UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or ~~of earliest event reported~~15(d): ~~August 12, 2020~~

Cole Office & Industrial REIT (CCIT III), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	333-209128 (1933 Act)	47-0983661
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 30, 2020

Cole Office & Industrial REIT (CCIT III), Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

333-209128

47-0983661

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016

(Address of Principal Executive Offices)

(Zip Code)

(602) 778-8700

(Registrant’s telephone number, including area code)

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Title~~Securities ofregistered ~~Each~~pursuant ~~Class~~to ~~Trading~~Section 12(b) ~~Symbol Name~~ of ~~each~~the ~~exchange~~Act: ~~on which registered None None None~~

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ x

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Indemnification Agreements~~Agreement and Plan of Merger

~~The~~On ~~board~~August 30, 2020, ~~of directors (the “Board”) of~~ Cole Office & Industrial REIT (CCIT III), Inc. (the “Company” or “CCIT III”), ~~authorized~~CIM ~~the~~Real ~~Company~~Estate toFinance ~~enter~~Trust, Inc. (“CMFT”) and Thor III Merger Sub, LLC, a wholly owned subsidiary of CMFT (“Merger Sub”), entered into an ~~indemnification agreement~~ Agreement and Plan of Merger (the “~~Indemnification~~ Merger Agreement”). ~~with~~Subject ~~each~~to the terms and conditions of ~~our~~the ~~executive~~Merger ~~officers~~Agreement, ~~consisting~~the ofCompany ~~our~~will ~~Chief~~merge ~~Executive~~with ~~Officer~~ and ~~President~~into ~~and~~Merger ~~our~~Sub ~~Chief~~(the ~~Financial~~“Merger”), ~~Officer~~with Merger Sub surviving the Merger, ~~and~~such ~~each~~that following the Merger, the surviving entity will continue as a wholly owned subsidiary of CMFT. In accordance with the ~~current~~applicable ~~members~~provisions of the ~~Board~~Maryland General Corporation Law (the “~~Indemnitees~~MGCL”)., ~~Each~~the separate existence of the ~~Indemnitees~~Company ~~entered~~shall ~~into~~cease at the ~~Indemnification~~effective ~~Agreement~~time of the Merger. Substantially concurrently with the ~~Company~~execution onof ~~August~~the ~~12,~~Merger ~~2020~~Agreement, inCMFT ~~substantially~~entered ~~the~~into ~~same~~merger ~~form~~agreements ~~approved~~with byeach ~~the~~of ~~Board.~~Cole ~~The~~Office ~~Indemnification Agreement~~& ~~obligates~~Industrial ~~the~~REIT ~~Company~~(CCIT toII), ~~indemnify~~Inc. (“CCIT II”, and ~~advance~~such ~~expenses~~merger ~~and~~agreement, ~~costs~~the ~~incurred~~“CCIT byII ~~Indemnitee~~Merger inAgreement”) ~~connection~~and ~~with~~Cole ~~any~~Credit ~~claims~~Property Trust V, ~~suits~~Inc. or(“CCPT ~~other~~V”, ~~legal~~and ~~proceedings~~such ~~arising~~merger asagreement atogether ~~result~~with ofthe ~~his~~CCIT orII ~~her~~Merger ~~service~~Agreement, to the ~~extent~~“Other ~~permitted~~Merger Agreements”), bypursuant ~~Maryland~~to ~~law~~which CCIT II and byCCPT V will each be merged into wholly owned subsidiaries of CMFT (the ~~charter~~“Other Mergers”). None of the ~~Company~~Merger or the Other Mergers are contingent upon one another.

InAt ~~addition,~~ the ~~Indemnification Agreement~~ ~~requires~~effective ~~the~~time ~~Company~~of tothe ~~advance~~Merger ~~reasonable~~and ~~expenses~~subject ~~incurred~~to bythe orterms onand ~~behalf~~conditions of the ~~Indemnitees~~Merger ~~within~~Agreement, 10each ~~days~~issued ofand ~~the~~outstanding ~~receipt~~share byof the Company’s Class A ofcommon astock, ~~statement~~$0.01 ~~from~~par ~~the~~value ~~Indemnitees~~per ~~requesting~~share ~~the~~(“Class A ~~advance.~~Common ~~The~~Stock”), and Class ~~Indemnification Agreement~~T ~~provides~~common ~~for~~stock, ~~procedures~~$0.01 ~~for~~par ~~the~~value ~~determination~~per ofshare ~~entitlement~~(together towith the Class ~~indemnification~~A Common Stock, ~~including~~the ~~requiring~~“CCIT ~~such~~III ~~determination~~Common beStock”), ~~made~~will bybe converted ~~independent~~into ~~counsel~~the ~~after~~right ato ~~change~~receive in1.093 ~~control~~shares of ~~the~~CMFT’s ~~Company~~common stock, $0.01 par value per share (asthe ~~defined~~“CMFT Common Stock”), subject to the treatment of fractional shares in accordance with the ~~Indemnification~~ Merger Agreement (the “Merger Consideration”). ~~The Indemnification Agreement~~At ~~also~~the ~~provides~~effective ~~that~~time ifof the ~~Company~~Merger ~~provides~~and ~~indemnification~~ subject to ~~another~~the ~~current~~terms orand ~~former~~conditions ~~director~~ of the ~~Company~~Merger onAgreement, ~~terms~~each ~~that~~issued ~~are~~and ~~more~~outstanding ~~favorable~~share ~~than~~of ~~the~~Class A ~~terms~~Common ofStock granted under the ~~Indemnification Agreement~~Company’s 2018 Equity Incentive Plan, whether ~~the Indemnification Agreement~~vested ~~will~~or ~~automatically~~unvested, will be ~~deemed~~cancelled toin beexchange ~~amended~~for toan ~~include~~amount ~~such~~equal ~~more~~to ~~favorable~~the ~~terms~~Merger Consideration.

