REAL ESTATE INVESTMENT
CIM Group | September 23, 2021
CIM Real Estate Finance Trust, Inc. announced it has entered into a definitive merger agreement to acquire CIM Income NAV, Inc. in a stock-for-stock, tax-free merger transaction. CMFT and INAV are non-traded REITs managed by affiliates of CIM Group, LLC (“CIM”).
The pro forma combined company would have approximately $6.0 billion in total enterprise value, creating a leading commercial credit-focused real estate investment trust (REIT) with greater tenant, industry, and asset type diversity, financial strength, and improved access to capital markets. This transaction is expected to close in the fourth quarter of 2021, subject to certain closing conditions, including INAV stockholder approval.
The merger agreement was negotiated on behalf of CMFT and INAV by their special committees composed exclusively of disinterested independent directors. Each special committee recommended approval of the merger agreement to its respective Board of Directors. Each respective Board of Directors subsequently unanimously approved the entry by its REIT into the merger agreement.
We believe combining INAV and CMFT will benefit stockholders of both companies by creating a larger, more diversified and valuable company, positioning the company for a public market listing.
- Richard Ressler, Principal and Co-Founder of CIM Group.
Potential Strategic Benefits
The merger is expected to produce meaningful benefits for stockholders of CMFT and INAV, including:
Greater Scale & Relevance: With $6.0 billion and $3.2 billion1 in enterprise value and equity value, respectively, CC CMFT will be one of the largest credit-focused REITs, increasing its relevance in the capital markets and reducing its cost of debt and equity capital.
Diversification: CC CMFT's combined 590 property, 23.8-million-square-foot real estate portfolio will have greater tenant, industry and asset type diversity, providing CC CMFT with greater flexibility to opportunistically pursue growth strategies and recycle non-core assets. CC CMFT’s top five tenant concentration decreases from 22% at both CMFT and INAV to 19%, with no single tenant concentration above 5%.
Path to Liquidity: The merger transaction is one more step in the execution of CMFT’s business plan and is anticipated to better position CC CMFT for a public market listing, which, subject to market conditions, is expected to occur in 2022.2
Cost Savings: CC CMFT is expected to realize $2.8 million of annualized general and administrative synergies on a run-rate basis with additional cash flow improvement of $2.5 million to INAV stockholders through the elimination of ongoing stockholder servicing fees.
Subject to the terms and conditions of the merger agreement, INAV stockholders would receive an approximate 10.6% premium3 for each share of INAV common stock based upon the receipt of the following consideration:
Class D: 2.574 shares of CMFT common stock, which is valued at approximately $18.53 per share
Class T: 2.510 shares of CMFT common stock, which is valued at approximately $18.07 per share
Class S: 2.508 shares of CMFT common stock, which is valued at approximately $18.06 per share
Class I: 2.622 shares of CMFT common stock, which is valued at approximately $18.88 per share
Additionally, CMFT intends to increase its distribution rate, subject to approval by the CMFT Board of Directors, so that INAV stockholders will receive aggregate per annum distributions in an amount equal to or greater than INAV’s current annualized distributions after the closing of the proposed merger.
RBC Capital Markets, LLC is acting as financial advisor to the Special Committee of the Board of Directors of CMFT, and Sullivan & Cromwell LLP and Venable LLP are acting as legal advisors to the Special Committee of the Board of Directors of CMFT. Morris, Manning & Martin, LLP is acting as REIT and securities counsel in connection with the transaction. The Special Committee of the Board of Directors of INAV has engaged Jones Lang LaSalle Securities, LLC, an affiliate of Jones Lang LaSalle America, Inc. as their financial advisor, and Nelson Mullins Riley & Scarborough LLP as their legal advisor.
About CIM Real Estate Finance Trust, Inc.
CMFT is a public non-traded corporation that has elected to be taxed and currently qualifies as a REIT. CMFT holds investments in net lease and multi-tenant retail assets as well as real estate loans and other credit investments. CMFT is managed by affiliates of CIM.
About CIM Income NAV, Inc.
