SCHEDULE: CIM Group Holders Report 100% Stake in Special Voting Preferred Stock

CIM Group Holdings, LLC, along with Richard Ressler, Avraham Shemesh, and Shaul Kuba, have reported beneficial ownership of 100% of CIM Group, Inc.'s Special Voting Preferred Stock following a series of transactions.

Summary

• This filing is a Schedule 13D, reporting beneficial ownership of CIM Group, Inc.'s Special Voting Preferred Stock.
• CIM Group Holdings, LLC directly owns 907,376,073.663 Special Voting Preferred Shares, representing 100% of the outstanding shares.
• Richard Ressler, Avraham Shemesh, and Shaul Kuba may be deemed to beneficially own these shares due to their control over CIM Holdings, which influences the management of CIM Group Holdings.
• These shares were acquired as part of a series of transactions on June 24, 2026, where CIM Group Holdings contributed its real assets management business and investment portfolio to a new operating partnership (New OP) in exchange for New OP Class A LP Units and the Special Voting Preferred Shares.
• The transactions aim to establish CIM Group, Inc. as a diversified owner, operator, lender, developer, and real assets management platform.
• The reporting persons, including Richard Ressler (Co-Founder and Principal of CIM LP, and Chairman, CEO, and President of the Issuer), Avraham Shemesh (Co-Founder and Principal of CIM LP), and Shaul Kuba (Co-Founder and Principal of CIM LP), are key figures in the company's management and operations.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, indicating a significant corporate restructuring and consolidation of assets, with clear plans for future liquidity and governance, but also highlighting potential future obligations and control dynamics.

Positives

• The transactions consolidate CIM Group's real assets management business and investment portfolio under a unified platform.
• The reporting persons, through their control of CIM Group Holdings, hold significant economic and voting power (approximately 67.5%) in the combined company.
• The structure allows for potential future earnouts, increasing CIM Group Holdings' ownership by up to 3.75% based on financial performance.
• The company is committed to pursuing a stock exchange listing within five years and exploring recapitalization or strategic transactions to provide liquidity to stockholders if a listing is not achieved.
• The company plans to pay quarterly dividends, with a progressive increase over the first three years post-closing, subject to legal and board approvals.

Negatives

• The reporting persons disclaim beneficial ownership of the shares except to the extent of their pecuniary interest, which could imply a nuanced control structure.
• The company's ability to take certain actions is subject to the consent of holders of more than 50% of the New OP Class A LP Units or Special Voting Preferred Shares until specific conditions are met (e.g., reduced ownership by CIM Group Holdings and completion of a listing).
• There is a potential for significant future payments under the Tax Receivable Agreement, which could impact the company's cash flow.

Risks

• The company's ability to achieve a stock exchange listing within five years is a key milestone for providing liquidity to stockholders.
• Failure to achieve a listing may necessitate a recapitalization or sale of the company.
• The earnout provisions introduce performance-based risks tied to financial metrics between January 1, 2026, and December 31, 2028.
• The Tax Receivable Agreement creates an obligation to pay 85% of certain realized tax benefits, which could be substantial.
• The governance structure requires consent for certain actions, potentially leading to delays or disagreements if consensus is not reached.

Future Outlook

The company aims to establish itself as a diversified real assets management platform. Key future events include the potential pursuit of a stock exchange listing within five years, with provisions for recapitalization or strategic transactions if a listing is not achieved. The company also plans to issue dividends and has outlined an earnout structure tied to financial performance through December 31, 2028. Equity awards are planned for the 2025 performance year.

Management Comments

• Richard Ressler, Avraham Shemesh, and Shaul Kuba are actively involved in influencing and considering the strategy and operations of the Issuer, including oversight of business, operations, management, ownership, capital structure, dividend policy, corporate governance, Board composition, incentive programs, and shareholder value enhancement strategies.
• The reporting persons may in the future take actions such as acquiring additional units or shares, or disposing of existing holdings, depending on various factors including the Issuer's financial position and market conditions.
• The reporting persons have the ability as shareholders acting collectively to unilaterally approve or reject strategic or other corporate transactions.

Industry Context

StockSavvy.ai notes that this filing details a significant restructuring and consolidation within CIM Group, Inc., aimed at creating a more integrated real assets management platform. The focus on establishing a diversified owner, operator, lender, and developer aligns with broader industry trends of asset managers seeking to broaden their service offerings and control their value chains. The inclusion of specific governance rights tied to partnership units and preferred stock is a common mechanism in complex private equity and real estate investment structures.

Management Changes

Corporate Governance

Related Party Transactions

• CIM Group Holdings contributed its real assets management business and portfolio to New OP in exchange for New OP Class A LP Units and Special Voting Preferred Shares.
• Richard Ressler, Avraham Shemesh, and Shaul Kuba are control persons of CIM Holdings, which influences CIM Group Holdings, and are also members of the Issuer's executive management team and will be Board members.
• The Tax Receivable Agreement provides for payments from the Issuer to CIM Group Holdings and other beneficiaries of 85% of certain realized tax benefits.
• The Contribution Agreement includes provisions for the CIM Principals (Ressler, Shemesh, Kuba) to pursue specified investment opportunities after offering them to the Issuer.

Stakeholder Impact

• Shareholders: Potential for increased ownership through earnouts, future liquidity via listing or recapitalization, and planned dividends. Unaffiliated shareholders may benefit from share repurchases funded by new capital.
• Management/Employees: Equity awards are planned, and key management personnel (Ressler, Shemesh, Kuba) are deeply integrated into the company's structure and governance.
• Creditors/Suppliers: The restructuring and potential future capital raises or strategic transactions could impact the company's financial stability and operational relationships.

Next Steps

• Pursue a listing of the Issuer's common stock on a national securities exchange within five years.
• Evaluate and pursue a recapitalization transaction if a listing is not consummated by the fifth anniversary.
• Consider alternative strategic transactions (e.g., sale, business combination) if recapitalization is not feasible.
• Potentially issue additional New OP Class A LP Units and Special Voting Preferred Shares to CIM Group Holdings based on achievement of financial performance metrics (earnout).
• Issue equity awards under the 2024 Manager Plan for the 2025 performance year.
• Offer to repurchase vested and unrestricted Common Shares from eligible holders.

Key Dates

Recommendation

The filing details a significant corporate restructuring and ownership consolidation, establishing a clear control group and outlining a path towards potential liquidity and ongoing dividend payments. However, the reliance on future events like a stock listing, the potential for significant tax-related payments, and the complex governance structure warrant a 'hold' recommendation pending further clarity on execution and market conditions.

Keywords

CIM Group, Inc., Schedule 13D, Special Voting Preferred Stock, CIM Group Holdings, LLC, Richard Ressler, Avraham Shemesh, Shaul Kuba, Real Assets Management, Corporate Transactions, Beneficial Ownership, Partnership Units, Stock Listing