The ~~foregoing~~Merger ~~description~~Agreement ofcontains ~~the Indemnification Agreement~~customary representations, ~~does~~warranties ~~not~~and ~~purport~~covenants, toincluding becovenants ~~complete~~relating ~~and~~to isthe ~~qualified~~conduct inof ~~its~~the ~~entirety~~Company byand ~~reference~~CMFT’s torespective ~~the form~~businesses ofduring ~~Indemnification Agreement~~the ~~which~~period isbetween ~~attached~~the ~~hereto~~execution asof ~~Exhibit~~the ~~10.1~~Merger Agreement and isthe ~~incorporated~~completion ~~herein~~of bythe ~~reference~~Merger, subject to certain exceptions.

Pursuant to the terms of the Merger Agreement, during the period beginning on the date of the Merger Agreement and continuing until 11:59 p.m. New York City time on October 7, 2020 (the “Go Shop Period End Time”), the Company and its subsidiaries and representatives may initiate, solicit, provide information and enter into discussions concerning proposals relating to alternative business combination transactions. Following the Go Shop Period End Time, the Company and its subsidiaries and representatives may not solicit, provide information or enter into discussions concerning proposals relating to alternative business combination transactions, subject to certain limited exceptions set forth in the Merger Agreement.

The Merger Agreement also provides that prior to the Stockholder Approval (as defined herein), the Company’s board of directors may, under specified circumstances, make an Adverse Recommendation Change (as defined in the Merger Agreement), including withdrawing its recommendation of the Merger, subject to complying with certain conditions set forth in the Merger Agreement.

The Merger Agreement may be terminated under certain circumstances, including by either the Company or CMFT if the Merger has not been consummated on or before 11:59 p.m. New York time on May 30, 2021 (the “Outside Date”), if a final and non-appealable order is entered permanently restraining or otherwise prohibiting the transactions contemplated by the Merger Agreement, if the Stockholder Approval has not been obtained at the Stockholders Meeting (as defined in the Merger Agreement) or upon a material uncured breach of the respective obligations, covenants or agreements by the other party that would cause the closing conditions in the Merger Agreement not to be satisfied.

In addition, the Company may terminate the Merger Agreement in order to enter into an “Alternative Acquisition Agreement” with respect to a “Superior Proposal” (each as defined in the Merger Agreement) at any time prior to receipt by the Company of the Stockholder Approval pursuant to and subject to the terms and conditions of the

Merger Agreement. The Company may also terminate the Merger Agreement if CMFT amends (i) the CCIT II Merger Agreement to increase the exchange ratio set forth therein to 1.562 shares (or more) of CMFT Common Stock for each share of CCIT II common stock or (ii) the CCPT V Merger Agreement to increase the exchange ratio set forth therein to 2.733 shares (or more) of CMFT Common Stock for each share of CCPT V common stock.

CMFT may terminate the Merger Agreement at any time prior to the receipt of the Stockholder Approval, in certain limited circumstances, including upon (i) an Adverse Recommendation Change, (ii) a tender offer or exchange offer that is commenced which the Company’s board of directors fails to recommend against or (iii) a breach by the Company, in any material respect, of its obligations under the go shop or no solicitation provisions set forth in the Merger Agreement.

If the Merger Agreement is terminated because the Merger was not consummated before the Outside Date or because the Stockholder Approval was not obtained, and (i) an Acquisition Proposal (as defined in the Merger Agreement) has been publicly announced or otherwise communicated to the Company’s stockholders prior to the Stockholders Meeting and (ii) within 12 months after the date of such termination (A) the Company consummates or enters into an agreement (that is thereafter consummated) in respect of an Acquisition Proposal for 50% or more of the Company’s equity or assets or (B) the Company’s board of directors recommends or fails to recommend against an Acquisition Proposal structured as a tender or exchange offer for 50% or more of the Company’s equity and such Acquisition Proposal is actually consummated, then the Company must pay CMFT a termination fee of $710,000 and up to $130,000 as reimbursement for CMFT’s Expenses (as defined in the Merger Agreement).

If the Merger Agreement is terminated in connection with the Company’s acceptance of a Superior Proposal or making an Adverse Recommendation Change, then the Company must pay to CMFT a termination fee of (i) $710,000 and (ii) up to $130,000 as reimbursement for CMFT’s Expenses if such termination occurs more than ten business days after the Go Shop Period End Time (or, in the event of timely delivery to the Company of a CCIT III Change Notice (as defined in the Merger Agreement), the end of the specified period for negotiations with the Company following receipt of such CCIT III Change Notice in accordance with the Merger Agreement). If such termination occurs no later than ten business days after the Go Shop Period End Time (or, in the event of timely delivery to the Company of a CCIT III Change Notice, the end of the specified period for negotiations with the Company following receipt of such CCIT III Change Notice in accordance with the Merger Agreement), then the Company does not have to pay a termination fee of $710,000.

The obligation of each party to consummate the Merger is subject to a number of customary conditions, including receipt of the approval of the Merger (and of an amendment to the Company charter that is required to consummate the Merger) by holders of a majority of the outstanding shares of the CCIT III Common Stock entitled to vote thereon (the “Stockholder Approval”), delivery of certain documents and legal opinions, the truth and correctness of the representations and warranties of the parties (subject to the materiality standards contained in the Merger Agreement), the effectiveness of the registration statement on Form S-4 to be filed by CMFT to register the shares of the CMFT Common Stock to be issued as consideration in the Merger, and the absence of a CCIT III Material Adverse Effect or CMFT Material Adverse Effect (as each term is defined in the Merger Agreement).

The Merger is not subject to a financing condition. Until the effective time of the Merger, each of the Company and CMFT are permitted to declare and pay distributions in an amount less than or equal to an annual rate of five percent of its net asset value as of June 30, 2020, ratably over the calendar year.

