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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 6, 2025

 

Commission File Number 1-13610

 

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland   75-6446078
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
5956 Sherry Lane, Suite 700, Dallas, TX 75225   (972) 349-3200
(Address of Principal Executive Offices)   (Registrant’s telephone number)

 

None

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 Par Value   CMCT   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement

 

On November 12, 2025, Creative Media & Community Trust Corporation (the “Company”) announced that the Company and First Western SBLC, Inc., a Florida corporation and an indirect wholly owned subsidiary of the Company (“First Western”), entered into a membership interest purchase agreement, dated as of November 6, 2025 (the “Membership Interest Purchase Agreement”), with PG FR Holding, LLC, a Delaware limited liability company (the “Buyer”). Pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to the conditions therein, Buyer will purchase from the Company all of the issued and outstanding equity interests of First Western (the “Transactions”). The Company estimates that, pursuant to the Membership Interest Purchase Agreement and based on information related to First Western’s assets and other matters as of September 30, 2025, the purchase price will be approximately $44 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment and updated information through the closing (the “Closing”) of the Transactions. Upon the Closing and giving effect to the payment of other debt, transaction expenses and other matters, the Transactions are expected to yield net cash proceeds to the Company of approximately $31 million.

 

The Membership Interest Purchase Agreement contains representations, warranties, covenants and indemnification obligations that are customary for a transaction of this type, including, among others, covenants by First Western to use reasonable best efforts to conduct the business of First Western in the ordinary course between execution of the Membership Interest Purchase Agreement and the Closing.

 

The Closing is subject to the receipt of the U.S. Small Business Administration’s consent to the acquisition by the Buyer of the equity interests in First Western and certain customary closing conditions, including (i) the absence of any law or order that challenges or may prevent the consummation of the Transactions, (ii) the accuracy of the representations and warranties of each party, subject to certain materiality thresholds, (iii) the performance and compliance by each party with the covenants and obligations of such party pursuant to the Membership Interest Purchase Agreement in all material respects and (iv) Barry Berlin not terminating, providing a notice of his intention to terminate, or otherwise rescinding his agreement to work for an affiliate of Buyer following the Closing.

 

The Membership Interest Purchase Agreement contains certain customary termination rights, including the right of either the Company or the Buyer to terminate the Membership Interest Purchase Agreement if the Closing has not occurred on or prior to June 30, 2026.

 

Pursuant to an equity commitment letter (the “Equity Commitment Letter”), dated November 6, 2025, an entity affiliated with Peachtree Group, subject to the terms and conditions thereof, agreed to provide equity financing to the Buyer in the aggregate amount set forth therein to facilitate consummation of the Transactions.

 

The foregoing summary of the Membership Interest Purchase Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Membership Interest Purchase Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the Transactions, at the Closing Mr. Berlin will resign from his roles as an Executive Vice President of the Company, Chief Financial Officer of the Company, Treasurer of the Company and Secretary of the Company. Mr. Berlin will be succeeded by (i) Brandon Hill as Chief Financial Officer of the Company and Treasurer of the Company and (ii) Christopher Filosa as Secretary of the Company, in the case of (i) and (ii) effective immediately after Mr. Berlin’s resignation.

 

Mr. Hill, age 39, has served as 1st Vice President – Fund Accounting & Reporting for CIM Group, L.P. since March 2022. Prior to his role as 1st Vice President – Fund Accounting & Reporting, Mr. Hill served as Vice President – Financial Reporting of CIM Group, L.P. from 2018 until 2022. Affiliates of CIM Group, L.P. act as operator and administrator to the Company and/or certain of its subsidiaries.

