Item 1.01 Entry into a Material Definitive Agreement.




On December 29, 2022 (the "Effective Date"), certain subsidiaries (collectively,
the "Seller") of CIM Real Estate Finance Trust, Inc. (the "Company") entered
into an Agreement of Purchase and Sale (the "Purchase and Sale Agreement") with
certain subsidiaries of Realty Income Corporation (NYSE: O) (the "Purchaser"),
to sell to the Purchaser 185 single-tenant net lease properties, for which the
Seller will receive, in the aggregate, approximately $894 million in total
consideration at closing. The consideration will be paid in cash, and the
Company anticipates closing the transaction during the first quarter of 2023.
However, the transaction remains subject to significant conditions to closing,
and the Company can give no assurance that the closing will occur within this
timeframe, or at all.

The material terms of the Purchase and Sale Agreement include: (i) a deposit
from the Purchaser of $20 million due within three business days after the
Effective Date, which shall be non-refundable to the Purchaser (except as
otherwise provided in the Purchase and Sale Agreement) after the expiration of
the due diligence period ending on February 17, 2023 (the "Due Diligence
Period"), which begins on the Effective Date and may be extended for select
circumstances as outlined in the Purchase and Sale Agreement; (ii) the
Purchaser's right to terminate the Purchase and Sale Agreement by delivering
written notice to the Seller for any reason or no reason at any time before the
expiration of the Due Diligence Period, in which event the deposit shall be
returned to the Purchaser; (iii) an initial closing date within 15 days
following the expiration of the Due Diligence Period; (iv) limited rights to
exclude one or more properties from the sale as a result of certain
diligence-related findings or circumstances detailed in the Purchase and Sale
Agreement; and (v) certain rights to delay the closing of one or more properties
if reasonably needed to satisfy other specific requirements that may be
determined to be applicable to such properties. The Company is joining the
Purchase and Sale Agreement for the limited purpose of providing credit support
for certain obligations of the Seller as further detailed in the Purchase and
Sale Agreement. The Purchase and Sale Agreement also contains additional
covenants, representations and warranties, indemnifications, and other
provisions that are customary for real estate purchase and sale agreements.

Following the final closing of the transaction, the Company's remaining net
lease portfolio is expected to consist of 199 properties encompassing
approximately 6.4 million gross rentable square feet of commercial space. Those
assets are 99.7% leased with a weighted average lease term of 11.5 years. The
remaining net lease portfolio is primarily financed with a long-term, fixed rate
asset-backed securitization.

The proceeds from the transaction, net of the repayment of debt and other transaction costs, will be redeployed in accordance with the Company's investment strategy, with an immediate focus on secured loans and other similar credit investments.



The foregoing summary description of the Purchase and Sale Agreement is not
complete and is qualified in its entirety by the actual terms of the Purchase
and Sale Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference herein.


                      Item 7.01   Regulation FD Disclosure.

Attached to this Form 8-K as Exhibit 99.1 is a press release issued on December 30, 2022 related to the Purchase and Sale Agreement.



The information in this Item 7.01, including Exhibit 99.1, is being furnished
pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.


                 Item 9.01   Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.              Description

              10.1         Agreement of Purchase and Sale, dated as of

December 2 9 ,


                         2022    , by and between certain indirect

subsidiaries of CIM Real Estate

Finance Trust, Inc. and     certain subsidiaries

of Realty Income


                         Corporation.
              99.1         Press Release issued December     30    , 2022

related to the Purchase and


                         Sale Agreement.
               104       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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