UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
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| ☐ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☒ | Soliciting Material Pursuant to §240.14a-12 | |
Cole Credit Property Trust V, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Dear Stockholder,
We are pleased to provide you with the 2020 proxy materials for Cole Credit Property Trust, Inc. (“CCPT V”). Your vote is very important! Please review the materials carefully and vote using one of the methods detailed on the enclosed flyer. The Board of Directors of CCPT V recommends that you vote “FOR” each of the proposals.
What is being proposed?
For complete information on the proposals, please see the enclosed materials.
On August 31, 2020, CCPT V announced that it had entered into a definitive merger agreement (the “CCPT V Merger Agreement”) whereby CIM Real Estate Finance Trust, Inc. (“CMFT”) would combine with CCPT V in a stock-for-stock, tax-free merger transaction. This proposal is your opportunity to cast your vote in favor of the merger.
What are the potential benefits to stockholders?
In addition to the CCPT V Merger Agreement, another real estate investment trust (“REIT”) managed by CIM Group — Cole Office & Industrial REIT (CCIT III), Inc. (“CCIT III”) — has entered into a definitive merger agreement with CMFT, whereby CMFT would similarly combine with CCIT III in a stock-for-stock, tax-free merger transaction. We believe combining the three REITs would result in significant benefits, including:
| • | Greater Scale: With $4.8 billion in total assets, we believe the combined company, consisting of CMFT, CCIT III and CCPT V (the “Combined Company”), will be better positioned to navigate the post-COVID-19 pandemic economic environment. |
| • | Diversification: The combined portfolio will have greater tenant and asset type diversity, providing the Combined Company with an enhanced, lower-risk portfolio. |
| • | Balance Sheet Flexibility: As of June 30, 2020, the Combined Company had moderate leverage and substantial cash on its balance sheet to fund future investments. |
| • | Cost Savings: The Combined Company is expected to ultimately realize savings as a result of operational efficiencies from the proposed mergers. |
| • | Path to Liquidity: Ultimately, we believe the Combined Company will be better positioned to weather the downturn resulting from the COVID-19 pandemic and take advantage of opportunities post-pandemic, including the pursuit of an eventual liquidity event such as a public market listing. |
Subject to the terms and conditions of the CCPT V Merger Agreement, CCPT V stockholders will receive 2.892 shares of CMFT common stock for every one share of CCPT V common stock. Based on CMFT’s most recent estimated net asset value (“NAV”) per share of $7.31, this is equivalent to approximately $21.14 per share of CCPT V common stock and an approximate 11.5% premium to CCPT V’s most recent estimated NAV per share of $18.96 approved by the Board as of June 30, 2020.
CIM GROUP 2398 EAST CAMELBACK ROAD, 4TH FLOOR, PHOENIX, ARIZONA 85016, PH 866.341.2653 CIMGROUP.COM
SECURITIES DISTRIBUTED BY AFFILIATE BROKER-DEALER: CCO CAPITAL, LLC, MEMBER FINRA/SIPC
When is the transaction targeted to close, and where can I find more information?
The merger between CMFT and CCPT V is expected to close in the fourth quarter of 2020, subject to customary closing conditions set forth in the CCPT V Merger Agreement, including CCPT V stockholder approval. All filings related to the proposed transactions are available at www.cimgroup.com/announcements.
When is the CCPT V Special Meeting?
The CCPT V Special Meeting is scheduled to be held virtually on December 17, 2020 at 11:00 a.m. Pacific Time. Visit www.proxydocs.com/CCPTV for complete meeting details. Please help CCPT V save time and expenses by voting your shares immediately.
If you have questions about the voting process, please call 1.844.280.5349 to be connected directly to a proxy specialist. Thank you for your prompt response on these proxy materials, and we look forward to continuing to serve you in the years to come.
Sincerely,
CIM Group
CIM GROUP 2398 EAST CAMELBACK ROAD, 4TH FLOOR, PHOENIX, ARIZONA 85016, PH 866.341.2653 CIMGROUP.COM
SECURITIES DISTRIBUTED BY AFFILIATE BROKER-DEALER: CCO CAPITAL, LLC, MEMBER FINRA/SIPC