Item 8.01 Other Events.

Determination of Estimated Per Share NAV

Overview



Based on the recommendation from the audit committee (the "Audit Committee")
comprised solely of independent directors of the Company, the Company's board of
directors (the "Board") unanimously approved and established an estimated per
share net asset value ("NAV") of the Company's common stock of $6.57 based on an
estimated market value of the Company's assets less the estimated market value
of the Company's liabilities, divided by the total number of shares outstanding,
as of September 30, 2022.

The Company is providing this updated estimated 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 ending December 31, 2022. The Board previously determined an estimated
per share NAV of the Company's common stock of $7.20 as of March 31, 2021. As a
result of the updated estimated per share NAV as of September 30, 2022,
commencing on December 21, 2022, shares of common stock will be issued in the
Company's distribution reinvestment plan ("DRIP") for $6.57 per share.
Additionally, commencing on December 21, 2022, the updated estimated per share
NAV of $6.57 shall serve as the most recent estimated per share NAV for purposes
of the Company's share redemption program.

Process



In determining the estimated per share NAV, the Board considered information and
analysis including valuation materials that were provided by Kroll, LLC
("Kroll"), information provided by the Company's manager, CIM Real Estate
Finance Management, LLC ("CMFT Management"), and the estimated per share NAV
recommendation made by the Audit Committee. Kroll is an independent global
valuation advisory and corporate finance consulting firm that specializes in
providing real estate valuation services. Kroll was engaged by the Company to
provide valuation services, as further described below, to assist the Board in
determining the updated per share NAV as of September 30, 2022.

The engagement of Kroll was unanimously approved by the Audit Committee,
consisting entirely of independent directors, in accordance with its charter.
Kroll's scope of work was conducted in conformity with the requirements of the
Code of Professional Ethics and Standards of Professional Practice of the
Appraisal Institute. Several members of the Kroll engagement team who certified
the methodologies and assumptions applied by the Company hold a Member of
Appraisal Institute ("MAI") designation. In September 2022, Kroll was engaged by
the Company to provide assistance to the Board with establishing the updated
estimated per share NAV of the Company as of September 30, 2022. Kroll (which
was formerly known as Duff & Phelps, LLC) was previously engaged by the Company
in July 2015, July 2016, December 2016, December 2017, December 2018, December
2019, April 2020, and January 2021 to assist the Board in determining the
estimated per share NAV of the Company. Kroll had also been engaged by each of
Cole Credit Property Trust V, Inc. ("CCPT V") and Cole Office & Industrial REIT
(CCIT III), Inc. ("CCIT III"), which were acquired by the Company in December
2020, to assist their respective board of directors in determining their
estimated per share NAV, including by CCPT V in January 2016, December of 2016,
2017, 2018 and 2019 and in April 2020, and by CCIT III in April 2020. In
September 2020, Kroll was engaged by the Company to provide assistance with (1)
the purchase price allocation related to the mergers of CCIT III and CCPT V into
the Company, (2) the valuation of the Company's condominium units acquired via
foreclosure, and (3) the valuation of the Company's commercial mortgage-backed
securities. Other than the engagements with CCPT V and CCIT III and the prior
engagements with the Company as described herein, Kroll does not have any direct
interests in any transaction with the Company or the Company's manager or its
affiliates, and has not performed any other services for the Company or the
Company's manager or its affiliates during the past two years.

The analysis provided by Kroll 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 Audit Committee recommended and
the Board established an estimated per share NAV of the Company's common stock,
as of September 30, 2022, of $6.57 per share, which was the approximate
mid-point of the $6.47 to $6.68 per share valuation range calculated by Kroll
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.

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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, Kroll, among other things:

•reviewed financial and operating information requested from, or provided by, the Company, including property level cash flow projections for each of the properties;



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

•reviewed all other assets and liabilities of the Company, including loans-held-for-investment and mortgage debt, to determine the reasonableness of fair value of such items as of the valuation date;



•discussed the valuations and related adjustments with the relevant members of
the Company's real estate management and transaction teams to understand the
Company's expectations and intent with respect to each of the properties; and

•performed such other analyses and studies, and considered such other factors, as Kroll considered appropriate.

