What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-03-31 compared with 2020-03-30 · 70 added, 73 removed, 214 unchanged (40% of the section changed)

CIM Real Estate Finance Trust, Inc.

(formerly known as Cole Credit Property Trust IV, Inc.) (the “Company,” “we,” “our” or “us”) is a non-exchange traded REIT formed as a Maryland corporation on July 27, 2010 that elected to be taxed and currently qualifies as a REIT for federal income tax purposes beginning with its taxable year ended December 31, 2012.

(the “Company,” “we,” “our” or “us”) is a non-exchange traded REIT formed as a Maryland corporation on July 27, 2010 that elected to be taxed and currently qualifies as a REIT for federal income tax purposes beginning with its taxable year ended December 31, 2012.

Historically, we have primarily acquired core commercial real estate assets principally consisting of necessity retail properties located throughout the United States.

We use the term “core” to describe existing properties currently operating and generating income that are leased to creditworthy tenants under long-term net leases and are strategically located.

In April of 2019, we announced our intention to pursue a more diversified investment strategy, ultimately transitioning to a mortgage REIT, by balancing our existing portfolio of core commercial real estate assets with future investments in a portfolio of commercial mortgage loans and other real estate-related credit investments that we would originate, acquire, finance and manage.

In April of 2019, we announced our intention to pursue a more diversified investment strategy by balancing our existing portfolio of core commercial real estate assets with future investments in a portfolio of commercial mortgage loans and other real estate-related credit investments that we would originate, acquire, finance and manage.

As of December 31, 2020, we owned 516 properties, comprising 21.3 million rentable square feet of commercial space located in 45 states.

As of December 31, 2020, the rentable space at these properties was 94.1% leased, including month-to-month agreements, if any.

In addition, our loan portfolio consisted of 12 loans with a net book value of $301.6 million as of December 31, 2019 .

Substantially all of our business is conducted through CIM Real Estate Finance Operating Partnership, LP (formerly known as Cole Operating Partnership IV, LP), a Delaware limited partnership (“CMFT OP”), of which we are the sole general partner and own, directly or indirectly, 100% of the partnership interests, and its subsidiaries.

In addition, our loan portfolio consisted of 206 loans with a net book value of $892.3 million, and investments in real estate-related securities of $38.2 million as of December 31, 2020.

A majority of our business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership (“CMFT OP”), of which we are the sole general partner and own, directly or indirectly, 100% of the partnership interests, and its subsidiaries.

We commenced our initial public offering in January of 2012 on a “best efforts” basis of up to $2.975 billion in shares of common stock (the “Offering”), which offered up to approximately 292.3 million shares of our common stock at a price of $10.00 per share, and up to approximately 5.5 million additional shares allocated to our distribution reinvestment plan (the “DRIP”) under which our stockholders could have elected to have distributions reinvested in additional shares of common stock at a price of $9.50 per share.

5 unchanged sentences

We registered an additional $600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Offering, the “Offerings”), on August 2, 2016.

We have issued and will continue to issue shares of common stock under the Secondary DRIP Offering.

We continued to issue shares of common stock under the Secondary DRIP Offering.

As of December 31, 2020, we had issued approximately 362.4 million shares of our common stock in the Offerings, including 64.1 million shares issued in the DRIP Offerings, for gross offering proceeds of $3.6 billion before organization and offering costs, selling commissions and dealer manager fees of $306.0 million.

In addition, on December 21, 2020, we issued 52.6 million shares of common stock in connection with the Mergers as defined and discussed below.

On December 21, 2020, we completed mergers with Cole Office & Industrial REIT (CCIT III), Inc.

(“CCIT III”) and Cole Credit Property Trust V, Inc.

