Clause 1.01 Entering into a Material Definitive Agreement.
On November 23, 2022, Creative Media & Community Trust Corporation (the “Company”) has with CIM Service Provider, LLC and CCO Capital, LLC (the “Dealer Manager”), pursuant to which the Dealer Manager has agreed to continue to act as the exclusive Dealer Manager for the Company’s offering (the “Offering”) of max $561,617,379on an aggregate basis, Series A1 Preferred Stock, par value $0.001 per share of the Company (the “Series A1 Preferred Shares”). The terms of the Agreement are consistent with the terms of the Third Amended and Restated Dealer Manager Agreement CIM Service Provider, LLC and the Dealer Manager and reflects only certain technical changes in light of the Company’s new Shelf Registration Statement on Form S-3 (Reg. No. 333-268032) which has been declared effective by the SEC on November 22, 2022pursuant to which the Company will conduct the Offering.
The Agreement requires the Dealer Manager to use its best efforts to sell the shares of Series A1 Preferred Stock being offered in the Offering. Subject to the conditions and limitations described in the Agreement, the Company will pay the Dealer Manager in connection with the Offering (1) a Dealer Manager Fee of up to 3.00% of the aggregate selling price of the Series A1 Preferred Stock sold in the Offering and (2) sales commissions up to 7.00% of the aggregate selling price of the Series A1 Preferred Shares sold in the Offering. The Dealer Manager passes on the full Sales Commission and may, at its sole discretion, pass on a portion of the Dealer Manager Fee earned by the Dealer Manager in respect of Shares sold to another broker-dealer authorized by the Dealer Manager to sell Shares within the limit of offering to sell through such broker-dealer.
The Dealer Manager is a registered broker-dealer and an affiliate of the Company under common control CIM Capital, LLCa subsidiary of CIM Group, LP that through its four wholly owned subsidiaries (CIM Capital Securities Management, LLCa securities manager, CIM Capital RE Debt Management, LLCa debt manager CIM Capital Controlled Company Management, LLCa manager of a controlled company, and CIM Capital Real Property Management, LLCa property manager) provides certain services CIM Urban Partners, LPa wholly owned subsidiary of the Company, pursuant to an investment management agreement, and
CIM Service Provider, LLCa subsidiary of CIM Group, LP provides, or arranges for other service providers to provide, management and administrative services to the Company and all of its direct and indirect subsidiaries under a master service agreement.
The Description of the Agreement is a summary only and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached to this Form 8-K as Exhibit 1.1, which is incorporated herein by reference.
Item 8.01 Other Events.
The company handed in at the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated November 23, 2022 (the “Prospectus Supplement”), to the Shelf Registration Statement on Form S-3 (Reg. No. 333-268032), effective dated SEC on November 22, 2022after which the Company will continue to conduct the Offering.
Venable LLPLegal counsel for the Company has prepared a legal opinion as to the validity of the shares being offered in the offering, a copy of which is attached to this Form 8-K as Exhibit 5.1.
Sullivan & Cromwell LLPLegal Counsel to the Company, has provided legal opinion with respect to certain state income tax consequences of the Offering, set forth in the section of the Supplement to the Prospectus entitled “Material US Federal Income Tax Consequences,” a copy of which is attached to this Form 8-K as Exhibit 8.1.
Item 9.01 Financial Statements and Appendices.
Exhibit No. Description
1.1 Fourth Amended and Restated Dealer Manager Agreement, dated as of
November 23, 2022, by and among Creative Media & Community Trust
Corporation, CIM Service Provider, LLC and CCO Capital, LLC.
5.1 Opinion of Venable LLP.
8.1 Opinion of Sullivan & Cromwell LLP.
23.1 Consent of Venable LLP (included in Exhibit 5.1).
23.2 Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1).
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