Kroll 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 Kroll.



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 loan investments, and subtracting the market
value of its entity level liabilities, including its debt. The materials
provided by Kroll 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, Kroll made adjustments to reflect
balance sheet assets and liabilities. Kroll also reviewed the Company's
methodology for estimating fair market value of the loan investments and debt
and determined that such methodology was reasonable. The resulting amount, which
is the estimated NAV of the Company, is divided by the number of shares of
common stock outstanding to determine the estimated per share NAV.

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



Income Capitalization Approach - The income capitalization approach simulates
the reasoning of an investor who views the cash flows that would result from the
anticipated revenue and expense on a property throughout its lifetime. The net
operating income ("NOI") developed in Kroll's 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.

Kroll utilized the Direct Capitalization Method for all of the single-tenant
properties in the Company's portfolio with greater than eight years of remaining
lease term, or with fewer than eight years of remaining lease term but
significantly below market fixed rate options that would extend the lease term,
and the DCF Method for the properties that are either vacant or with fewer than
eight years of remaining lease term that are not expected to exercise a renewal
option. Properties that were subject to a sale are held at the disposition sale
price.

The following summarizes the range of capitalization rates Kroll used to arrive at the estimated market values of the Company's properties that were valued using the Direct Capitalization Method:



                                                 Range

Weighted-Average


          Overall Capitalization Rate        4.50% - 9.00%

6.50%




The following summarizes the range of terminal capitalization rates, discount
rates and implied overall capitalization rates Kroll used to arrive at the
estimated market values of the Company's properties that were valued using the
DCF Method:

                                                Range            Weighted-Average
Terminal Capitalization Rate                6.00% - 9.75%             7.87%
Discount Rate                              6.50% - 10.50%             8.68%
Implied Overall Capitalization Rate        0.15% - 13.58%             9.18%



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The Board believes that the assumptions employed by Kroll 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 properties valued
using the Direct Capitalization Method, together with an increase of 25 basis
points in the discount rates used for the properties valued using the DCF
Method, would result in a decrease of $0.10 per share from the approximate
mid-point of Kroll's valuation range, while a 25 basis point decrease in these
rates would result in an increase of $0.11 per share from the approximate
mid-point of the valuation range. Further, each of these assumptions could
change by more than 25 basis points 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
437.3 million shares of the Company's common stock outstanding on September 30,
2022, the estimated valuation range of real estate assets was $4.98 to $5.19 per
share, which resulted in an overall estimated valuation range of $6.47 to $6.68
per share, with a base value or approximate mid-point of $6.57.

Kroll 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
September 30, 2022 (the "Valuation Report"). On December 19, 2022, the Audit
Committee conferred with Kroll regarding the methodologies and assumptions used
in the Valuation Report, and discussed the Valuation Report and related issues
with the Company's manager. In determining a recommended per share NAV, the
Audit Committee considered the analysis provided by Kroll and the range of
values Kroll determined, input from the Company's manager regarding the nature
and characteristics of the real estate assets in the portfolio, the nature,
characteristics and method of establishing the fair value of the Company's
senior loan investments and other assets and general real estate market
conditions. Based upon this information, the Audit Committee determined to
recommend to the Board an estimated per share NAV of $6.57 for its common stock,
which was the approximate mid-point of the range of values determined by Kroll.
On December 19, 2022, the Board unanimously approved the Audit Committee's
recommendation.

The table below sets forth the calculation of the Company's estimated per share NAV as of September 30, 2022 (dollars in thousands, except per share values):



                                                                Estimated NAV              Estimated Per Share NAV
Investment in Real Estate Assets                             $       2,221,301           $                   5.08
Loans held-for-investment, net (1)                                      4,001,767                               9.15
Investment in unconsolidated entities                                     132,375                               0.30
Commercial mortgage-backed securities                                     432,195                               0.99
Other Assets                                                              419,606                               0.97
Total Assets                                                         7,207,244                              16.49

Repurchase Facilities, Notes Payable and Credit                         4,269,981                               9.77
Facilities
Other Liabilities                                                          64,791                               0.15
. . .


                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.              Description

              99.1         Consent of Kroll, LLC
               104       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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