UNITED STATES

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 of report (Date of earliest event reported): October 2229, 2020

Cole Credit Property Trust V, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland

000-55437

46-1958593

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on August 30, 2020, Cole Credit Property Trust V, Inc. (the “Company” or “CCPT V”), CIM Real Estate Finance Trust, Inc. (“CMFT”) and Thor V Merger Sub, LLC, a wholly owned subsidiary of CMFT (“Merger Sub”), entered into an Agreement and Plan of Merger (~~the~~as subsequently amended on October 22, 2020 and October 24, 2020, the “Merger Agreement”) with respect to the proposed merger of Merger Sub (the “Merger”) with and into CCPT V, with Merger Sub surviving the Merger.

On October 2229, 2020, the parties to the Merger Agreement entered into an Amendment No. 3 to Agreement and Plan of Merger (the “~~First~~ Amendment”), pursuant to which the ~~Company~~Merger Agreement was ~~granted~~amended anto ~~extension~~(i) increase ~~under~~the ~~limited~~Exchange ~~circumstances~~Ratio from 2.691 to ~~timely~~2.892 ~~deliver~~shares aof CMFT Common Stock for each share of CCPT V ~~Change~~Common ~~Notice~~Stock (as each term is defined in the Merger Agreement) (with such ratio subject to adjustments in ~~order~~accordance ~~for~~with the Goterms ~~Shop~~ and conditions of the Merger Agreement), (ii) increase the amount of the Full Termination Payment (as defined in the Merger Agreement) from $9,170,000 to be$9,850,000 ~~applicable~~and (iii) increase the maximum amount of Expenses (as defined in ~~those~~the ~~circumstances~~Merger Agreement) payable by either CMFT or CCPT V to the other in connection with certain terminations of the Merger Agreement from $1,670,000 to $1,790,000.

OnThe ~~October 24,~~foregoing ~~2020,~~description ~~the~~does ~~parties~~not ~~entered~~purport ~~into an Amendment~~ to ~~Agreement~~be complete and ~~Plan~~is ofqualified ~~Merger~~in ~~(the~~its ~~“Second~~entirety ~~Amendment”),~~by ~~pursuant~~reference to ~~which~~ the ~~Company~~Third ~~was~~Amendment, ~~granted~~which ~~another~~is ~~extension~~attached ~~under~~hereto ~~limited circumstances to timely deliver a CCPT V Change Notice in order for the Go Shop Termination~~as ~~Payment~~Exhibit to2.1 beand ~~applicable~~is inincorporated ~~those~~herein ~~circumstances~~by reference.

~~The~~Item ~~foregoing description does not purport to be complete and is qualified in its entirety by reference to the First Amendment and Second Amendment, which are attached hereto as Exhibits 2~~8.101 ~~and~~Other 2Events.~~2, respectively, and are incorporated herein by reference.~~

~~ADDITIONAL~~Distributions ~~INFORMATION ABOUT THE MERGER~~

InOn ~~connection~~October 28, ~~with~~2020, the ~~proposed~~Board ~~Merger,~~of Directors ~~CMFT~~(the ~~has~~“Board”) ~~filed~~of ~~a registration statement on Form S-4 with~~ the ~~SEC~~Company ~~that~~authorized ~~includes~~ a ~~proxy~~distribution ~~statement~~for of the ~~Company~~month ~~and~~of ~~constitutes~~October a2020 ~~prospectus~~ of ~~CMFT~~$0.0789 ~~This~~per ~~communication~~share isof ~~not~~the aCompany’s ~~substitute~~Class A ~~for~~and ~~such~~Class T ~~registration~~common ~~statement~~stock, less the ~~proxy~~per ~~statement/prospectus~~share ordistribution ~~any~~and ~~other~~stockholder ~~documents~~servicing fees that ~~will~~are bepayable ~~made~~with ~~available~~respect to ~~the~~shares ~~stockholders~~ of ~~the~~ ~~Company.~~Class T Incommon ~~connection~~stock ~~with~~(as ~~the~~such ~~proposed~~fees ~~Merger,~~are ~~the~~calculated ~~Company~~on ~~intends~~a todaily ~~file~~basis ~~relevant~~for ~~materials~~the ~~with~~period ~~the~~of ~~SEC~~October 1, ~~including~~2020 ato ~~proxy~~October 31, ~~statement~~2020). onOn ~~Schedule~~August 30, ~~14A~~2020, ~~relating~~the toBoard aapproved ~~special~~the ~~meeting~~suspension of the ~~its~~Company’s ~~stockholders.~~second ~~STOCKHOLDERS~~amended OFand ~~THE~~restated ~~COMPANY~~distribution ~~ARE~~reinvestment ~~URGED~~plan, ~~TO READ~~and ~~ALL~~therefore, ~~RELEVANT~~distributions ~~DOCUMENTS~~for ~~FILED~~the ~~WITH~~month ~~THE~~of ~~SEC,~~October ~~INCLUDING~~2020 ~~THE~~will ~~RELEVANT~~be ~~PROXY~~paid ~~STATEMENT,~~in ~~BECAUSE~~cash ~~THEY~~to ~~WILL~~all ~~CONTAIN~~stockholders. ~~IMPORTANT~~The ~~INFORMATION~~distribution ~~ABOUT~~for ~~THE~~each ~~PROPOSED~~class ~~MERGER. Stockholders~~ of ~~the~~common ~~Company~~stock ~~will~~is bepayable ~~able~~ to stockholders ~~obtain~~of ~~such~~record ~~documents~~as ~~free~~ of ~~charge at~~ the ~~SEC’s~~close ~~website,~~of ~~www.sec.gov,~~business oron ~~through CIM’s website at https://www.cimgroup.com/investment-strategies/individual/for-shareholders~~October 29, as2020 ~~they~~and ~~become~~will ~~available.~~be ~~Such~~paid ~~documents~~in ~~are~~cash ~~not~~on ~~currently available~~November 2, 2020.