 

There are no arrangements or understandings between Mr. Hill and any person pursuant to which Mr. Hill was selected as an officer, and no family relationships exist between Mr. Hill and any director or executive officer of the Company. Mr. Hill is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Mr. Berlin’s resignation, on November 6, 2025, the Company, CIM Group, L.P., CIM SBA Staffing, LLC (“CIM SBA Staffing) and Mr. Berlin entered into a Separation Agreement and General Mutual Release of all Claims (the “Separation Agreement”). Pursuant to the Separation Agreement, Mr. Berlin will receive from the Company (i) a severance payment of $350,000 and (ii) an additional payment of (x) $270,000 if the resignation is effective on or prior to December 14, 2025 or (y) $250,000 if the resignation is effective on or after December 15, 2025, and CIM Group, L.P. will purchase (x) 2,052.545 of Mr. Berlin’s vested shares of CIM Real Estate Finance Trust, Inc. (“CMFT”) if the resignation is effective on or prior to December 14, 2025 or (y) 1,980.983 of Mr. Berlin’s vested shares of CMFT if the resignation is effective on or after December 15, 2025. Additionally, pursuant to the Separation Agreement, Mr. Berlin and CIM SBA Staffing have agreed to a mutual general release of claims.

 

 


 

The summary of the Separation Agreement set forth above is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On November 12, 2025, the Company issued a press release announcing the execution of the Membership Interest Purchase Agreement. A copy of such press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
10.1   Confidential Separation Agreement and General Mutual Release of all Claims, by and between, CIM SBA Staffing, LLC, Creative Media & Community Trust Corporation, CIM Group, L.P. and Barry N. Berlin.
99.1   Press Release, dated November 12, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
Dated:  November 12, 2025 By: /s/ Barry N. Berlin
    Barry N. Berlin
    Chief Financial Officer

 

 

 

 

EX-10.1 2 tm2530969d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

CONFIDENTIAL SEPARATION AGREEMENT

AND GENERAL MUTUAL RELEASE OF ALL CLAIMS

 

This Confidential Separation Agreement and General Mutual Release of All Claims (“Separation Agreement”) is made by and between CIM SBA Staffing, LLC (“Company”), Creative Media & Community Trust Corporation (f/k/a PMC Commercial Trust and CIM Commercial Trust) (“CMCT”), CIM Group, L.P. (“CIM” and, together with Company and CMCT, the “CIM Entities”) and Barry N. Berlin (“Employee”) with respect to the following facts:

 

A.            CMCT, through a wholly-owned subsidiary, has entered into that certain Membership Interest Purchase Agreement, by and among PG FR Holding, LLC (“Buyer”), Company, and First Western SBLC, Inc., an indirect wholly owned subsidiary of Company (“First Western”), dated November 6, 2025 (the “MIPA”), pursuant to which Buyer will purchase from Seller all of the issued and outstanding equity interests of First Western (the “Transaction”).

 

B.            Employee’s employment with Company and role as an officer or director of Company, CMCT (pursuant to an amended and restated employment contract dated as of August 30, 2013 (the “Employment Contract”), CIM and any of their respective affiliates will terminate effective upon the Closing (as defined in the MIPA) or, in the event the MIPA is terminated prior to the consummation of the Transaction, thirty (30) days following such termination, or such earlier date agreed between CMCT and Employee (“Separation Date”). The Company wishes to reach an amicable separation with in exchange for entering into this Separation Agreement.

 

C.            Through the Separation Date, Employee has agreed to continue to perform Employee’s job duties, including any duties necessary or reasonably requested by CIM or Company to transfer Employee’s job-related knowledge and relationships to other CIM or Company personnel.

 

D.            The parties desire to settle all claims and issues that have, or could have been raised in relation to Employee’s employment with Company and arising out of or in any way related to the acts, transactions or occurrences between Employee and Company to date, including, but not limited to, Employee’s employment with Company or the termination of that employment, on the terms set forth below.

