CINAV August 2020 Prospectus
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Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-236339 PROSPECTUS CIM Income NAV, Inc. Maximum Offering of $4,000,000,000 CIM Income NAV, Inc. is a corporation that primarily acquires single-tenant necessity commercial properties, which are leased to creditworthy tenants under long-term net leases. By utilizing this conservative and disciplined investment approach, we expect to generate a relatively predictable and stable current stream of income for stockholders, along with the potential for long-term capital appreciation in the value of our real estate. We have elected to be taxed, and currently qualify, as a real estate investment trust (“REIT”), for federal income tax purposes commencing with our taxable year ended December 31, 2012. We are externally managed by our advisor, CIM Income NAV Management, LLC (“CIM Income NAV Management”), which is owned by CCO Group, LLC. CCO Group, LLC and its subsidiaries (collectively, “CCO Group”) serve as our sponsor. CCO Group is a group of affiliated entities directly or indirectly owned and controlled by CIM Group, LLC (“CIM”). CIM is a community-focused real estate and infrastructure owner, operator, developer and lender with multi- disciplinary expertise, including acquisitions, management, development, leasing, research and capital markets. CIM is headquartered in Los Angeles, California and has offices in Oakland, California; Bethesda, Maryland; Dallas, Texas; New York, New York; Chicago, Illinois; Phoenix, Arizona; Tokyo, Japan; and Atlanta, Georgia. Our advisor has engaged a sub-advisor to assist in selecting and managing the component of our portfolio consisting of liquid assets. Pursuant to this prospectus, we intend to offer Class D Shares of common stock, Class T Shares of common stock, Class S Shares of common stock, and Class I Shares of common stock, which we refer to herein as “D Shares,” “T Shares,” “S Shares” and “I Shares,” respectively, on a continuous basis and for an indefinite period of time, by filing a new registration statement before the end of each prior offering, subject to regulatory approval. Pursuant to this prospectus, we are offering up to $4.0 billion in shares of common stock of the four classes, consisting of up to $3.5 billion in shares in our primary offering and up to $500.0 million in shares pursuant to our distribution reinvestment plan. We are offering to sell any combination of D Shares, T Shares, S Shares and I Shares with a dollar value up to the maximum offering amount. As of June 30, 2020, we had approximately 15.8 million D Shares outstanding, approximately 14.0 million T Shares outstanding, approximately 7,200 S Shares outstanding and approximately 942,000 I Shares outstanding. The per share purchase price may vary from month-to-month and, for each month, will equal, for each class of common stock, the sum of the net asset value (“NAV”) for such class, divided by the number of shares of that class outstanding as of the end of such month (NAV per share plus, for T Shares and S Shares sold in the primary offering only, applicable upfront selling commissions). On June 30, 2020, our NAV per share was $16.97, $16.56, $16.54 and $17.23, per D Share, per T Share, per S Share and per I Share, respectively. Our independent fund accountant calculates our NAV per share reflecting several components, including (1) the periodic valuations of our real estate assets and related liabilities by our independent valuation expert, (2) ongoing assessment by the valuation expert of the estimated impact of any events that require adjustments to the most recent valuations determined by the valuation expert, (3) updates in the price of liquid assets for which third-party market quotes are available, (4) valuations of any securities or other assets for which market quotes are not available, (5) valuation of our other assets and liabilities, (6) accruals of our distributions for each share class, and (7) estimates by our advisor of monthly accruals, on a net basis, of our operating revenues, expenses, including class-specific expenses, debt service costs and fees, including class-specific fees. Although we do not intend to list our common stock for trading on a stock exchange or other trading market, we have adopted a redemption plan designed to provide our stockholders with limited liquidity on a monthly basis for their investment in our shares. This investment involves a high degree of risk. You should purchase these securities only if you can afford a significant decline in, or a complete loss of, the value of your investment. See “Risk Factors” beginning on page 35 for risks to consider before buying our