INAV is a public, non-traded corporation that has elected to be taxed and currently qualifies as a REIT. INAV holds investments in office, industrial and retail assets. INAV is managed by affiliates of CIM.
About CIM Group
CIM is a community-focused real estate and infrastructure owner, operator, lender and developer. Since 1994, CIM has sought to create value in projects and positively impact the lives of people in communities across the Americas by delivering more than $60 billion of essential real estate and infrastructure projects. CIM’s diverse team of experts applies its broad knowledge and disciplined approach through hands-on management of real assets from due diligence to operations through disposition. CIM strives to make a meaningful difference in the world by executing key environmental, social and governance (ESG) initiatives and enhancing each community in which it invests.
REAL ESTATE TECHNOLOGY
Realogy Holdings Corp. | April 11, 2022
On April 8th, the annual Real Estate Almanac publication released its T3 Sixty Enterprise 20 Report. The U.S.’s largest real estate company, Realogy topped the rankings as the leading real estate enterprise with the highest sales volume, agent count, and transaction sides for the year 2021.
In addition, six Realogy residential real estate brands, namely, Better Homes and Gardens® Real Estate, CENTURY 21®, Corcoran®, Coldwell Banker®, ERA, and Sotheby’s International Realty® led the report’s top franchise brand lists. Corcoran was recognized as the fastest growing franchise brand based on year-on-year sales volume.
Realogy's leadership in the T3 Sixty Enterprise Report year after year is a testament to the powerful affiliated agents, brokers, and franchise owners who dedicate themselves every day to supporting consumers with one of life's most significant transactions. Their critical role at the center of every transaction helps fuel Realogy as we continue to move the real estate industry to what's next."
Ryan Schneider,Realogy's chief executive officer and president
REAL ESTATE INVESTMENT
Venterra Realty | January 11, 2022
Venterra Realty acquired Stoneridge on the 8, formerly Advenir at Stone Park, in Houston, TX.
The 480-unit, three-story multifamily community was built in two separate phases in 2004 and 2007. Located along Beltway 8 in Houston, Stoneridge offers excellent connectivity to its residents, within 1.5 miles of two other major highways, Interstate-10 and Highway 90. The Port of Houston, about 6 miles from the property, is one of the leading employment drivers in the Houston Metro area and serves as the epicenter of the petrochemical industry in the U.S.
The property provides renters with an extensive amenity package, including two resort-inspired swimming pools, an around-the-clock fitness center, a resident game room, detached garages, additional covered parking and bark parks for small and large pets. The community offers modern finishes with black or stainless-steel appliances, oversized closets, garden tubs, double sink vanities, and private patios or balconies perfect for enjoying neighborhood views.
Houston is one of the fast-growing metropolitan areas in the United States, with its population growing 20.3% from 2010 to 2020 ranking top three nationwide. So Stoneridge on the 8 is naturally a valuable investment to be added to the growing Venterra portfolio in this top-performing market."
Venterra Realty Chairman, Andrew Stewart.
Venterra will implement its resident-focused programs such as the Live it. Love it. Guarantee.TM, the 48-Hour Maintenance Guarantee, SMARTLEASING, as well as their overall commitment to providing a world-class living experience for which Venterra has become known.
Houston is our headquarters and the city that housed the first properties Venterra managed over 20 years ago. We have seen first-hand the growth potential for this area of the country and are excited to expand our portfolio in a city we are confident will provide great return on investments, This property in particular offers significant opportunity and will benefit substantially from the completion of a unit upgrade program, the addition of the SMARTHOME technology package, and the deployment of Venterra's customer-focused management platform."
John Foresi, CEO of Venterra Realty.
Founded in 2001, Venterra Realty owns and manages approximately 70 communities and more than 20,000 apartment units across 13 major US cities that provide housing to over 40,000 people and 12,000 pets. The organization has completed $7.2 billion in real estate transactions and currently manages a portfolio of multi-family real estate assets valued at approximately $4.0 billion. Venterra is committed to improving the lives of its residents by delivering industry-leading customer experience.