2 unchanged sentences
As of March 18, 2024, we had approximately 437.3 million shares of common stock outstanding, held by a total of 74,566 stockholders of record.
−Removed: The number of stockholders is based on the records of DST Systems, Inc., which serves as our registrar and transfer agent.
+Added: The number of stockholders is based on the records of SS&C GIDS, Inc., which serves as our registrar and transfer agent.
There is no established trading market for our common stock.
2 unchanged sentences
Pursuant to the DRIP Offerings, we issue shares of our common stock at the most recently disclosed estimated per share NAV as determined by our Board.
−Removed: As of December 31, 2022, the most recent estimated per share NAV was $6.57 per share, which was established on December 19, 2022 using a valuation date of September 30, 2022.
+Added: As of December 31, 2023, the estimated per share NAV was $6.31 per share, which was established on November 9, 2023 using a valuation date of September 30, 2023.
+Added: Subsequent to December 31, 2023, the Board established an updated per share NAV of our common stock on February 29, 2024, using a valuation date of January 31, 2024, of $6.09 per share.
To assist fiduciaries of tax-qualified pension, stock bonus or profit-sharing plans, employee benefit plans and annuities described in Section 403(a) or (b) of the Code or an individual retirement account or annuity described in Section 408 of the Code subject to the annual reporting requirements of ERISA and IRA trustees or custodians in preparation of reports relating to an investment in the shares, we will publicly disclose and provide reports, as requested, of the per share estimated value of our common stock to those fiduciaries who request such reports.
3 unchanged sentences
provided, however, that the determination of the estimated per share NAV must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert and must be derived from a methodology that conforms to standard industry practice.
−Removed: The Board established an updated estimated per share NAV on December 19, 2022 of $6.57 per share using a valuation date of September 30, 2022, using a methodology that conformed to standard industry practice.
+Added: The Board established an updated estimated per share NAV effective on March 1, 2024 of $6.09 per share using a valuation date of January 31, 2024, using a methodology that conformed to standard industry practice.
However, as set forth above, there is no public trading market for the shares at this time and stockholders may not receive $6.09 per share if a market did exist.
−Removed: We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to December 19, 2022.
−Removed: In determining the estimated per share NAV as of September 30, 2022, our Board considered information and analysis, including valuation materials that were provided by our independent valuation expert, information provided by CMFT Management, and the estimated per share NAV recommendation made by the audit committee of our Board, which committee is comprised entirely of independent directors.
−Removed: See our Current Report on Form 8-K, filed with the SEC on December 21, 2022, for additional information regarding our independent valuation expert and its valuation materials.
+Added: We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to February 29, 2024.
+Added: In determining the estimated per share NAV as of January 31, 2024, our Board considered information and analysis, including valuation materials that were provided by our independent valuation expert, information provided by CMFT Management, and the estimated per share NAV recommendation made by the audit committee of our Board, which committee is comprised entirely of independent directors.
+Added: See our Current Report on Form 8-K, filed with the SEC on March 1, 2024, for additional information regarding our independent valuation expert and its valuation materials.
Share Redemption Program
9 unchanged sentences
The redemption price for shares purchased pursuant to our DRIP will be 100% of the most recently determined estimated per share NAV.
−Removed: The estimated per share NAV for purposes of our share redemption program as of December 31, 2022 is $6.57 per share, which estimated per share NAV was
−Removed: determined by our Board on December 19, 2022 using a valuation date of September 30, 2022.
−Removed: As a result of our Board’s determination of an updated estimated per share NAV of our shares of common stock on December 19, 2022, the estimated per share NAV of $6.57 as of September 30, 2022 will serve as the most recent estimated per share NAV for purposes of the share redemption program, effective December 21, 2022 until such time as the Board determines a new estimated per share NAV.
−Removed: We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to December 19, 2022.
+Added: The estimated per share NAV
+Added: for purposes of our share redemption program as of December 31, 2023 was $6.31 per share, which estimated per share NAV was determined by our Board on November 9, 2023 using a valuation date of September 30, 2023.
+Added: Subsequent to December 31, 2023, the Board established an updated estimated per share NAV of our common stock on February 29, 2024, using a valuation date of January 31, 2024, of $6.09 per share.
+Added: As a result of our Board’s determination of an updated estimated per share NAV of our shares of common stock on February 29, 2024, the estimated per share NAV of $6.09 as of January 31, 2024 will serve as the most recent estimated per share NAV for purposes of the share redemption program, effective March 1, 2024 until such time as the Board determines a new estimated per share NAV.
In determining the redemption price, we consider shares to have been redeemed from a stockholder’s account on a first-in, first-out basis.
23 unchanged sentences
While the shares of deceased stockholders and stockholders determined to have exigent circumstances will be included in calculating the maximum number of shares that may be redeemed in any annual or quarterly period, they will not be subject to the annual or quarterly percentage caps;
−Removed: therefore, if the volume of requests to redeem deceased stockholders’ shares in a particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other
−Removed: redemption requests were processed, the redemptions of deceased stockholders’ shares would be completed in full, assuming sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, were available.
−Removed: If sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, were not available to pay all such redemptions in full, the requests to redeem deceased stockholders’ shares and, effective as of April 1, 2023, shareholders determined to have exigent circumstances would be honored on a pro rata basis.
+Added: therefore, if the volume of requests to redeem deceased stockholders’ shares in a
+Added: particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other redemption requests were processed, the redemptions of deceased stockholders’ shares would be completed in full, assuming sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, were available.
+Added: If sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, are not available to pay all such redemptions in full, the requests to redeem shares of deceased stockholders and, effective as of April 1, 2023, stockholders determined to have exigent circumstances, will be honored on a pro rata basis.
We next will give priority to requests for full redemption of accounts with a balance of 250 shares or less at the time we receive the request, in order to reduce the expense of maintaining small accounts.
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During the three-month period ended December 31, 2023, we redeemed shares, including those redeemable due to a stockholder’s death, as follows:
−Removed: Period Total Number
Redeemed Average Price
7 unchanged sentences
October 1, 2023 - October 31, 2023
+Added: 8,627 $ 6.57 8,627 (3)
November 1, 2023 - November 30, 2023
+Added: 1,677,574 $ 6.57 1,677,574 (3)
December 1, 2023 - December 31, 2023
+Added: 60,307 $ 6.58 (2) 60,307 (3)
Total 1,746,508 1,746,508
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+Added: (1) Redemptions are included in the month of payment, which is made one business day following the trade date.
+Added: (2) Includes a prior period redemption.
(3) A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table.
21 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.