(“CCPT V”), pursuant to (i) the Agreement and Plan of Merger, dated August 30, 2020 (as amended on November 3, 2020, the “CCIT III Merger Agreement”), by and among the Company, Thor III Merger Sub, LLC, a wholly owned subsidiary of ours (“CCIT III Merger Sub”), and CCIT III, with CCIT III Merger Sub surviving as a wholly owned subsidiary of ours (the “CCIT III Merger”), and (ii) the Agreement and Plan of Merger, dated August 30, 2020 (as amended on each of October 22, 2020, October 24, 2020 and October 29, 2020, the “CCPT V Merger Agreement”, and together with the CCIT III Merger Agreement, the “Merger Agreements”), by and among the Company, Thor V Merger Sub, LLC, a wholly owned subsidiary of ours (“CCPT V Merger Sub”), and CCPT V, with CCPT V Merger Sub surviving as a wholly owned subsidiary of ours (the “CCPT V Merger,” and collectively with the CCIT III Merger, the “Mergers”).

In accordance with the applicable provisions of the Maryland General Corporation Law (the “MGCL”), the separate existence of CCIT III and CCPT V ceased.

Through the Mergers, we acquired 146 properties with a total of 3.8 million square feet, all of which had an aggregate gross real estate value of approximately $763.0 million.

The combined company after the Mergers retains the name

“CIM Real Estate Finance Trust, Inc.” Each Merger qualified as a “reorganization” under, and within the meaning of, Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

Our Manager, Investment Advisor and CIM

We are externally managed by CIM Real Estate Finance Management, LLC (formerly known as Cole REIT Management IV, LLC), a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM”).

CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi-disciplinary expertise, including acquisitions, management, development, leasing, research and capital markets.

CIM is headquartered in Los Angeles, California and has offices in Oakland, California;

Bethesda, Maryland;

Dallas, Texas;

New York, New York;

Chicago, Illinois;

and Phoenix, Arizona.

our dealer manager, CREI Advisors, LLC (“CREI Advisors”), our property manager, and Capital IC Management, LLC (the “Investment Advisor”), our investment advisor with respect to investments in securities, to provide substantially all of our day-to-day management.

We are externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM”).

CIM is a community-focused real estate and infrastructure owner, operator, lender and developer.

Headquartered in Los Angeles, California, CIM has offices across the United States and in Tokyo, Japan.

We have no paid employees and rely upon our manager pursuant to our Amended and Restated Management Agreement dated August 20, 2019 (the “Management Agreement”), as well as its affiliates, including CCO Capital, LLC (“CCO Capital”), our dealer manager, CREI Advisors, LLC (“CREI Advisors”), our property manager, and CIM Capital IC Management, LLC (the “Investment Advisor”), our investment advisor with respect to investments in securities, to provide substantially all of our day-to-day management.

Our manager, CCO Capital, and CREI Advisors are owned directly or indirectly by CCO Group, LLC.

Collectively, CCO Group, LLC, CCO Capital and CREI Advisors serve as our sponsor, which we refer to as our “sponsor” or “CCO Group.” Our Management Agreement is for a three-year term and renews automatically each year thereafter for an additional one-year period unless terminated by our board of directors (our “Board”).

On December 6, 2019, CMFT Securities Investments, LLC (“CMFT Securities”), which is a wholly-owned subsidiary of the Company, entered into an investment advisory and management agreement (the “Investment Advisory and Management Agreement”) with our Investment Advisor.

5 unchanged sentences

The Sub-Advisor is registered as an investment adviser under the Advisers Act and is an affiliate of the Investment Advisor.

The Sub-Advisor is responsible for providing investment management services with respect to the corporate credit-related securities held by CMFT Securities.

The Sub-Advisor is responsible for providing investment management services with respect to the corporate credit and real estate-related securities held by CMFT Securities.

Either party may terminate the Sub-Advisory Agreement with 30 days’ prior written notice to the other party.

2 unchanged sentences

The following table summarizes the estimated per share NAV of our common stock for the periods indicated below:

Valuation Date

Period Commencing

Period Ending

NAV per Share

August 31, 2015

October 1, 2015

November 13, 2016

September 30, 2016

November 14, 2016

March 27, 2017

December 31, 2016

March 28, 2017

March 28, 2018

December 31, 2017

March 29, 2018

March 19, 2019

December 31, 2018

March 26, 2019

March 29, 2020

December 31, 2019

March 30, 2020

For participants in the DRIP, distributions are reinvested in shares of our common stock under the DRIP at the most recent estimated per share NAV as determined by our Board.