The Merger Agreement provides that the CMFT board of directors will take such action as necessary to cause the Independent Directors (as defined in the charter of the Company) serving as members of the Company’s board of directors who do not otherwise serve on the CMFT board of directors to be elected to the CMFT board of directors effective as of the effective time of the Merger.

The foregoing description of the Merger Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Merger Agreement has been included to provide stockholders with information regarding its terms and conditions, and is not intended to provide

any factual information about the Company or CMFT. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties to the Merger Agreement, and are not intended as statements of fact to be relied upon by the Company’s stockholders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate. Statements made in the Merger Agreement have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement attached hereto. Moreover, such statements may no longer be true as of a given date and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders. Accordingly, stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or CMFT. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading.

Termination Agreement

Concurrently with the entry into the Merger Agreement, the Company and Cole Corporate Income Management III, LLC (the “Advisor”) entered into a letter agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Advisory Agreement, dated as of September 22, 2016, by and between the Company and the Advisor (as amended, the “Advisory Agreement”) will be terminated at the effective time of the Merger. The Advisor also waived any “Subordinated Performance Fee” or “Disposition Fee” (each as defined in the Advisory Agreement) it otherwise would be entitled to pursuant to the Advisory Agreement related to the Merger. In the event that the Merger Agreement is terminated in accordance with its terms, the Termination Agreement will be automatically terminated.

The foregoing description of the Termination Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 30, 2020, the Company’s board of directors approved and adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”) to provide that (i) the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of any duty owed by a director or officer or other employee of the Company to the Company or its stockholders or asserting a claim of breach of any standard of conduct set forth in the MGCL, (C) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the MGCL, the charter of the Company or the bylaws of the Company, or (D) any action asserting a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs doctrine and (ii) the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for the resolution of any complaint asserting a cause of acting arising under the Securities Act of 1933.

The foregoing description of the Amended and Restated Bylaws is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On August 31, 2020, the Company, CMFT, CCIT II and CCPT V issued a joint press release announcing the execution of the Merger Agreement and the Other Merger Agreements as described in detail in Item 1.01 above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

On August 31, 2020, a presentation prepared by the Company, CMFT, CCIT II and CCPT V containing certain information related to the proposed Merger and the Other Mergers was posted to CIM’s website: https://www.cimgroup.com/investment-strategies/individual/for-shareholders. A copy of the presentation is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.

Item 8.01

Other Events.

~~Distributions~~Suspension of Distribution Reinvestment Plan

OnIn connection ~~August~~with ~~12, 2020,~~ the ~~board~~transactions ~~authorized~~contemplated aherein, ~~distribution~~on ~~for the month of~~ August 30, 2020, ~~of $0.0322 per share of~~ the Company’s ~~Class~~board Aof ~~and~~directors ~~Class~~approved ~~T common stock, less~~ the ~~per~~suspension ~~share distribution and stockholder servicing fees that are payable with respect to shares~~ of ~~Class T common stock (as such fees are calculated on a daily basis for~~ the ~~period~~Company’s ofsecond ~~August~~amended 1,and ~~2020~~restated ~~to August 31, 2020). The~~ distribution ~~for~~reinvestment ~~each~~plan ~~class of common stock is payable to stockholders of record as of the close of business on August 28~~(“DRIP”), ~~2020~~ and ~~will be paid on September 1~~, therefore, ~~2020.~~further ~~This~~distributions ~~distribution~~ will be paid in cash orto ~~reinvested~~all ~~in shares of the Company’s common stock for~~ stockholders ~~participating~~unless inand until the ~~Company’s~~DRIP ~~distribution~~is ~~reinvestment plan (“DRIP”)~~reinstated.

~~Determination~~Suspension of ~~Estimated Per~~ Share ~~NAV~~Redemption Program

~~Overview~~In connection with the transactions contemplated herein, on August 30, 2020, the Company’s board of directors approved the suspension of the Company’s share redemption program (“SRP”), and, therefore, no further shares will be redeemed from the Company’s stockholders unless and until the SRP is reinstated.

AsADDITIONAL ~~previously~~INFORMATION ~~disclosed,~~ABOUT ~~the~~THE ~~Company~~MERGER is continuing to monitor and assess the impacts that the outbreak of the novel strain of coronavirus (“COVID-19”) may have on the Company’s business, tenants and operating partners, and on the U.S. and global economies. The impact of the COVID-19 outbreak on the value of the Company’s assets may be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted. The Company will not be able to quantify any such impacts and their effect on the net asset value (“NAV”) until the Company has greater visibility into the impact that the COVID-19 outbreak will have on the Company’s tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to the Company’s tenants, the Company’s ability to access the capital markets, and on the United States and worldwide financial markets and economy. Therefore, the Company intends to publish an updated estimated per share NAV on a quarterly, rather than an annual basis going forward, until such time that the Company has greater visibility into the impact of the COVID-19 pandemic on the Company’s property valuations.

~~Accordingly~~In connection with the proposed Merger, ~~based~~CMFT intends to file a registration statement on Form S-4 with the ~~recommendation~~SEC ~~from~~that will include a ~~valuation~~proxy ~~committee~~statement (of the ~~“Valuation~~Company ~~Committee”)~~and ~~comprised~~will also constitute a prospectus of CMFT. This communication is not a substitute for the ~~independent~~registration ~~directors~~statement, the proxy statement/prospectus or any other documents that will be made available to the stockholders of the Company,. onIn ~~August~~connection ~~12,~~with ~~2020~~the proposed Merger, the ~~Board~~Company ~~unanimously~~intends ~~approved~~to ~~and~~file ~~established~~relevant anmaterials ~~updated~~with ~~estimated~~the ~~per~~SEC, ~~share~~including ~~NAV~~a ofproxy ~~the~~statement ~~Company’s~~on ~~Class~~Schedule A14A ~~and~~relating ~~Class~~to Ta ~~common~~special ~~stock~~meeting of $7its stockholders.76 ~~based~~STOCKHOLDERS onOF anTHE COMPANY ~~estimated~~ARE ~~market~~URGED ~~value~~TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE RELEVANT PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Stockholders of the Company’s ~~assets~~will ~~less~~be ~~the~~able ~~estimated~~to ~~market~~obtain ~~value~~such documents free of charge at the ~~Company~~SEC’s ~~liabilities~~website, ~~divided~~www.sec.gov, byor ~~the~~through ~~total~~CIM’s ~~number~~website ofat ~~Class~~https://www.cimgroup.com/investment-strategies/individual/for-shareholders, Aas ~~and~~they ~~Class~~become Tavailable. ~~shares~~Such ~~outstanding,~~documents asare not ofcurrently ~~June 30, 2020~~available.

