CIM Group executed a series of agreements to combine its platform with Legacy CIM and realign governance, ownership and liquidity pathways. Under the Contribution and Subscription Agreement, CIM Group Holdings received 907,376,073.663 New OP Class A LP Units and corresponding Special Voting Preferred Shares for approximately 67.5% ownership, with an earnout of up to ~3.75% tied to 2026–2028 performance. A Preliminary Contribution Agreement consolidated existing operating interests into New OP, while a restated New OP partnership agreement sets consent rights, distributions and post-listing exchange mechanics. A Tax Receivable Agreement allocates 85% of certain realized tax benefits to CIM Group Holdings, and a Registration Rights Agreement provides resale rights for Exchanged Common Shares after a future listing.
Agreement 1: CIM Group Contributes Existing Operating Partnership Interests to New OP
- Agreement type: Contribution Agreement
- Counterparty: New OP
- Signed / Effective: Jun 24 2026 / same
- Reason: Streamline structure ahead of combination and listing plans
Agreement 2: CIM Group Combines With Legacy CIM; CIM Group Holdings to Own 67.5% With Earnout
- Agreement type: Contribution and Subscription Agreement
- Counterparty: CIM Group Holdings
- Signed / Effective: Jun 24 2026 / same
- Reason: Combine with Legacy CIM and align ownership and governance
Agreement 3: CIM Group Adopts New OP Partnership Agreement With Post-Listing Exchange Rights
- Agreement type: Second Amended and Restated Limited Partnership Agreement
- Counterparty: New OP General Partner and CIM Group Holdings
- Signed / Effective: Jun 24 2026 / same
- Duration / Termination: At will
- Reason: Define governance, economics and exchange mechanics post-combination
Agreement 4: CIM Group Enters Tax Receivable Agreement Sharing 85% of Realized Tax Benefits
- Agreement type: Tax Receivable Agreement
- Counterparty: CIM Group Holdings
- Signed / Effective: Jun 24 2026 / same
- Duration / Termination: At will
- Reason: Share realized tax benefits from basis step-ups and exchanges
Agreement 5: CIM Group Grants Registration Rights for Exchanged Shares Following Future Listing
- Agreement type: Registration Rights Agreement
- Counterparty: CIM Group Holdings
- Signed / Effective: Jun 24 2026 / same
- Duration / Termination: At will
- Reason: Facilitate resale liquidity after a future listing
Original SEC Filing:
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