UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
CIM COMMERCIAL TRUST CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
125525105
(CUSIP Number of Class of Securities)
Charles E. Garner II
Chief Executive Officer
CIM Commercial Trust Corporation
17950 Preston Road, Suite 600
Dallas, Texas 75252
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Patrick S. Brown
Sullivan & Cromwell LLP
1888 Century Park East, 21st Floor
Los Angeles, California 90067
(310) 712-6600
CALCULATION OF FILING FEE
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Transaction Valuation (1) |
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Amount of Filing Fee (2) |
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$210,000,000 |
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$21,147 |
(1) Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 10 million shares of common stock, par value $0.001 per share, of CIM Commercial Trust Corporation.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2016, equals $100.70 per million dollars of the value of the transaction.
S Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid |
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$21,147 |
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Filing Party |
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CIM Commercial Trust Corporation |
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Form or Registration No. |
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005-50769 |
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Date Filed |
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May 16, 2016 |
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. | |||||||
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Check the appropriate boxes below to designate any transactions to which the statement relates: | |||||||
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o |
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third-party tender offer subject to Rule 14d-1. | |||||||
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x |
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issuer tender offer subject to Rule 13e-4. | |||||||
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o |
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going-private transaction subject to Rule 13e-3. | |||||||
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o |
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amendment to Schedule 13D under Rule 13d-2 | |||||||
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Check the following box if the filing is a final amendment reporting the results of the tender offer: o | |||||||
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |||||||||
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Rule 13e–4(i) (Cross-Border Issuer Tender Offer) | ||||||||
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Rule 14d–1(d) (Cross-Border Third-Party Tender Offer) | ||||||||
This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by CIM Commercial Trust Corporation, a Maryland corporation and publicly traded real estate investment trust for U.S. federal income tax purposes (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 16, 2016 (the “Schedule TO”), to purchase for cash up to 10 million shares of its common stock, par value $0.001 per share (the “Common Stock”), at a price of $21.00 per share of Common Stock, net to the seller in cash, less any applicable withholding taxes and without interest.
The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 16, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were previously filed with the Schedule TO (which together, as amended or supplemented from time to time, constitute the “Offer”). The Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
This Amendment No. 1 is being filed to amend and supplement certain provisions of the Schedule TO as set forth herein. Except as amended hereby to the extent specifically provided herein, all terms of the Offer and all other disclosures set forth in the Schedule TO and the Exhibits thereto remain unchanged and are hereby expressly incorporated into this Amendment No. 1 by reference.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On June 14, 2016, the Company issued a press release announcing the preliminary results of the Offer, which expired at 11:59 p.m., New York City time, on June 13, 2016. A copy of such press release is filed as Exhibit (a)(5)(B) to this Amendment No. 1 and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit to the exhibit list:
(a)(5)(B) Press release issued June 14, 2016.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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CIM COMMERCIAL TRUST CORPORATION | |
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By: |
/s/ CHARLES E. GARNER II |
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Name |
Charles E. Garner II |
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Title: |
Chief Executive Officer |
Date: June 14, 2016
EXHIBIT INDEX
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(a)(1)(A)* |
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Offer to Purchase, dated May 16, 2016. |
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(a)(1)(B)* |
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Letter of Transmittal. |
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(a)(1)(C)* |
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Notice of Guaranteed Delivery. |
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(a)(1)(D)* |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 16, 2016. |
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(a)(1)(E)* |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 16, 2016. |
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(a)(1)(F)* |
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Notice of Offer to Purchase, dated May 16, 2016. |
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(a)(5)(A)* |
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Press Release issued May 16, 2016. |
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(a)(5)(B) |
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Press Release issued June 14, 2016. |
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(b)(1) |
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Credit Agreement, dated as of September 30, 2014, among CIM Commercial Trust Corporation, each guarantor party thereto, each lender party thereto, Bank of America, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A. as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 1, 2014). |
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(b)(2) |
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First Amendment to Credit Agreement, dated as of January 14, 2015, among CIM Commercial Trust Corporation, each Lender party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 16, 2015). |
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(b)(3) |
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Second Amendment to Credit Agreement, dated as of May 1, 2015, among CIM Commercial Trust Corporation, each Lender party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2015). |
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(d)(1) |
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2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005). |
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(d)(2) |
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First Amendment to PMC Commercial Trust 2005 Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10 K filed with the SEC on March 16, 2015). |
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(d)(3) |
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2015 Equity Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement related to its 2015 annual meeting of stockholders, as filed with the SEC on April 17, 2015). |
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(d)(4) |
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Amended and Restated Executive Employment Contract with Jan F. Salit dated August 30, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2013). |