~~The~~PARTICIPANTS ~~Company~~IN isSOLICITATION ~~providing~~RELATING ~~this~~TO ~~updated~~THE ~~estimated~~MERGER per share NAV to assist broker-dealers in meeting their customer account statement reporting obligations under Financial Industry Regulatory Authority Rule 2231. The updated estimated per share NAV will first appear on stockholder account statements for the quarter ended September 30, 2020. The Board previously determined an estimated per share NAV of the Company’s common stock of $7.63 as of March 31, 2020. As a result of the updated estimated per share NAV as of June 30, 2020, commencing on August 14, 2020, shares of Class A and Class T common stock will be issued in the Company’s DRIP for $7.76 per share. Additionally, commencing on August 14, 2020, the updated estimated per share NAV of $7.76 shall serve as the most recent estimated per share NAV for purposes of the Company’s share redemption program.

~~Process~~The Company and CMFT and their respective directors and executive officers, as well as certain affiliates of CIM Group, LLC serving as their external advisors, may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed Merger between the Company and CMFT. Information regarding the directors, executive officers and external advisors of each of the Company and CMFT is contained in the Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC by each entity on March 30, 2020, as amended on April 27, 2020. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement of the Company regarding its proposed Merger with CMFT when it becomes available.

InNO ~~determining~~OFFER ~~the~~OR ~~estimated~~SOLICITATION per share NAV, the Board considered information and analysis including valuation materials that were provided by Duff & Phelps, LLC (“Duff & Phelps”), information provided by the Company’s advisor, Cole Corporate Income Management III, LLC (“CCI III Management”), and the estimated per share NAV recommendation made by the Valuation Committee. Duff & Phelps is an independent third-party real estate advisory and consulting firm that was engaged by the Company to (1) estimate market values for any property with greater than eight years of remaining lease term using a direct capitalization approach, and (2) perform a discounted cash flow valuation for any of the Company’s properties with fewer than eight years of remaining lease term, as further described below. Duff & Phelps relied upon the Company’s determination of the estimated fair market value of the Company’s debt.

~~The~~This communication ~~engagement~~does ofnot ~~Duff~~constitute &an ~~Phelps~~offer ~~was~~to ~~approved~~sell byor the ~~Board,~~solicitation ~~including all~~ of ~~the~~an ~~independent~~offer ~~directors~~to ~~thereof.~~buy ~~Duff~~or &sell ~~Phelps’~~any ~~scope~~securities ofor ~~work~~a ~~was~~solicitation ~~conducted in conformity with the requirements~~ of ~~the~~a ~~Code~~proxy ofor ~~Professional Ethics and Standards~~ of ~~Professional~~any ~~Practice~~vote ofor ~~the Appraisal Institute~~approval. ~~All~~No ~~members~~offering of ~~the~~securities ~~Duff~~shall &be ~~Phelps~~made ~~engagement~~except ~~team who certified the methodologies and assumptions applied~~ by ~~the~~ ~~Company~~means ~~hold~~of a ~~Member~~prospectus ~~of Appraisal Institute (“MAI”) designation. In April 2020, Duff & Phelps was engaged by~~ meeting the ~~Company~~requirements toof ~~provide~~Section 10 ~~quarterly assistance to the Board with establishing the updated estimated per share NAV~~ of the ~~Company during the period of economic disruption caused by COVID-19, including as of March 31, 2020 and June 30, 2020, as well as by CIM Real Estate Finance Trust, Inc~~U. ~~(formerly known as Cole Credit Property Trust IV, Inc~~S.) ~~(“CMFT”),~~Securities ~~Cole~~Act ~~Credit Property Trust V, Inc. (“CCPT V”) and Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”), each~~ of ~~which are real estate programs sponsored by our sponsor~~1933, toas ~~assist the board of directors of those companies in determining an updated estimated per share NAV for those same periods~~amended. ~~Duff~~This &communication ~~Phelps~~may ~~was~~be ~~previously~~deemed ~~engaged by CMFT in July 2015, July 2016, December 2016, December 2017, December 2018 and December 2019~~ to ~~assist~~be ~~the~~solicitation ~~board~~material ~~of directors~~ in ~~determining~~respect ~~an updated estimated per share NAV~~ of ~~CMFT. Additionally, Duff & Phelps was previously engaged by CCPT V in January 2016, December 2016, December 2017, December 2018 and December 2019 to assist~~ the ~~board~~proposed ~~of directors in determining an updated estimated per share NAV of CCPT V~~Merger. Other than its engagements with the Company, CMFT, CCPT V and CCIT II described herein, Duff & Phelps does not have any direct interests in any transaction with the Company or the Company’s advisor or its affiliates, and has not performed any other services for the Company or the Company’s advisor or its affiliates during the past two years.