Commencing on March 30, 2020 , following our Board’s determination of an updated estimated per share NAV, distributions will be reinvested in shares of our common stock under the DRIP at a price of $7.77 per share, the estimated per share NAV as of December 31, 2019 , as determined by our Board.

Additionally, $7.77 per share will serve as the most recent estimated per share NAV for purposes of the share redemption program.

Valuation Date Period Commencing Period Ending NAV per Share

August 31, 2015 October 1, 2015 November 13, 2016 $ 9.70

September 30, 2016 November 14, 2016 March 27, 2017 $ 9.92

December 31, 2016 March 28, 2017 March 28, 2018 $ 10.08

December 31, 2017 March 29, 2018 March 19, 2019 $ 9.37

December 31, 2018 March 26, 2019 March 29, 2020 $ 8.65

December 31, 2019 March 30, 2020 May 28, 2020 $ 7.77

March 31, 2020 May 29, 2020 August 13, 2020 $ 7.26

June 30, 2020 August 14, 2020 — $ 7.31

For participants in the DRIP, distributions were reinvested in shares of our common stock under the DRIP at the most recent estimated per share NAV as determined by our Board.

Commencing on August 14, 2020, following our Board’s determination of an updated estimated per share NAV, distributions were reinvested in shares of our common stock under the DRIP at a price of $7.31 per share, the estimated per share NAV as of June 30, 2020, as determined by our Board.

Additionally,

$7.31 per share served as the most recent estimated per share NAV for purposes of the share redemption program.

On August 30, 2020, the Board approved the suspension of the DRIP and the share redemption program in connection with our entry into the Merger Agreements.

On March 25, 2021, our Board reinstated the DRIP and the share redemption program, effective April 1, 2021.

We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to August 14, 2020, including, but not limited to, our entry into the Merger Agreements on August 30, 2020 or the consummation of the Mergers on December 21, 2020.

See Part II, Item 5.

1 unchanged sentence

Investment Strategy and Objectives

Our investment strategy is to diversify our investments and capital structure, ultimately transitioning to a mortgage REIT, by balancing our existing core portfolio of necessity commercial real estate assets, net leased under long-term leases to creditworthy tenants and which provide current operating cash flows, with real estate related credit investments, including commercial real estate mortgage loans and other real estate related debt and securities investments in which our manager and its affiliates have expertise.

Our investment strategy is to diversify our investments and capital structure by balancing our existing core portfolio of necessity commercial real estate assets, net leased under long-term leases to creditworthy tenants and which provide current operating cash flows, with real estate related credit investments, including commercial real estate mortgage loans and other real estate related debt and securities investments in which our manager and its affiliates have expertise.

In order to execute on this strategy, we intend, subject to market conditions, to sell a substantial portion of our anchored shopping centers and certain single tenant properties and redeploy the proceeds from those sales into the origination, participation in, and acquisition of our targeted credit investments.

Assuming the successful repositioning of our portfolio, we

then intend to pursue a listing of our common stock on a national securities exchange.

Assuming the successful repositioning of our portfolio, we then intend to pursue a listing of our common stock on a national securities exchange.

We cannot make assurances that we will successfully reposition our portfolio as a mortgage REIT or list our common stock on a national securities exchange within a particular timeframe or at all.

3 unchanged sentences

Our manager and our Investment Advisor are required to manage our business in accordance with certain investment guidelines that were adopted by the valuation, compensation and affiliate transactions committee of our Board, which include:

not making investments that would cause us to fail to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”);

not making any investment that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act;

• not making investments that would cause us to fail to qualify as a REIT under the Code;

• not making any investment that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

• our manager seeking to invest our capital in a broad range of investments in or relating to real property and real estate-related credit assets and our Investment Advisor seeking to invest in real estate and corporate credit-related securities;

prior to the deployment or redeployment of capital, permitting the manager or our Investment Advisor to cause the capital to be investment in short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S.