 

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:

 

1.             Severance Payment. In exchange for the promises set forth herein, (a) Company agrees to provide Employee with (i) a severance of Three Hundred Fifty Thousand Dollars ($ 350,000), less all appropriate federal and state income and employment taxes (the “Severance Payment”) and (ii) an additional payment of (x) if the Separation Date occurs on or prior to December 14, 2025, Two Hundred Seventy Thousand Dollars ($270,000), or (y) if the Separation Date occurs on or after December 15, 2025, Two Hundred Fifty Thousand Dollars ($250,000), and (b) CIM agrees to purchase, at Employee’s written election to be given before such deadline reasonably provided by CIM, (i) 2,052.545 of Employee’s vested shares of CMFT, and (ii) if (and only if) the Separation Date occurs on or following December 15, 2025, 1,980.983 of Employee’s vested shares of CMFT. The Severance Payment, additional payment, and purchase of vested CMFT shares discussed in (a) and (b) hereunder are collectively referred to as the “Release Payments”. The Severance Payment portion will be paid out within thirty (30) days following the Effective Date of this Separation Agreement described below in paragraph 9.2 and the additional payment will be paid on or before March 15, 2026 (or, if later, within thirty (30) days following the Effective Date of this Separation Agreement). The purchase of vested CMFT shares discussed in (b)(i), if applicable, will be effective in the first quarter of 2026 and the purchase of vested CMFT shares discussed in (b)(ii), if applicable, will be effective in the third quarter of 2026. Employee acknowledges and agrees that Employee is not otherwise entitled to the Release Payments, the Release Payments are in return for and expressly conditioned upon Employee’s agreement to and continued compliance with the terms of this Separation Agreement (including, for the avoidance of doubt, the Reaffirmation), and that the Release Payments constitute adequate legal consideration for the promises and representations made by Employee in this Separation Agreement.

 


 

2.             General Mutual Release.

 

2.1            Employee unconditionally, irrevocably and absolutely releases and discharges the CIM Entities, and any parent or subsidiary corporations, partnerships or entities or affiliated corporations, partnerships or other affiliated entities of the foregoing, past and present, as well as their respective employees, officers, directors, shareholders, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company, and the termination of employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, as applicable, but not limited to alleged violations of the California Labor Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1974, the National Labor Relations Act, the Fair Labor Standards Act, Equal Pay Act, the Employee Retirement Income Security Act of 1974 (“ERISA”), the Family and Medical Leave Act, the California Family Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses.

 

2.2            Company unconditionally, irrevocably and absolutely releases and discharges Employee from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Employee’s employment with Company, the termination of Employee’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with the Company, and the termination of employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, as applicable, all claims for attorneys’ fees, costs and expenses.

 

2.3            Except as set forth in Section 2.4, Employee and Company expressly waives their respective rights to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or Company or on behalf of Employee or Company, related in any way to the matters released herein.

 

2.4            The parties acknowledge that this general release is not intended to bar any claims that, by statute, may not be waived, such as Employee’s right to file a charge with the National Labor Relations Board or Equal Employment Opportunity Commission and other similar government agencies, claims for statutory indemnity, workers’ compensation benefits or unemployment insurance benefits, as applicable, and any challenge to the validity of Employee’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Separation Agreement. In addition, this general release does not waive Employee’s claims for vested benefits under Company’s employee benefit plans, including ERISA claims. Nothing in this Separation Agreement shall (i) prevent Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination, or any other acts that Employee has reason to believe are unlawful or (ii) limit Employee’s rights under applicable law to initiate communications directly with, provide information to, respond to any inquiries from, or report possible violations of law or regulation to any governmental entity or self-regulatory authority, or to file a charge with or participate in an investigation conducted by any governmental entity or self-regulatory authority, and Employee does not need any Released Party’s permission to do so. In addition, it is understood that this Release shall not require Employee to notify any Released Party of a request for information from any governmental entity or self-regulatory authority that is not directed to the Company or of Employee’s decision to file a charge or complaint with or participate in an investigation conducted by any governmental entity or self-regulatory authority. Notwithstanding the foregoing, Employee recognizes that, in connection with the provision of information to any governmental entity or self-regulatory authority, Employee must inform such governmental entity or self-regulatory authority that the information Employee is providing is confidential. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information. In addition, Employee agrees to waive Employee’s right to recover monetary damages in connection with any charge, complaint or lawsuit pertaining to the maters released by this Separation Agreement filed by Employee or anyone else on Employee’s behalf (whether involving a governmental entity or not); provided that Employee is not agreeing to waive, and this Separation Agreement shall not be read as requiring Employee to waive, any right Employee may have to receive any bounty or monetary award from any governmental entity or regulatory or law enforcement authority in connection with information provided to any governmental entity or other protected “whistleblower” activity.

