 1.75% (i.e., 7% on an annualized basis) of CMCT's average adjusted common stockholders' equity3
- CMCT does not anticipate paying an incentive fee through 2021.
- » Perpetual term
( ) hcludes affiliates of CM Group. 2) Based on 14,847,742 shares of May 6, 2021. 3) For nove information, see the amendment dated May 11, 2020 o CMC's Master Services Agreement, a copy of which is incorporated by reference as an exhibit to CMCT's Form 10-K filed on March 16, 2021.
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-
- Excludes: (a) \$8,5 million of secured borrowings government guaranteed loans, which represent sold loans that are treated as secured borrowing because the loan sales did not meet the derecognition criteria provided for in ASC 860-30, Secured Borrowing and Collateral, and (b) premiums, discounts and debt issuance costs.
-
- In May 2018, we completed a securitization of the unguaranteed portion of certain of our SBA 7(a) loans receivable with the issuance of \$38.2 million of unguaranteed SBA 7(a) loan-backed notes. The SBA 7(a) loan-backed notes are collateralized by the right to receive payments and other recoveries attributable to the unguaranteed portions of certain of our SBA 7(a) loans receivable. The notes mature on March 20, 2043, with monthly payments due as payments on the collateralized loans are received. Based on the anticipated repayments of our collateralized SBA 7(a) loans, at issuance, we estimated the weighted average life of the notes to be approximately two years.
-
- In June 2020, CMCT borrowed funds from the Federal Reserve through the Paycheck Protection Program Liquidity Facility (the "PPPLF"). Advances under the PPPLF carry an interest rate of 0.35%, are made on a dollar-for-dollar basis based on the amount of loans originated under the Paycheck Protection Program and are secured by loans made by CMCT under the Paycheck Protection Program. The maturity date of PPPLF borrowings is the same as the maturity date of the loans pledged to secure the extension of credit, generally two or five vears. At maturity, both principal and accrued interest are due.
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- In October 2018, CMCT entered into a secured revolving credit facility with a bank syndicate that, as amended, allows CMCT to borrow up to \$209.5 million, subject to a borrowing base calculation (the "2018 revolving credit facility"). In September 2020, the 2018 revolving credit facility was amended (the "2018 Credit Facility Modification") to remedy the effect that COVID-19 had on CMCT's ability to borrow under the 2018 revolving credit facility during the period from September 2, 2020 through June 30, 2021 (the "Deferral Period"). The 2018 revolving credit facility bears interest (i) during the Deferral Period at (A) the base rate plus 1.05% or (B) LIBOR plus 2.05% and (ii) after the Deferral Period, at (A) the base rate plus 0.55% or (B) LIBOR plus 1.55%. The 2018 revolving credit facility is also subject to an unused commitment fee of 0.15% or 0.25% depending on the amount of aggregate unused commitments. The 2018 revolving credit facility is secured by deeds of trust on certain of our properties.
During the Deferral Period. CMCT's borrowing capacity is subject to a \$15.0 million reserve, which may be reduced by certain capital expenditures made in respect of the properties securing the 2018 revolving credit facility, and the requirement that we maintain a minimum balance of "liguid assets" of \$15.0 million, which are defined as (1) unencumbered cash and cash equivalents and (2) up to \$5.0 million unfunded availability under the 2018 revolving credit facility. The 2018 revolving credit facility matures in October 2022 and provides for one one-year extension option under certain conditions. As of March 31, 2021, \$23.0 million was available for future borrowings.
- In May 2020, to further enhance its liquidity position and maintain financial 5. flexibility, CMCT entered into an unsecured revolving credit facility with a bank (the "2020 unsecured revolving credit facility") pursuant to which CMCT can borrow up to a maximum of \$10,000,000. Outstanding advances under the 2020 unsecured revolving credit facility bear interest at the rate of 1.00%. CMCT also pays a revolving credit facility fee of 1.12% with each advance under the 2020 unsecured revolving credit facility, which fee is subject to a cap of \$112,000 in the aggregate. The 2020 unsecured revolving credit facility contains certain customary covenants including a maximum leverage ratio and a minimum fixed charge coverage ratio, as well as certain other conditions. The 2020 unsecured revolving credit facility matures in May 2022.