shares, including: • As of June 30, 2020, we owned 126 real estate properties and we have not identified all of the specific properties that we may purchase with future offering proceeds. Therefore, this is a “blind pool” offering and you will not be able to evaluate our additional acquisitions prior to the time of purchase. • There is no public market for our shares of common stock, and our charter does not require us to effect a liquidity event at any point in time in the future. • Our redemption plan provides stockholders with the opportunity to redeem their shares on a monthly basis, but redemptions will be subject to available liquidity and other potential restrictions. • During certain periods, we have paid, and may in the future pay, distributions and fund redemptions, in whole or in part, from sources other than cash flow from operations, including borrowings and proceeds from the sale of our securities in this offering or asset sales, and we have no limits on the amounts we may pay from such other sources. Table of Contents • The valuation methodologies used by our independent valuation expert in arriving at the estimates of value of each of our commercial real estate assets, related liabilities, and notes receivable secured by real estate (one of the components of our NAV) set forth in individual appraisal reports, each of which are prepared in accordance with valuation policies reviewed by the advisor and approved by our board of directors, involve subjective judgments and estimates. These estimated values are then reflected by our independent fund accountant in the calculation of our NAV. As a result, our NAV may not accurately reflect the actual prices at which our commercial real estate assets, related liabilities and notes receivable secured by real estate could be liquidated on any given day. • There are conflicts of interest between us and our advisor and its affiliates, including our payment of substantial fees to our advisor and its affiliates. • This is a “best efforts” offering. If we are not able to raise a substantial amount of capital in the near term, we may have difficulties acquiring properties and our ability to achieve our investment objectives could be adversely affected. • We may suffer from delays in identifying suitable assets, which may adversely impact our results of operations and the value of your investment. • Our continued compliance with debt covenants depends on many factors and could be impacted by current or future economic conditions associated with the novel strain of coronavirus (“COVID-19”). • If we do not remain qualified as a REIT, our NAV and cash available for distribution to our stockholders could materially decrease. Neither the Securities and Exchange Commission, any state securities commission, nor the Attorney General of the State of New York has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The use of forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence which may flow from an investment in this program is not permitted. Dealer Proceeds to us Price to the Upfront Selling Manager Before Public (1) Commissions (2) Fees (2) Expenses (3) Primary Offering(4) $ 3,500,000,000 $ 56,875,000 $ 4,375,000 $ 3,438,750,000 Class D Shares, per Share $ 16.97 $ — $ — $ 16.97 Class T Shares, per Share $ 17.14 $ 0.50 $ 0.08 $ 16.56 Class S Shares, per Share $ 17.12 $ 0.58 $ — $ 16.54 Class I Shares, per Share $ 17.23 $ — $ — $ 17.23 Distribution Reinvestment Plan(4) $ 500,000,000 $ — $ — $ 500,000,000 ____________________________________ (1) The offering price per share shown is based on our NAV per share for D Shares, T Shares, S Shares and I Shares on June 30, 2020, plus, for T Shares and S Shares sold in the primary offering only, applicable upfront selling commissions and dealer manager fees. The price per share in this offering will equal the monthly NAV per share for each class, plus, for T Shares and S Shares sold in the primary offering only, applicable upfront selling commissions and dealer manager fees. The NAV per share for each class may vary from month- to-month and we are offering volume discounts on certain purchases of $150,000 or more of T Shares or S Shares. (2) Table assumes that 1/4 of the primary offering gross proceeds come from D Shares, 1/4 of primary offering gross proceeds come from T Shares, 1/4 of the primary offering gross proceeds come from S Shares and 1/4 of primary offering gross proceeds come from sales of I Shares. For T Shares sold in the primary offering, we may charge upfront selling commissions of up to 3.00% of the transaction price, which is exclusive of any upfront selling commission and dealer manager fee (the “Offering Price”), and dealer manager fees of 0.50% of the Offering Price.