~~PARTICIPANTS~~ADDITIONAL ININFORMATION ~~SOLICITATION~~ABOUT ~~RELATING TO~~ THE MERGER

~~The~~In ~~Company~~connection ~~and~~with the proposed Merger, CMFT ~~and~~intends ~~their~~to ~~respective~~file ~~directors~~a ~~and~~registration ~~executive~~statement ~~officers,~~on asForm ~~well~~S-4 aswith ~~certain~~the ~~affiliates~~SEC that will include a proxy statement of ~~CIM~~the ~~Group,~~Company ~~LLC~~and ~~serving~~will asalso ~~their~~constitute ~~external advisors~~a prospectus of CMFT. This communication is not a substitute for such registration statement, ~~may~~the beproxy ~~deemed~~statement/prospectus toor any other documents that will be ~~participants~~made inavailable to the ~~solicitation~~stockholders of ~~proxies from~~ the Company’s. ~~stockholders~~In inconnection ~~respect~~with of the proposed Merger, ~~between~~ the Company ~~and~~intends ~~CMFT.~~to ~~Information~~file ~~regarding~~relevant materials with the ~~directors~~SEC, ~~executive~~including ~~officers~~a ~~and~~proxy ~~external advisors~~statement ofon ~~each~~Schedule of14A ~~the~~relating ~~Company~~to ~~and~~a ~~CMFT~~special ismeeting ~~contained~~of inits ~~the~~stockholders. ~~Annual~~STOCKHOLDERS ~~Report~~OF onTHE COMPANY ~~Form~~ARE ~~10-K~~URGED ~~for~~TO ~~the~~READ ~~year~~ALL ~~ended~~RELEVANT ~~December 31,~~DOCUMENTS ~~2019~~FILED ~~filed~~WITH ~~with~~THE ~~the~~ SEC, byINCLUDING ~~each~~THE ~~entity~~RELEVANT onPROXY ~~March 30~~STATEMENT, ~~2020,~~BECAUSE asTHEY ~~amended~~WILL ~~on April 27,~~CONTAIN ~~2020.~~IMPORTANT ~~Investors~~INFORMATION ~~may~~ABOUT ~~obtain~~THE ~~additional~~PROPOSED ~~information~~MERGER. ~~regarding~~Stockholders of the ~~interest~~Company ofwill be able to obtain such ~~participants~~documents free byof ~~reading~~charge at the ~~proxy~~SEC’s ~~statement~~website, ofwww.sec.gov, ~~the~~or ~~Company~~through ~~regarding~~CIM’s ~~its~~website ~~proposed~~at ~~Merger~~https://www.cimgroup.com/investment-strategies/individual/for-shareholders, ~~with~~as ~~CMFT~~they ~~when~~become itavailable. ~~becomes~~Such documents are not currently available.