• prior to the deployment or redeployment of capital, permitting the manager or our Investment Advisor to cause the capital to be invested in short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S.

government obligations, and other instruments and investments reasonably determined to be of high quality;

not permitting more than 25% of consolidated equity, as defined in the Management Agreement, to be invested in any individual investment without approval of a majority of the Board or a duly constituted committee thereof;

requiring any investment in excess of 10% of consolidated equity, as defined in the Management Agreement, to be approved by the Board or a duly constituted committee thereof.

• not making any (i) individual or single pooled commercial mortgage-backed securities (“CMBS”) investment or corporate loan investment in excess of $250 million, (ii) any commercial real estate (“CRE”) loan in excess of $50 million with a loan-to-value ratio in excess of 80%, and (iii) any other type of investment, including but not limited to commercial real estate acquisitions, in excess of $200 million, without the approval of a majority of the Board or a duly constituted committee of the Board.

Types of Investments — Commercial Real Estate Related Credit Investments

3 unchanged sentences

These loans will generally have maturity dates ranging from three to ten years and bear interest at a fixed or floating rate, though they are more likely going to be floating rate and have a shorter-duration term.

The loans will likely require interest only payments and if these loans do provide for some amortization, they will typically require, in any event, a balloon payment of principal at maturity.

The loans will likely require interest only payments and if these loans do

provide for some amortization, they will typically require, in any event, a balloon payment of principal at maturity.

These investments may include whole loan participations and/or pari passu participations within such loans.

2 unchanged sentences

These mortgage loans are senior to the borrower’s equity in the property.

These loans may be tranched into senior and junior mezzanine loans, with junior mezzanine lender secured by a pledge of the equity interests in the more junior mezzanine borrower.

These loans may be tranched into senior and junior mezzanine loans, with junior mezzanine loans secured by a pledge of the equity interests in the more junior mezzanine borrower.

Mezzanine lenders typically have different, and at times more limited, rights compared to more senior lenders, including, following a default on the senior loan, the right, for a period of time, to cure defaults under the senior loan and any senior mezzanine loan and purchase the senior loan and any senior mezzanine loan.

Subject to the terms negotiated with, and the rights of, the senior lenders, mezzanine lenders typically have the right to foreclose on its equity interest and become the director or indirect owner of the property.

Subject to the terms negotiated with, and the rights of, the senior lenders, mezzanine lenders typically have the right to foreclose on their equity interest and become the direct or indirect owner of the property.

Other Real Estate Related Debt Instruments .

We will opportunistically invest in or originate other commercial real estate-related debt instruments such as subordinated mortgage interests, preferred equity, note financing, unsecured loans to owners and operators of real estate assets, and secured real estate securities such as commercial mortgage-backed securities (“CMBS”) and commercial real estate collateralized loan obligations (“CRE CLOs”).

We will opportunistically invest in or originate other commercial real estate-related debt instruments such as subordinated mortgage interests, preferred equity, note financing, unsecured loans to owners and operators of real estate assets, and secured real estate-related securities such as CMBS and commercial real estate collateralized loan obligations (“CRE CLOs”).

Corporate Loans .

We may also invest in or originate certain syndicated corporate loans, often but not necessarily of real estate operating or finance companies.

We will evaluate our credit investment opportunities to ensure that they are in compliance with our investment guidelines, do not cause us to lose our qualification as a REIT under the Internal Revenue Code or cause us or any of our subsidiaries to be an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

We will evaluate our credit investment opportunities to ensure that they are in compliance with our investment guidelines, do not cause us to lose our qualification as a REIT under the Code or cause us or any of our subsidiaries to be an investment company under the Investment Company Act.

In evaluating prospective loan or other credit investments, CMFT Management will consider factors such as the following:

23 unchanged sentences

We have acquired, and may continue to acquire, other income-producing properties, such as office and industrial properties, which may share certain core characteristics with our retail investments, such as a principal creditworthy tenant, a long-term net lease, and a strategic location.

Many of our properties are, and we anticipate that future properties will be, leased to tenants in the chain or franchise retail industry, including, but not limited to, convenience stores, drug stores and restaurant properties, as well as leased to large national retailers as standalone properties or as part of anchored shopping centers, which are anchored by national, regional and local retailers.