The analysis provided by Duff & Phelps included a range of NAVs of the Company’s shares, and the Board believes that the use of the “NAV Methodology,” as discussed below, as the primary or sole indicator of value has become widely accepted as a best practice in the valuation of non-listed REIT shares, and therefore the Board determined to use the NAV Methodology in establishing the estimated per share NAV. Based on these considerations, the Valuation Committee recommended and the Board established an estimated per share NAV of the Company’s Class A and Class T common stock, as of June 30, 2020, of $7.76 per share, which was the mid-point of the $7.39 to $8.16 per share valuation range calculated by Duff & Phelps using the NAV Methodology. The valuation was performed in accordance with the provisions of the Institute for Portfolio Alternatives Guideline 2013-01, Valuations of Publicly Registered Non-Listed REITs. The Board is ultimately and solely responsible for the establishment of the estimated per share NAV.

Valuation Methodology

In preparing its valuation materials and in reaching its conclusions as to the reasonableness of the methodologies and assumptions used by the Company to value its assets, Duff & Phelps, among other things:

• investigated numerous sales in the properties’ relevant markets, analyzed rental data and considered the input of buyers, sellers, brokers, property developers and public officials;

• reviewed and relied upon Company-provided data regarding the size, year built, construction quality and construction type of the properties in order to understand the characteristics of the existing improvements and underlying land;

• reviewed and relied upon Company-provided data regarding lease summaries, real estate taxes and operating expense data for the properties;

• reviewed and relied upon Company-provided balance sheet items such as cash and other assets, as well as debt and other liabilities;

• researched the market by means of publications, public and private databases and other resources to measure current market conditions, supply and demand factors, and growth patterns and their effect on the properties; and

• performed such other analyses and studies, and considered such other factors, as Duff & Phelps considered appropriate.

In addition, to address the current risk to our portfolio due to the COVID-19 pandemic, Duff & Phelps considered the following factors while determining the values of the Company’s real estate assets:

• rent collections and credit downgrades as a result of COVID-19;

• potential impacts in rent growth over the next 12 months; and

• leasing activity for vacancy with respect to downtime and rental rates.

Duff & Phelps utilized two approaches pursuant to the NAV Methodology in valuing the Company’s real estate assets that are commonly used in the commercial real estate industry. The following is a summary of the NAV Methodology and the valuation approaches used by Duff & Phelps:

NAV Methodology – The NAV Methodology determines the value of the Company by determining the estimated market value of the Company’s entity level assets, including real estate assets, and subtracting the market value of its entity level liabilities, including its debt. The materials provided by Duff & Phelps to estimate the value of the real estate assets were prepared using discrete estimations of “as is” market valuations for each of the properties in the Company’s portfolio using the income capitalization approach as the primary indicator of value and the sales comparison approach as a secondary approach to value, as discussed in greater detail below. From the aggregate values of the individual properties, Duff & Phelps made adjustments to reflect balance sheet assets and liabilities. The resulting amount, which is the estimated NAV of the Company, is divided by the total number of shares of Class A and Class T common stock outstanding to determine the estimated per share NAV. Duff & Phelps also reviewed the Company’s methodology for estimating fair market adjustments to the debt and determined that such methodology was reasonable.

Determination of Estimated Market Value of the Company’s Real Estate Assets Under the NAV Methodology

Income Capitalization Approach – The income capitalization approach first determines the income-producing capacity of a property by using contract rents on existing leases and by estimating market rent from rental activity at competing properties. Deductions are then made for vacancy and collection loss and operating expenses. The net operating income (“NOI”) developed in Duff & Phelps’ analysis is the balance of potential income remaining after vacancy, collection loss and operating expenses. This NOI was then capitalized at an appropriate rate to derive an estimate of value (the “Direct Capitalization Method”) or discounted by an appropriate yield rate over a typical projection period in a discounted cash flow analysis (the “DCF Method”). Thus, two key steps were involved: (1) estimating the NOI applicable to the subject property and (2) choosing appropriate capitalization rates and discount rates.

Duff & Phelps utilized the Direct Capitalization Method for the property in the Company’s portfolio with more than eight years remaining on its existing lease, and the DCF Method for the other property.

The following summarizes the capitalization rate Duff & Phelps used to arrive at the estimated market value for the Company’s property that was valued using the Direct Capitalization Method:

Rate Overall Capitalization Rate 6.00%

The following summarizes the terminal capitalization rate, discount rate and implied overall capitalization rate Duff & Phelps used to arrive at the estimated market value for the Company’s property that was valued using the DCF Method:

		Rate
Terminal Capitalization Rate		8.50%
Discount Rate		9.50%
Implied Overall Capitalization Rate		8.78%

The Board believes that the assumptions employed by Duff & Phelps in the income capitalization approach are reasonable and within the ranges used for properties that are similar to the Company’s properties and held by investors with similar expectations to the Company’s investors. However, a change in the assumptions would impact the calculation of the value of

the Company’s investments in real estate. For example, assuming all other factors remain unchanged, an increase of 25 basis points in the capitalization rates determined for the property valued using the Direct Capitalization Method, together with an increase of 50 basis points in the discount rates used for the property valued using the DCF Method, would result in a decrease of $0.37 per share from the mid-point of Duff & Phelps’ valuation range, while a corresponding basis point decrease in these rates would result in an increase of $0.40 per share from the mid-point of the valuation range. Further, each of these assumptions could change by more than 25 or 50 basis points, respectively, or not change at all.

Sales Comparison Approach – The sales comparison approach estimates value based on what other purchasers and sellers in the market have agreed to as the price for comparable improved properties. This approach is based upon the principle of substitution, which states that the limits of prices, rents, and rates tend to be set by the prevailing prices, rents, and rates of equally desirable substitutes.

Utilizing the NAV Methodology, including use of the two approaches to value the Company’s real estate assets noted above, and dividing by the approximately 3.2 million shares of the Company’s Class A and Class T common stock outstanding on June 30, 2020, resulted in an estimated valuation range of $7.39 to $8.16 per share, with a base value or mid-point of $7.76.