 

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2.5            The parties acknowledge that each may discover facts or law different from, or in addition to, the facts or law that each party knows or believes to be true with respect to the claims released in this Separation Agreement and agree, nonetheless, that this Separation Agreement and the release contained in it shall be and remain effective in all respects notwithstanding such different or additional facts or the discovery of them. Employee expressly waives and relinquishes all rights and benefits afforded by Section 1542 of the Civil Code of the State of California, and in so doing understands and acknowledges the significance of such specific waiver of Section 1542 that reads as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Employee expressly waives, relinquishes and forfeits all rights and benefits accorded by the provisions of California Civil Code Section 1542, and furthermore waives any rights that Employee might have to invoke such provisions now or in the future with respect to the Released Matters. Thus, notwithstanding the provisions of Section 1542, and the purpose of implementing a full and complete release and discharge of the claims released by this Release, Employee expressly acknowledges that this Release is intended to include in its effect, without limitation, all claims which Employee does not know or suspect to exist in Employee’s favor at the time of execution hereof arising out of or relating in any way to the subject matter of the actions referred to herein above and that this Release contemplates the extinguishment of any such claims.

 

2.6            The parties declare and represent that they each intend this Separation Agreement to be complete and not subject to any claim of mistake, and that the release herein expresses a full and complete release and each party intends the release herein to be final and complete. The parties execute this release with the full knowledge that this release covers all possible claims against the Released Parties and Employee, to the fullest extent permitted by law.

 

3.             Representation Concerning Filing of Legal Actions. The parties each represent that, as of the date of this Separation Agreement, neither has filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings pertaining to private claims against the other in any court or with any governmental agency, related to the matters released in this Separation Agreement.

  

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4.             Nondisparagement. Employee agrees that Employee will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputations, practices or conduct of Company or any of the other Released Parties. In exchange for the promises in this paragraph, Company agrees to instruct its officers and directors to not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the personal and/or business reputation, practices or conduct of Employee.

 

5.             Return of Company Property. Employee understands and agrees that as a condition of receiving the Release Payments, all Company property must be returned to Company. By signing this Separation Agreement, Employee represents that Employee has returned all Company property, data and information belonging to Company, including all code and computer programs, and information of whatever nature, as well as any other materials, keys, passcodes, access cards, credit cards, computers, documents or information, including but not limited to confidential information in Employee’s possession or control. Further, Employee represents that Employee has retained no copies thereof, including electronic copies and agrees that Employee will not use or disclose to others any confidential or proprietary information of Company.

 

6.             Continuing Obligations. Employee agrees to comply with the continuing obligations set forth in the surviving provisions of the Amended and Restated Executive Employment Contract by and between CMCT and Employee dated as of December 11, 2012 (the “Employment Contract”).

 

7.             Affirmation of Compensation and Benefits. Employee shall continue to be paid Employee’s base salary and continue to participate in benefits through the Separation Date. Except as set forth in the previous sentence, Employee affirms that Employee has been paid all compensation, wages, bonuses, and commissions due, and has been provided all leaves (paid or unpaid) and benefits to which Employee may be entitled. Employee affirms that the Severance Payment satisfies any rights to severance or other termination payments, including pursuant to the Employment Contract. Except as provided in paragraph 1, any CIM-provided equity or equity-based awards will be treated in accordance with their terms.

 

8.             No Admissions. By entering into this Separation Agreement, Employee, Company and the Released Parties make no admission that they have engaged, or are now engaging, in any unlawful conduct. The parties understand and acknowledge that this Separation Agreement is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding.

 

9.             Effective Date.

 

9.1            Older Workers’ Benefit Protection Act. This Separation Agreement is intended to satisfy the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. sec. 626(f). Employee is advised to consult with an attorney before executing this Separation Agreement.