Many of our properties are, and we anticipate that future properties will be, leased to tenants in the chain or franchise retail industry, including, but not limited to, convenience stores, drug stores and restaurant properties, as well as leased to large national retailers as stand-alone properties or as part of anchored shopping centers, which are anchored by national, regional and local retailers.

CMFT Management monitors industry trends and identifies properties on our behalf that serve to provide a favorable return balanced with risk.

25 unchanged sentences

We incur debt to acquire properties when CMFT Management determines that incurring such debt is in our best interests and in the best interests of our stockholders.

In addition, from time to time, we have acquired and may continue to acquire some properties without financing and later incur mortgage debt secured by one or more of such properties if favorable financing terms are available.

In addition, from time to time, we have acquired and may continue to acquire some

properties without financing and later incur mortgage debt secured by one or more of such properties if favorable financing terms are available.

We use the proceeds from these loans to acquire additional properties.

See “— Financing Strategy” below for a more detailed description of our borrowing intentions and limitations.

Underwriting Process

In evaluating potential property acquisitions consistent with our investment objectives, CMFT Management applies a well-established underwriting process to determine the creditworthiness of potential tenants.

31 unchanged sentences

• projected internal rates of return.

The Board has adopted a policy to prohibit acquisitions from affiliates of CMFT Management unless a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction determine that the transaction is fair and reasonable to us and certain other conditions are met.

transaction is fair and reasonable to us and certain other conditions are met.

See the section captioned “— Acquisition of Properties from Affiliates of CMFT Management” below.

6 unchanged sentences

Circumstances might arise that could cause us to determine to sell an asset before the end of the expected holding period if we believe the sale of the asset would be in the best interests of our stockholders.

The determination of whether a particular asset should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, current tenant rolls and tenant creditworthiness, whether we could apply the proceeds from the sale of the asset to acquire other assets, whether disposition of the asset would increase cash flows, and whether the sale of the asset would be a prohibited transaction under the Internal Revenue Code or otherwise impact our status as a REIT for federal income tax purposes.

During the year ended December 31, 2019, we sold 497 properties for an aggregate gross sales price of $1.65 billion , resulting in net proceeds of $1.40 billion and a gain of $180.7 million .

The determination of whether a particular asset should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, current tenant rolls and tenant creditworthiness, whether we could apply the proceeds from the sale of the asset to acquire other assets, whether disposition of the asset would increase cash flows, and whether the sale of the asset would be a prohibited transaction under the Code or otherwise impact our status as a REIT for federal income tax purposes.

During the year ended December 31, 2020, we sold 30 properties for an aggregate gross sales price of $270.4 million, resulting in net proceeds of $263.8 million and a gain of $27.5 million.

Financing Strategy

CMFT Management believes that utilizing borrowings to make investments is consistent with our investment objective of maximizing the return to stockholders.

By operating on a leveraged basis, we have more funds available for acquiring properties.

By operating on a leveraged basis, we have more funds available for acquiring properties or credit investments.

This allows us to make more investments than would otherwise be possible, potentially resulting in a more diversified portfolio.

11 unchanged sentences

Conflicts of Interest

We are subject to various conflicts of interest arising out of our relationship with CMFT Management and its affiliates, including conflicts related to the arrangements pursuant to which we will compensate CMFT Management and its affiliates.

Affiliates of CMFT Management act as advisors to CCPT V, CCIT II, CCIT III and/or CIM Income NAV, all of which are public, non-listed REITs sponsored by our sponsor, CCO Group.

All of these programs primarily focus on the acquisition and management of commercial properties subject to long-term net leases to creditworthy tenants and have acquired or may acquire assets similar to ours.

CCPT V, like us, focuses primarily on the retail sector, while CCIT II and CCIT III focus primarily on the office and industrial sectors and CIM Income NAV focuses primarily on commercial properties in the retail, office and industrial sectors.

Nevertheless, the investment strategy used by each REIT would permit them to acquire certain properties that may also be suitable for our portfolio.

Affiliates of CMFT Management act as advisors to CIM Income NAV, Inc.

(“CIM Income NAV”), which is a public, non-listed REIT sponsored by our sponsor, CCO Group.