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(d)(5) |
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Amended and Restated Executive Employment Contract with Barry N. Berlin dated August 30, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2013). |
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(d)(6) |
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Master Services Agreement dated March 11, 2014 by and among PMC Commercial Trust, certain of its subsidiaries, and CIM Service Provider, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2014). |
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(d)(7) |
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Registration Rights and Lockup Agreement dated March 11, 2014 by and among Urban Partners II, LLC and PMC Commercial Trust (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2014). |
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(d)(8) |
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Service Agreement, dated as of August 7, 2014, by and among CIM Commercial Trust Corporation and CIM Service Provider, LLC, under the Master Services Agreement dated March 11, 2014, by and among PMC Commercial Trust, certain of its subsidiaries, and CIM Service Provider, LLC (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014). |
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(d)(9) |
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Form of Indemnification Agreement for directors and officers of CIM Commercial Trust Corporation (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014). |
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(d)(10) |
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Investment Management Agreement, dated as of December 10, 2015, between CIM Urban Partners, L.P. and CIM Investment Advisors, LLC. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2016). |
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(d)(11) |
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Second Amended and Restated Agreement and Limited Partnership of CIM Urban Partners, L.P., dated as of December 22, 2005, by and among CIM Urban Partners GP, Inc. and CIM Urban REIT, LLC (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2015). |
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(d)(12) |
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Staffing and Reimbursement Agreement, dated as of January 1, 2015, by and among CIM SBA Staffing, LLC, PMC Commercial Lending, LLC and CIM Commercial Trust Corporation (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 16, 2015). |
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* |
Previously filed. |
Exhibit (a)(5)(B)
CIM Commercial Trust Announces Preliminary Results of Tender Offer
DALLAS, June 14, 2016 - - CIM Commercial Trust Corporation (NASDAQ:CMCT), a real estate investment trust (REIT) that principally invests, owns, and operates Class A and creative office investments in vibrant and improving urban communities throughout the U.S., announced today the preliminary results of its cash tender offer (the “Tender Offer”) to purchase up to 10 million shares of its common stock (the “Common Stock”) at a price of $21.00 per share, which expired at 11:59 P.M., New York City time, on June 13, 2016.
Based on the preliminary count by the depositary for the Tender Offer, a total of 96,294,153 shares of Common Stock were properly tendered and not properly withdrawn in the Tender Offer, including shares tendered via notices of guaranteed delivery.
The Tender Offer was oversubscribed. In accordance with the terms and conditions of the Tender Offer, the Company expects to purchase, on a pro rata basis, 10 million shares of Common Stock at the purchase price of $21.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, for an aggregate purchase price of $210 million, excluding fees and expenses related to the Tender Offer. As such, and based on the preliminary count by the depositary, the depositary for the Tender Offer has determined that the preliminary proration factor for the Tender Offer is approximately 10.38%. The shares expected to be purchased represent approximately 10.24% of the Company’s currently outstanding shares of Common Stock.
The number of shares of Common Stock expected to be purchased in the Tender Offer and the proration factor referred to above are preliminary and subject to change. The final number of shares of Common Stock to be purchased and the final proration factor will be announced following completion of the verification process. Payment for the shares of Common Stock accepted for purchase pursuant to the Tender Offer, and the return of all other shares of Common Stock tendered and not purchased, will occur promptly thereafter.
American Stock Transfer and Trust Company, LLC served as the depositary and paying agent for the Tender Offer, and D.F. King & Co., Inc. served as information agent for the Tender Offer. Questions and requests for assistance by shareholders may be directed to D.F. King & Co., Inc. at (866) 406-2283 (Toll Free).
IMPORTANT NOTICE
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company.
ABOUT CIM COMMERCIAL TRUST CORPORATION
CIM Commercial Trust Corporation is a real estate investment trust (REIT) that principally invests, owns, and operates Class A and creative office investments located in vibrant and improving urban communities throughout the U.S. Properties are primarily located in Los Angeles, the San Francisco Bay Area, Sacramento, and Washington, D.C. CIM Investment Advisors, LLC, the manager of CIM Commercial Trust, is comprised of a seasoned team of real estate investment professionals with extensive expertise in acquisitions, investments, development, finance, leasing, asset management, as well as in-house research capabilities. In addition, CIM Commercial Trust continues to deploy a portion of its capital to its real estate lending platform through its wholly owned subsidiary (d/b/a PMC Commercial Trust) that originates and services loans under the U.S. Small Business Administration 7(a) Guaranteed Loan Program as well as through other lending programs. www.cimcommercial.com
FORWARD-LOOKING STATEMENTS
The information set forth herein contains “forward-looking statements.” You can identify these statements by the fact that they do not relate strictly to historical or current facts or discuss the business and affairs of CIM Commercial Trust Corporation on a prospective basis. Further, statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” or “should” or the negative or other words or expressions of similar meaning, may identify forward-looking statements.
CIM Commercial Trust bases these forward-looking statements on particular assumptions that it 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. The forward-looking statements are necessarily estimates reflecting the judgment of CIM Commercial Trust 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 forward-looking statements are subject to risks, uncertainties and other factors, including those set forth in CIM Commercial Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
As you read and consider the information herein, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date hereof. These forward-looking statements involve risks, uncertainties and assumptions. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained herein will in fact transpire. New factors emerge from time to time, and it is not possible for CIM Commercial Trust to predict all of them. Nor can CIM Commercial Trust assess the impact of each such factor or the extent to which any factor, or combination of factors may cause results to differ materially from those contained in any forward-looking statement. CIM Commercial Trust undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.
For CIM Commercial Trust Corporation
Media Relations:
Bill Mendel, 212-397-1030
bill@mendelcommunications.com
Or
Investor Relations:
Steve Altebrando, 646-652-8473
investors@cimcommercial.com