NOPARTICIPANTS ~~OFFER~~IN OR SOLICITATION RELATING TO THE MERGER

~~This communication~~The ~~does~~Company ~~not~~and ~~constitute~~CMFT anand ~~offer~~their torespective ~~sell~~directors orand ~~the~~executive ~~solicitation~~officers, as well as certain affiliates of anCIM ~~offer~~Group, toLLC ~~buy~~serving oras ~~sell~~their ~~any~~external advisors, ~~securities~~may orbe adeemed to be participants in the solicitation of aproxies ~~proxy~~from orthe Company’s stockholders in respect of ~~any~~the ~~vote~~proposed orMerger ~~approval~~between the Company and CMFT. NoInformation ~~offering~~regarding ofthe ~~securities~~directors, ~~shall~~executive beofficers ~~made~~and ~~except~~external advisors byof ~~means~~each of athe ~~prospectus~~Company ~~meeting~~ and CMFT is contained in the ~~requirements~~Annual ofReport ~~Section~~ on Form 10-K offor the ~~U.S.~~year ~~Securities~~ended ~~Act~~December 31, of2019 ~~1933~~filed with the SEC by each entity on March 30, 2020, as amended. ~~This~~on April 27, ~~communication~~2020. Investors may beobtain ~~deemed~~additional toinformation beregarding ~~solicitation~~the ~~material~~interest inof ~~respect~~such participants by reading the proxy statement of the Company regarding its proposed Merger with CMFT when it becomes available.

~~Forward-Looking~~NO ~~Statements~~OFFER OR SOLICITATION

This ~~Current~~communication ~~Report~~does onnot ~~Form~~constitute ~~8-K~~an ~~includes~~offer ~~certain~~to ~~forward-looking~~sell ~~statements~~or ~~within~~ the ~~meaning~~solicitation of ~~Section 27A~~an ofoffer ~~the~~to ~~Securities~~buy ~~Act~~or ofsell ~~1933,~~any assecurities ~~amended,~~or ~~and~~a ~~Section 21E~~solicitation of ~~the~~a ~~Securities~~proxy ~~Exchange~~or ~~Act~~ of ~~1934,~~any vote asor ~~amended~~approval. ~~Statements can~~No ~~generally~~offering of securities shall be ~~identified~~made asexcept ~~forward-looking~~by ~~because~~means ~~they~~of ~~include~~a ~~words~~prospectus ~~such~~meeting asthe ~~“believes,”~~requirements ~~“anticipates,”~~of ~~“expects,”~~Section 10 ~~“would,”~~of ~~“could,”~~the orU.S. ~~words~~Securities Act of ~~similar~~1933, ~~meaning~~as amended. ~~Statements~~This ~~that~~communication ~~describe~~may ~~future~~be deemed to be solicitation material in ~~plans~~respect ~~and~~of the proposed Merger.

objectives are also forward-looking statements. These statements are based on the current expectations of management for the Company and CMFT and on currently available industry, financial and economic data. Actual results may vary materially from those expressed or implied by the forward-looking statements, which are subject to a number of risks and uncertainties, many of which are out of the control of such companies, including, but not limited to, those associated with the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to satisfy the conditions to the consummation of the Merger, including the approval of the stockholders of the Company; and other factors, including those set forth in the section entitled “Risk Factors” in the Company’s and CMFT’s most recent Annual Reports on Form 10-K, as amended, and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by the Company and CMFT with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Forward-~~looking~~Looking ~~statements~~Statements are not guarantees of performance or results and speak only as of the date such statements are made. Except as required by law, none of the Company or CMFT undertakes 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~~This 9Current Report on Form 8-K includes certain 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.01 ~~Financial~~Statements can generally be identified as forward-looking because they include words such as “believes,” “anticipates,” “expects,” “would,” “could,” or words of similar meaning. Statements that describe future plans and ~~Exhibits~~objectives are also forward-looking statements. These statements are based on the current expectations of management for the Company and CMFT and on currently available industry, financial and economic data. Actual results may vary materially from those expressed or implied by the forward-looking statements, which are subject to a number of risks and uncertainties, many of which are out of the control of such companies, including, but not limited to, those associated with the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to satisfy the conditions to the consummation of the Merger, including the approval of the stockholders of the Company; and other factors, including those set forth in the section entitled “Risk Factors” in the Company’s and CMFT’s most recent Annual Reports on Form 10-K, as amended, and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by the Company and CMFT with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Forward-looking statements are not guarantees of performance or results and speak only as of the date such statements are made. Except as required by law, none of the Company or CMFT undertakes 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.

~~(d)~~Item ~~Exhibits~~9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Amendment to Agreement and Plan of Merger, dated as of October 22, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.
2.2		Amendment to Agreement and Plan of Merger, dated as of October 24, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.

(d) Exhibits

SIGNATURES


Exhibit No.		Description

2.1		Amendment No. 3 to Agreement and Plan of Merger, dated as of October 29, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.

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

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

COLE CREDIT PROPERTY TRUST V, INC.

Date: October 28, 2020

/s/ Nathan D. DeBacker

Nathan D. DeBacker

Chief Financial Officer and Treasurer (Principal Financial Officer)

Filing Compare · Cole Credit Property Trust V, Inc.