CIM Income NAV primarily focuses on the acquisition and management of commercial properties in the retail, office and industrial sectors subject to long-term net leases to creditworthy tenants and has acquired or may acquire assets similar to ours.

Nevertheless, the investment strategy used by CIM Income NAV would permit them to acquire certain properties that may also be suitable for our portfolio.

Allocation of Investment Opportunities

21 unchanged sentences

Following the effective date of the Management Agreement, our manager shall no longer be entitled to receive the Advisory Fee, Acquisition Fees, Subordinated Performance Fee, or Disposition Fees as defined and provided in the prior Advisory Agreement between the Company and the manager dated January 24, 2012;

provided, however, that for the Company’s properties under contract to be sold or specifically identified in a broker agreement as being marketed for sale as of the effective date of the Management Agreement, the Manager may be entitled to receive a Disposition Fee in accordance with the terms of the prior Advisory Agreement.

provided, however, that for the Company’s properties under contract to be sold or specifically identified in a broker agreement as being marketed for sale as of the effective date of the Management Agreement, the manager may be entitled to receive a Disposition Fee in

accordance with the terms of the prior Advisory Agreement.

In addition, our manager generally shall continue to be entitled to reimbursement for costs and expenses to the extent incurred on behalf of the Company in accordance with the Management Agreement;

5 unchanged sentences

In addition, the Investment Advisor is eligible to receive incentive compensation, as described below.

In the event that an Incentive Fee is earned and payable with respect to any quarter under the Management Agreement,

our manager will calculate the portion of the Incentive Fee that was attributable to the assets managed by our Investment Advisor and payable to the Investment Advisor.

In the event that an Incentive Fee is earned and payable with respect to any quarter under the Management Agreement, our manager will calculate the portion of the Incentive Fee that was attributable to the assets managed by our Investment Advisor and payable to the Investment Advisor.

Pursuant to the Investment Advisory and Management Agreement, CMFT Securities will reimburse the Investment Advisor for costs and expenses incurred by the Investment Advisor on its behalf.

The Investment Advisory and Management Agreement shall continue for a term of three years and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CMFT Securities provides 180 days’ written notice to the Investment Advisor after the affirmative vote of 2/3 of the our independent directors, or if the Investment Advisor provides 180 days’ written notice to CMFT Securities.

The Investment Advisory and Management Agreement shall continue for a term of three years and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CMFT Securities provides 180 days’ written notice to the Investment Advisor after the affirmative vote of 2/3 of our independent directors, or if the Investment Advisor provides 180 days’ written notice to CMFT Securities.

If the Investment Advisory and Management Agreement is terminated without cause by CMFT Securities, the Investment Advisor shall receive a termination fee equal to three times the sum of (a) the average annual Investment Advisory Fee and (b) the average annual Securities Manager Incentive Compensation, as that term is defined in the Investment Advisory and Management Agreement, during the 24-month period prior to the termination.

3 unchanged sentences

Either party may terminate the Sub-Advisory Agreement with 30 days’ prior written notice to the other party.

We have no direct employees.

The employees of CMFT Management and its affiliates provide services to us related to acquisitions and dispositions, property management, asset management, financing, accounting, stockholder relations and administration.

The employees of CCO Capital, the dealer manager for the Offering, provided wholesale brokerage services during the Offering.

Human Capital Resources

We are operated by affiliates of CIM and have no direct employees.

We have entered into the Management Agreement with CMFT Management, an affiliate of CIM, pursuant to which CMFT Management has agreed to provide, or arrange for other service providers to provide, management and administrative services to us and our subsidiaries.

As we purchase properties, we are in competition with other potential buyers for the same properties and may have to pay more to purchase the property than if there were no other potential acquirers or we may have to locate another property that meets our acquisition criteria.

8 unchanged sentences

Many of our competitors are not subject to the operating constraints associated with REIT compliance or maintenance of an exclusion from regulation under the Investment Company Act.

In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.

In addition, some of our competitors may have higher risk tolerances or different risk assessments,

which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.

Furthermore, competition for originations of and investments in our target assets may lead to the yields of such assets decreasing, which may further limit our ability to generate satisfactory returns.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business