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- Outstanding Series A Preferred Stock represents total shares issued as of March 31, 2021 of 6.824,553, less redemptions of 136,476 shares, multiplied by the stated value of \$25.00 per share. Includes shares issued to CIM Group in lieu of cash payment of the asset management fee. Gross proceeds are not net of commissions, fees, allocated costs or discount.
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- Outstanding Series D Preferred Stock represents total shares issued as of March 31, 2021 of 23,190 multiplied by the stated value of \$25.00 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount.
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- Outstanding Series L Preferred Stock represents total shares outstanding as of March 31, 2021 of 5,387,160, multiplied by the stated value of \$28.37 per share. Gross proceeds are not net of commissions, fees, allocated costs or discount.
| CO22CMC ONC CM Commercial Trust Creek and Series D Preferred Sock offering distributed by affiliate prover FNRA SPE | |
|---|---|

Reconcilliation of Net Operating Income (unaudited and in thousands)
| For the years ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | |||||
| Hotel net operating income | \$ | (809) | ਰੇ | 12,324 | \$ | 13,494 | |
| Office net operating income | 31,493 | 49,789 | 90,807 | ||||
| Lending net operating income | 1,957 | 5,138 | 5,156 | ||||
| Total segment net operating income | 32,641 | 67,251 | 109,457 | ||||
| Interest and other income | 104 | 3,329 | |||||
| Asset management and other fees to related parties | (9,793) | (13,121) | (18,959) | ||||
| Expense reimbursements to related parties - corporate | (2,243) | (2,800) | (3,047) | ||||
| Interest expense | (10,547) | (10,361) | (25,482) | ||||
| General and administrative | (4,212) | (4,069) | (4,928) | ||||
| Transaction costs | (574) | (938) | |||||
| Depreciation and amortization | (21,406) | (27,374) | (53,228) | ||||
| Loss on extinguishment of debt | (281) | (29,982) | (808) | ||||
| Impairment of real estate | (69,000) | ||||||
| Gain on sale of real estate | 433,104 | ||||||
| Provision for income taxes | 722 | (882) | (925) | ||||
| Net (loss) income | \$ | (15,015) | રે | 345,521 | \$ | 1,142 |
ww.cincommercial.com | ©2021 CMCT | CMCTCM Comerial Trust Corporation | Series And Series distributed by affiliated by affiliated by affiliate broker cCO Captal, LC, member:
ਤੇ ਨ
Important Information
CMCT
Assets Owned and Operated (AOO) represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication.
Report Date is defined to mean as of December 31, 2020.
Book Value for each investment generally represents the investment's book value as reflected in the applicable fund's unaudited financial statements as of the Report Date prepared in accordance with U.S. generally accepted accounting principles on a fair value basis. These book values generally represent the asset's third-party appraised value as of the Report Date, but in the case of CIM's Cole Net-Lease Asset strategy, book values generally represent undepreciated cost (as reflected in SEC-filed financial statements).
Investment-Level Returns represent the performance of an investment in a fund based on the equity contributed to the investment by the fund and distributed to the fund from the investment, provided that generally, (a) distributions resulting from debt proceeds or third party capital used to replace equity contributions are applied as a reduction in contributions and, accordingly, are not treated as distributions; (b) any fund-level debt is allocated to the investments and assumed to be investment-level debt, the significant effects of which are as follows: (i) equity contributed is reduced by the amount of assumed debt and (ii) equity distributed is reduced by the amount of repayments on such debt; (c) temporary (working capital) contributions may be treated as a reduction of total contributions in the period the capital is returned to the fund and (d) certain amounts re-contributed from the fund to an investment are deemed to be reductions in prior distributions rather than additional contributions; the effects of (a) - (d) are to reduce the amount of distributions and contributions. Deposits and other pre-closing cash outflows are generally assumed to be contributed to the investment at closing. Returns are calculated after taking into account investment-level costs, but before taking into account fund-level costs and expenses, organizational expenses, management fees, carried interest distributions payable to CIM or taxes, the effect of which is expected to be material.