Duff & Phelps prepared and provided to the Company a report containing, among other information, a range of net asset values for the Company’s common stock as of June 30, 2020 (the “Valuation Report”). On July 24, 2020, the Valuation Committee conferred with Duff & Phelps regarding the methodologies and assumptions used in the Valuation Report, and discussed the Valuation Report and related issues with the Company’s advisor. The Valuation Committee met again to discuss the valuation on August 12, 2020. In determining a recommended per share NAV, the Valuation Committee considered the analysis provided by Duff & Phelps and the range of values Duff & Phelps determined, input from the Company’s advisor regarding the nature and characteristics of the real estate assets in the portfolio, and general real estate market conditions. Based upon this information, the Valuation Committee determined to recommend to the Board an estimated per share NAV of $7.76 for Class A and Class T shares, which was the mid-point of the range determined by Duff & Phelps. The Board thereafter unanimously approved the Valuation Committee’s recommendation.

The table below sets forth the calculation of the Company’s estimated per share NAV for Class A and Class T shares as of June 30, 2020 (dollars in thousands, except per share values):

	Estimated NAV		Estimated Per Share NAV
Investment in Real Estate Assets	$	48,050	$	14.89
Other Assets	2,187		0.68
Total Assets	50,237		15.57
Credit Facility	24,175		7.49
Other Liabilities	1,027		0.32
Total Liabilities	25,202		7.81
Total Estimated Value as of June 30, 2020	$	25,035	$	7.76
Shares Outstanding (in thousands)	3,226

The table below sets forth the calculation of the Company’s estimated per share NAV for Class A and Class T shares as of March 31, 2020 (dollars in thousands, except per share values):

	Estimated NAV		Estimated Per Share NAV
Investment in Real Estate Assets	$	47,830	$	14.82
Other Assets	1,909		0.59
Total Assets	49,739		15.41
Credit Facility	24,175		7.48
Other Liabilities	954		0.30
Total Liabilities	25,129		7.78
Total Estimated Value as of March 31, 2020	$	24,610	$	7.63
Shares Outstanding (in thousands)	3,227

Exclusions from Estimated Per Share NAV

The estimated per share NAV recommended by the Valuation Committee and approved by the Board does not reflect any “portfolio premium,” nor does it reflect an enterprise value of the Company, which may include a premium or discount to NAV for:

• the size of the Company’s portfolio, as some buyers may pay more for a portfolio compared to prices for individual investments;

• the overall geographic and tenant diversity of the portfolio as a whole;

• the characteristics of the Company’s working capital, leverage, credit facilities and other financial structures where some buyers may ascribe different values based on synergies, cost savings or other attributes;

• certain third-party transaction or other expenses that would be necessary to realize the value;

• services being provided by personnel of CCI III Management under the advisory agreement and the Company’s potential ability to secure the services of a management team on a long-term basis; or

• the potential difference in per share NAV if the Company were to list its shares of common stock on a national securities exchange.

In addition, because the estimated per share NAV is intended to reflect our estimated value on the date that the per share NAV is determined, the estimated per share NAV of $7.76 for Class T shares does not reflect any obligation to pay future distribution and stockholder servicing fees that may potentially become payable after the June 30, 2020 valuation date. As a result, the estimated liability for future distribution and stockholder servicing fees, which is accrued at the time each share is sold, has no effect on the per share NAV for Class T shares.

Limitations of the Estimated Per Share NAV

As with any valuation methodology, the NAV Methodology used by the Board in reaching an estimate of the per share NAV of the Company’s shares is based upon a number of estimates, assumptions, judgments and opinions that may, or may not, prove to be correct. The use of different valuation methods, estimates, assumptions, judgments or opinions may have resulted in significantly different estimates of the per share NAV of the Company’s shares. In addition, the Board’s estimate of the per share NAV is not based on the book values of the Company’s real estate, as determined by generally accepted accounting principles, as the Company’s book value for most real estate is based on the amortized cost of the property, subject to certain adjustments.

Furthermore, in reaching an estimate of the per share NAV of the Company’s shares, the Board did not include a discount for debt that may include a prepayment obligation or a provision precluding assumption of the debt by a third party. In addition, although selling costs were used by Duff & Phelps in the individual valuation of properties using the DCF Method, other costs that are likely to be incurred in connection with an appropriate exit strategy, whether that strategy involves a listing of the Company’s shares of common stock on a national securities exchange, a merger of the Company, or a sale of the Company’s portfolio, were not included in the Board’s estimate of the per share NAV of the Company’s shares.

As a result, there can be no assurance that:

• stockholders will be able to realize the estimated per share NAV upon attempting to sell their shares; or

• the Company will be able to achieve, for its stockholders, the estimated per share NAV upon a listing of the Company’s shares of common stock on a national securities exchange, a merger of the Company, or a sale of the Company’s portfolio.

The estimated value of the Company’s assets and liabilities is as of a specific date and such value is expected to fluctuate over time in response to future events, including but not limited to, changes to commercial real estate values (including, but not limited to, changes to real estate values as a result of the ongoing COVID-19 outbreak), changes in market interest rates for real estate debt, changes in capitalization rates, rental and growth rates, changes in laws or regulations, demographic changes, returns on competing investments, changes in the amount of distributions on the Company’s common stock, repurchases of the Company’s common stock, the proceeds obtained for any common stock or other transactions, local and national economic factors and the factors specified in Part I, Item 1A, Risk Factors of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A, Risk Factors of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Specifically, due to the COVID-19 outbreak, there is risk and uncertainty in commercial real estate values. The impact of the COVID-19 outbreak on commercial real estate values may be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the COVID-19 outbreak, the success of actions taken to contain or treat the outbreak, and reactions by consumers, companies, governmental entities and capital markets.

While the determination of the most recent estimated per share NAV was conducted with the material assistance of a third-party valuation expert, with respect to asset valuations, the Company is not required to obtain asset-by-asset appraisals prepared by certified independent appraisers, nor must any appraisals conform to formats or standards promulgated by any trade organization. The Company does not intend to release individual property value estimates or any of the data supporting the estimated per share NAV.

Additional Information Regarding Engagement of Duff & Phelps

Duff & Phelps’ valuation materials were addressed solely to the Company in connection with the approval by the Board of an estimated per share NAV of the common stock of the Company as of June 30, 2020. Duff & Phelps’ valuation materials provided to the Company do not constitute a recommendation to purchase or sell any shares of the Company’s common stock or other securities. The estimated per share NAV of the Company’s common stock may vary depending on numerous factors that generally impact the price of securities, the financial condition of the Company and the state of the real estate industry more generally (including changes due to the COVID-19 outbreak), such as changes in economic or market conditions, changes in interest rates, changes in the supply of and demand for commercial real estate properties and changes in tenants’ financial condition.

In connection with its review, while Duff & Phelps reviewed the information supplied or otherwise made available to it by the Company for reasonableness, Duff & Phelps assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and did not undertake any duty or responsibility to verify independently any of such information. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Duff & Phelps, Duff & Phelps assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and relied upon the Company to advise Duff & Phelps promptly if any information previously provided became inaccurate or was required to be updated during the period of its review.

In preparing its valuation materials, Duff & Phelps did not, and was not requested to, solicit third party indications of interest for the Company in connection with possible purchases of the Company’s securities or the acquisition of all or any part of the Company.

In performing its analyses, Duff & Phelps made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond Duff & Phelps’ control and the control of the Company. The analyses performed by Duff & Phelps are not necessarily indicative of actual values, trading values or actual future results of the Company’s common stock that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not reflect the prices at which properties may actually be sold, and such estimates are inherently subject to uncertainty. As stated above, the Board considered other factors in establishing the estimated per share NAV of the Company’s common stock in addition to the materials prepared by Duff & Phelps. Consequently, the analyses contained in the Duff & Phelps materials should not be viewed as being determinative of the Board’s estimate of the per share NAV of the Company’s common stock.

Duff & Phelps’ materials were necessarily based upon market, economic, financial and other circumstances and conditions existing at June 30, 2020, and any material change in such circumstances and conditions may have affected Duff & Phelps’ analysis, but Duff & Phelps does not have, and has disclaimed, any obligation to update, revise or reaffirm its materials as of any date subsequent to June 30, 2020.

For services rendered in connection with and upon the delivery of its valuation materials, the Company paid Duff & Phelps a customary fee. The compensation Duff & Phelps received was based on the scope of work and was not contingent on an action or event resulting from analyses, opinions, or conclusions in its valuation materials or from its use. In addition, Duff & Phelps’ compensation for completing the valuation was not contingent upon the development or reporting of a predetermined value or direction in value that favors the Company, the amount of the estimated value, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of the valuation materials. The Company also agreed to reimburse Duff & Phelps for its expenses incurred in connection with its services, and will indemnify Duff & Phelps against certain liabilities arising out of its engagement.

Distribution Reinvestment Plan

Pursuant to the terms of the Company’s DRIP currently in effect, distributions will be reinvested in shares of the Company’s common stock at a price equal to the most recently disclosed estimated per share NAV, as determined by the Board, less the aggregate distributions per share of any net sale proceeds from the sale of one or more of the Company’s assets or other special distributions so designated by the Board. Accordingly, commencing on August 14, 2020, shares of both Class A and Class T common stock issued pursuant to the DRIP will be issued for $7.76 per share, until such time as the Board determines

a new estimated per share NAV. Distributions on Class A shares will be reinvested in Class A shares and distributions on Class T shares will be reinvested in Class T shares.

A participant may terminate participation in the DRIP at any time by delivering a written notice to the administrator. To be effective for any monthly distribution, such termination notice must be received by the administrator at least 10 days prior to the last day of the month to which the distribution relates. Any notice of termination should be sent by mail to Shareholder Relations Department, 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016.

Stockholders who presently participate in the DRIP do not need to take any action to continue their participation in the DRIP.

Share Redemption Program

In accordance with the Company’s share redemption program, the per share redemption price will equal the per share value shown on stockholders’ most recent customer account statements. As a result of the Board’s determination of an estimated per share NAV of the Company’s shares of common stock, commencing on August 14, 2020, the estimated per share NAV for Class A and Class T shares of $7.76 will be the per share value shown on stockholders’ most recent customer account statements and therefore will be the per share redemption price for purposes of the share redemption program, until such time as the Board determines a new estimated per share NAV.