Net Asset Value (NAV) represents the distributable amount based on a "hypothetical liquidation" assuming that on the date of determination that: (i) investments are sold at their Book Values; (ii) debts are paid and other assets are collected; and (iii) appropriate adjustments and/or allocations between equity partners are made in accordance with applicable documents, as determined in accordance with applicable accounting guidance.
DISCLAIMERS. The results that an investor will realize will depend, to a significant degree, on the assets actually purchased by CMCT from time to time and the actual performance of such assets, which may be impacted by economic and market factors, including COVID-19. The actual performance of CMCT will be subject to a variety of risks and uncertainties, including those on slide 2. In no circumstance should the hypothetical returns be regarded as a representation, warranty or prediction that a specific investment or group of investments will reflect any particular performance or that it will achieve or is likely to achieve any particular result or that investors will be able to avoid losses, including total loss of their investments. Inherent in any investment is the potential for loss. There can be no assurance that CMCT will achieve comparable results, that the returns sought will be achieved or that CMCT will be able to execute its proposed strategy. Actual realized returns on investments may differ materially from any return indicated herein.
ww.cimcommercial.com | 02222 CMCT | CMCT Corporation | Series A and Series D Preferred Stock offitiate broker CCC Capida, LC, nember: FNNA ( SPC
36
(As of March 31, 2021) (\$ in millions, except for shares and per share amounts) (Unaudited)
| Estimated Book Value (Undepreciated Cost Basis) |
Pro-forma Adjustments2 |
Pro-forma after completion of the rights offering |
||||
|---|---|---|---|---|---|---|
| Investments in real estate, net | ಕ್ಕಿ | 502.1 | ਟੈ | ಕಿ | 502.1 | |
| Plus: accumulated depreciation | 134.9 | 134.9 | ||||
| Investments in real estate - undepreciated cost | 637.0 | 637.0 | ||||
| Loans receivable | 84.4 | 84.4 | ||||
| Cash | 34.6 | 34.6 | ||||
| Other Assets 3 | 64.7 | 64.7 | ||||
| Less: Other liabilities and noncontrolling interests 4 | 30.7 | 30.7 | ||||
| Debt 5 | 331.8 | (132.7) | 199.1 | |||
| Preferred Stock 6 | 315.9 | 315.9 | ||||
| Estimated Book Value (Undepreciated cost basis) attributable to common stockholders |
\$ | 142.3 | \$ | 132.7 | ਟ | 275.0 |
| Capital Structure: | ||||||
| Debt 3 | 42 % | 25 % | ||||
| Preferred Equity 4 | 40 % | 40 % | ||||
| Common Equity | 18 % | 35 % |
Please note, the changes in global national, regional or capital market conditions (including as a result of the outbreak of COVID-19) can have a significant negative impact on net asset value.
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See page 38 for reconciliations to the most directly comparable GAAP financial measures.
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Assumes the rights offering is fully subscribed and proceeds are initially used to repay debt. Does not reflect deployment of proceeds for the intended purposes.
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Includes restricted cash, accounts receivable and charges, net, other intangible asets, net and loan servicing asset, net and other assets.
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Includes accounts payable and accrued expenses, intangible liabilities, net, due liabilities, and noncontrolling interests.
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Represents debt, net, as presented on CMCT's balance sheet in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Represents Series A redeemable preferred stock, and Series L redemable preferred stock from CMCT's balance sheet in is Quarterly Repor on Form 10-Q 6.
for the quarter ended March 31, 2021.
Note: All pages of the Presentation must be viewed in conjunction with the Important Disclosures starting on page 33.
ww.cincommerial.com | 02022 CMCT | CMCTCM Commerial Trust Corporation | Series And Series distributed by affiliate broker-dealer. CO Capital LLC, member: PNRA / SPC
Reconciliation - Estimated Net Asset Value
(As of March 31, 2021) (\$ in millions, except for shares and per share amounts) (Unaudited) Estimated Net Fair Value Reported Values Adiustments Depreciation Other Adiustments (GAAP Basis) Asset Value \$ Investments in real estate \$ 867.1 (130.6) \$ (134.9) \$ (99.5) 2 ਉ 502.1 Loans receivable 86.4 84.4 (2.0) Cash 34.6 34.6 Other Assets 3 25.6 (1.3) 40.4 4 64.7 Less: Other liabilities and noncontrolling 38.6 30.7 interests 5 (0.2) (7.7) 6 Debt 326.7 5.1 7 331.8 320.6 (4.7) 8 315.9 Preferred Stock Estimated Net Asset Value attributable to common stockholders ക 327.8 (133.7) ई (134.9) के (51.8) \$ 7.4 के Capital Structure: Debt 33 % 51 % Preferred Equity 33 % 48 % Common Equity 34 % 1%
Fair value is based in party appraisals of the Company's in real estate and the assets of its lending segment's loan servicing asses and 1. intangible trade name asset, all of which assets in the table above) as of March 31, 2021. While management of the Company believes hat values presented faily reflect current market conditions, such values are subjective and estimates that are dependent upon market conditions that are subject on that are subject on thange without notice and, therefore, may grove to be inaccuracies may have a material impact on our overall asset wil utimately be ceeemined by the timing of, and market conditions hat exist upon the discussed. Additionally the fair value adjustment allocated to the Company's noncontrolling interest's share of the total fair value adjustment for those assets which it has ownership interest in.
For estimated net asset value, aplialized leasing costs are included within investments in real estate and not amortzed. In addition, for acquired real estate assets, there i no allocation of purchase price to lease intangible assets and liabilities on an estimated net asset value basis.
- Includes restricted cash, accounts receivable and receivable and charges, net and loan servicing assets, net and other asses.
For estimated net asset value, other defered costs, defent are eliminated. Additionally, capitalized leasing coss, net are eliminated from other asses as these are recorded in investments in real estate and acquired lease intangible assets and liabilities, net are assets as there is no allocation of purchase price o such intangible assets and liabilities on an estimated net asset value basis.
- Includes accounts payable and accrued expenses, intangible liabilities, net, due to related parties, other liabilities, and noncontrolling interests.
For estimated net asset value, aquired liabilities, net are written of and secured borrowings on government guranteed loans are reclassified from debt to other ilabilities. For estimated net asset value, deferred loan cost, net are written of and secured borrowings on government guaranteed loans are eclassified from 7. debt to other liabilities.
For estimated net asset value, outstanding Preferred Series A shares oustanding as of March 31, 2021 of 6,824,553, less redemptons of 136,476 shares, multipled by the stated value of \$25.00 per share, batanding as of March 31, 2021 of 23,190 multiplied by the stated value of \$25.00 per share, and total Series L stares oursanding as of March 31, 2021 of 5,387,160 multiplied by the state. Gross proceeds are not net of commissions, fees, allocated costs or discount as applicable.
ww.cincommercial.com | 02022 CMC | CMCTCM Corporation | Series And Series D Preferred Stock offitiate broker CCC Capital, LLC, member: HNA/ SPC
CMCT
Reconciliation - Undepreciated Book Value

(As of March 31, 2021) (\$ in millions, except for shares and per share amounts) (Unaudited)
-
Includes restricted cash, accounts receivable and charges, net, other intangible asses, net and loan servicing asset, net and other assets.
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Includes accounts payable and accrued expenses, intangible liabilities, net, due to relabilities, and noncontrolling interests.
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Represents debt, net, as presented on CMCT's balance sheet in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
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Represents Series A redeemable preferred stock, and Series Ledeenable preferred stock from CMCT's balance sheet in is Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
| 02021 CMCT CMCT CM Commercial Trust Corporation Series And Series D Prefected Stock offiliate broker-deder: CO Capital LC, nember: FWRA SPC | ||
|---|---|---|
CMCT
CIM Commercial Trust Corporation Announces Rights Offering
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-2.htm Type: EX-99.2 Pg: 1 of 3
DALLAS— June 1, 2021—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 that it intends to conduct a 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"). A record date of 4:00 p.m., New York Time, on June 11, 2021 has been set for the planned rights offering.