Forward-Looking Statements

~~Certain~~This ~~statements contained in this~~ Current Report on Form 8-K, ~~other~~includes ~~than~~certain ~~historical facts, may be considered~~ forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. ~~These~~ ~~statements~~Statements ~~include,~~can ~~but~~generally ~~are~~be ~~not~~identified ~~limited~~as ~~to,~~forward-looking ~~statements~~because ~~related~~they toinclude ~~the~~words ~~Company’s~~such ~~expectations~~as ~~regarding~~“believes,” “anticipates,” ~~the~~“expects,” ~~performance~~“would,” “could,” or words of ~~its~~similar ~~business~~meaning. ~~and~~Statements ~~the~~that ~~methodology~~describe future plans and ~~assumptions~~objectives ~~used~~are inalso ~~determining~~forward-looking ~~the~~statements. ~~most~~These ~~recent~~statements ~~estimated~~are ~~per~~based ~~share~~on ~~NAV~~the current expectations of management for the Company’s ~~common~~and ~~stock~~CMFT and on currently available industry, financial and economic data. ~~Duff~~ &Actual ~~Phelps~~results ~~relied~~may onvary materially from those expressed or implied by the forward-looking ~~information~~statements, ~~some~~which are subject to a number of ~~which~~risks ~~was~~and ~~provided~~uncertainties, bymany orof onwhich ~~behalf~~are out of the ~~Company,~~control inof ~~preparing~~such ~~its~~companies, ~~valuation~~including, ~~materials.~~but ~~Therefore~~not limited to, ~~neither~~those ~~such~~associated ~~statements~~with ~~nor~~the ~~Duff~~risk &that ~~Phelps’~~the ~~valuation~~Merger ~~materials~~or ~~are~~any ~~intended~~of ~~to,~~the ~~nor~~Other ~~shall~~Mergers ~~they,~~will ~~serve~~not asbe aconsummated ~~guarantee~~within ofthe expected time period or at all; the ~~Company’s~~occurrence ~~performance~~of inany ~~future~~event, ~~periods.~~change ~~You~~or ~~can~~other ~~identify~~circumstance ~~these~~that ~~forward-looking~~could ~~statements~~give byrise to the ~~use~~termination of ~~words~~the ~~such~~Merger asAgreement; ~~“believes,”~~the ~~“potential,”~~failure ~~“may,”~~to ~~“will,”~~satisfy ~~“should,”~~the ~~“intends,”~~conditions ~~“estimates,”~~to ~~“anticipates”~~the orconsummation of the ~~negative~~proposed ~~version~~Merger, ofincluding ~~these~~the ~~words~~approval orof ~~other~~the stockholders ~~comparable~~of ~~words.~~the ~~Such~~Company; ~~forward-looking~~the ~~statements~~ability ~~are~~of ~~subject~~CMFT to ~~various~~achieve ~~risks~~the ~~and~~expected ~~uncertainties,~~cost ~~including~~synergies ~~those~~or ~~described~~to ~~under~~engage ~~the~~in ~~section~~any ~~entitled~~liquidity ~~“Risk~~event ~~Factors”~~or inpublic offering; the ~~Company~~disruption of management’s ~~Annual~~attention ~~Report~~from onongoing ~~Form~~business ~~10-K~~operations ~~for~~due to the ~~year~~proposed Merger; ~~ended~~the ~~December~~availability ~~31,~~of ~~2019~~suitable ~~and~~investment ~~Quarterly~~or ~~Report~~disposition onopportunities; ~~Form~~the ~~10-Q~~impact ~~for~~of the ~~fiscal~~COVID-19 ~~quarter~~pandemic ~~ended~~on ~~June~~the ~~30,~~operations ~~2020,~~and ~~filed~~financial ~~with~~condition of each of the ~~U.S.~~Company ~~Securities~~and CMFT and ~~Exchange~~the ~~Commission~~real ~~(“SEC”).~~estate industries ~~Accordingly~~in which they operate, ~~there~~including ~~are~~with orrespect ~~will~~to beoccupancy ~~important~~rates, ~~factors~~rent ~~that~~deferrals ~~could~~and ~~cause~~the ~~actual~~financial ~~outcomes~~condition orof ~~results~~their torespective ~~differ~~tenants; ~~materially~~general ~~from~~financial ~~those~~and ~~indicated~~economic inconditions, ~~these~~which ~~statements.~~may ~~These~~be ~~factors~~affected ~~should~~by ~~not~~government beresponses ~~construed~~to asthe ~~exhaustive~~COVID-19 pandemic; legislative and ~~should~~regulatory bechanges; ~~read~~and inother ~~conjunction~~factors, ~~with~~including ~~the~~those ~~other~~set ~~cautionary~~forth ~~statements~~in ~~that~~the ~~are~~section ~~included~~entitled “Risk Factors” in ~~this~~the ~~Current~~Company’s ~~Report~~and CMFT’s most recent Annual Reports on Form 810-K, as amended, and inQuarterly ~~the~~Reports ~~Company’s~~on ~~other~~Form ~~filings~~10-Q filed with the SEC., ~~The~~and ~~Company~~other ~~undertakes~~reports nofiled ~~obligation~~by tothe ~~publicly~~Company ~~update~~and orCMFT ~~revise~~with ~~any~~the ~~forward-looking statement~~SEC, ~~whether~~copies asof awhich ~~result~~are available ofon ~~new~~the ~~information~~SEC’s website, ~~future~~www.sec.gov. ~~events,~~Forward-looking orstatements ~~otherwise.~~are ~~Actual~~not ~~events~~guarantees ~~may~~of ~~cause~~performance ~~the~~or ~~value~~results and ~~returns~~speak ononly as of the ~~Company’s~~date ~~investments~~such tostatements beare ~~less~~made. ~~than~~Except ~~that~~as ~~used~~required ~~for~~by ~~purposes~~law, none of the Company’s ~~estimated~~or ~~per~~CMFT ~~share~~undertakes ~~NAV~~any obligation to update or revise any forward-looking statement in this communication, whether to reflect new information, future events, changes in assumptions or circumstances or otherwise.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Indemnification Agreement
2.1		Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor III Merger Sub, LLC and Cole Office & Industrial REIT (CCIT III), Inc.*
99.1		Consent of Duff & Phelps, LLC
3.1		Amended and Restated Bylaws of Cole Office & Industrial REIT (CCIT III), Inc.
10.1		Termination Letter Agreement, dated as of August 30, 2020, by and between Cole Office & Industrial REIT (CCIT III), Inc. and Cole Corporate Income Management III, LLC.
99.1		Joint Press Release, dated August 31, 2020.
99.2		Presentation, dated August 31, 2020.

8* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule to the SEC upon request.

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2020	COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC.
			Cole Office & Industrial REIT (CCIT III), Inc.
	By:	/s/ Nathan D. DeBacker
Date: August 31, 2020			By:	/s/ Nathan D. DeBacker
	~~Name:~~	~~Nathan D. DeBacker~~	Name:	Nathan D. DeBacker
	~~Title:~~	~~Chief Financial Officer and Treasurer~~	Title:	Chief Financial Officer and Treasurer (Principal Financial Officer)
		(Principal Financial Officer)

Filing Compare · Cole Office & Industrial REIT (CCIT III), Inc.