"This offering will provide CMCT growth capital and improved financial flexibility, scale, and float, while giving shareholders the option to maintain their ownership percentage in CMCT," said David Thompson, Chief Executive Officer of CIM Commercial.
"CMCT was one of the most active U.S. listed REITs in selling stabilized assets from 2016 to 2019. We have retained a high-quality portfolio in attractive markets with significant growth potential. While the pandemic delayed our efforts to significantly increase the cash flow and value of our portfolio, we remain confident in these internal growth opportunities. In addition, we are seeing numerous potential attractive acquisition opportunities."
"We believe utilizing CIM Group's large-scale real estate platform to source and execute on these potential acquisitions and to execute on our significant same store growth opportunities will maximize shareholder value over the short, medium and long term."
Upon commencement of the planned rights offering, the Company will distribute to holders of record as of 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 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 is expected to expire at 4:00 p.m., New York Time, on June 23, 2021, unless extended by the Company (the "Expiration Date").

If you are purchasing shares of Common Stock in order to participate in the rights offering, you need to make sure that the settlement of your purchase occurs on or prior to June 11, 2021, the record date for the rights offering. As a general matter, the settlement date for most stock trades occurs on the second business day after the day the trade is executed (commonly referred to as T+2). We urge you to contact your broker dealer to discuss and confirm the timing of settlement of purchase of shares of Common Stock.
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-2.htm Type: EX-99.2 Pg: 2 of 3
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 May 7, 2021 have indicated to us that they will exercise in full the subscription rights they receive in the rights offering and intend to over-subscribe for additional shares of Common Stock.
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.
The Company has retained B. Riley Securities, Inc. to act as a U.S. dealer manager and Poalim I.B.I. – Underwriting and Issuing Ltd. to act as an Israeli dealer manager in connection with the rights offering.
The rights offering will be 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 preliminary prospectus supplement and the accompanying base prospectus, which will be available on the SEC's web site. The Company may decide at any time prior to the filing of the final prospectus supplement in respect of the rights offering (which is expected to be one business day prior to the record date) not to proceed with the rights offering, in which case no subscription rights will be distributed to holders of Common Stock.
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.
Date: 06/01/2021 01:40 AM Toppan Merrill Project: 21-18032-2 Form Type: 8-K Client: 21-18032-2_CIM Commercial Trust Corporation_8-K File: tm2118032d2_ex99-2.htm Type: EX-99.2 Pg: 3 of 3
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the potential rights offering, including statements containing the words "will," "expect," "potential," "opportunities" and words of similar import. There can be no assurance (i) that the potential rights offering will be commenced or, if commenced, will be consummated on the terms described in this press release, (ii) of the amount of net proceeds that will be raised by the potential rights offering or (iii) that the Company will be able to use the proceeds from the potential rights offering as anticipated or, even if so used, that the effects of such uses will be as anticipated. 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 preliminary prospectus supplement relating to the rights offering filed by the Company with the SEC on June 1, 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 1, 2021 |Registration Statement No. 333-233255 CIM Commercial has filed a registration statement (including a base prospectus) with the Securities and Exchange Commission (the "SEC") in respect of the offering to which this press release relates. Before you invest in the potential rights offering, you should read the preliminary prospectus supplement, dated June 1, 2021 (and, when it becomes available, the final prospectus supplement) and the accompanying base prospectus, dated December 4, 2019. Before making any investment in the potential rights offering, you should read the other documents CIM Commercial has filed with the SEC for more complete information about CIM Commercial and the potential 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 potential rights offering by calling toll-free at 1-866-341-2653.
For CIM Commercial Trust Corporation
Media Relations: Karen Diehl, Diehl Communications, 310-741-9097 [email protected]
or
Shareholder Relations: Steve Altebrando, 646-652-8473 [email protected]