 

9.2            Acknowledgments/Time to Consider. Employee acknowledges and agrees that (a) Employee has read and understands the terms of this Separation Agreement; (b) Employee has been advised in writing to consult with an attorney before executing this Separation Agreement; (c) Employee has obtained and considered such legal counsel as Employee deems necessary; (d) Employee has been given twenty-one (21) days to consider whether or not to enter into this Separation Agreement (although Employee may elect not to use the full 21-day period at Employee’s option); and (e) by signing this Separation Agreement, Employee acknowledges that Employee does so freely, knowingly, and voluntarily.

  

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9.3            Revocation. This Separation Agreement shall not become enforceable until the eighth day after Employee signs this Separation Agreement. In other words, Employee may revoke Employee’s acceptance of this Separation Agreement within seven (7) days after the date Employee signs it. Employee’s revocation must be received by Jason Mullens, Global Head of HR via email at JMullens@cimgroup.com, on the seventh day in order to be effective. If Employee does not revoke acceptance within the seven (7) day period, Employee’s acceptance of this Separation Agreement shall become binding and enforceable on the eighth day.

 

9.4            Reaffirmation; Effective Date. Employee acknowledges and agrees that in order to become eligible for the Release Payments, Employee shall be required to execute the reaffirmation set forth on Exhibit A (the “Reaffirmation”) within seven (7) days following the Separation Date, and Employee may revoke Employee’s acceptance of the Reaffirmation within seven (7) days after the date Employee signs it. Employee’s revocation must be received by Jason Mullens, Global Head of HR via email at JMullens@cimgroup.com, on the seventh day in order to be effective. If Employee does not revoke acceptance of the Reaffirmation within the seven (7) day period, the Reaffirmation shall become binding and enforceable on the eighth day, and such day shall be the “Effective Date” for purposes of this Separation Agreement. The Release Payments shall become due and payable in accordance with paragraph 1 above, as applicable, after the Effective Date of this Separation Agreement.

 

9.5            Preserved Rights of Employee. This Separation Agreement does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise after the Effective Date. In addition, this Agreement does not prohibit Employee from challenging the validity of this Separation Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.

 

10.           Severability. In the event any provision of this Separation Agreement shall be found unenforceable, the unenforceable provision shall be deemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby.

 

11.           Full Defense. This Separation Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Employee or Company in breach hereof.

 

12.           Applicable Law. The validity, interpretation and performance of this Separation Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Texas.

 

13.           Entire Agreement; Modification. This Separation Agreement, together with the surviving provisions of the Employment Contract, is intended to be the entire agreement between the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Separation Agreement may be amended only by a written instrument executed by all parties hereto.

 

[Signature Page Follows]

 

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THE PARTIES TO THIS SEPARATION AGREEMENT HAVE READ THE FOREGOING SEPARATION AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS SEPARATION AGREEMENT ON THE DATES SHOWN BELOW.

 

Dated: October 28, 2025   /s/ Barry N. Berlin
    Barry N. Berlin
   
   
    CIM SBA Staffing, LLC
   
   
Dated: November 6, 2025 By: /s/ David Thompson
    Name: David Thompson
    Title: Vice President  
   
   
    Creative Media & Community Trust Corporation  
   
   
Dated: November 6, 2025   /s/ David Thompson
    Name: David Thompson
    Title: Chief Executive Officer
   
   
    CIM Group, L.P.
   
    By: CIM Management, Inc., its general partner 
   
   
Dated: November 6, 2025 By: /s/ David Thompson
    Name: David Thompson
    Title: Vice President and Chief Financial Officer

 


 

REAFFIRMATION

 

This Reaffirmation represents the reaffirmation of Barry N. Berlin (“Employee”) of the commitments set forth in the Separation Agreement, dated as of [insert date] by and between Employee, CIM SBA Staffing, LLC, Creative Media & Community Trust Corporation and CIM Group, L.P. (the “Agreement”) from the date Employee signed the Agreement through the date that Employee signs this Reaffirmation, and Employee hereby agrees that the release of claims pursuant to paragraph 2 of the Agreement will be extended to cover any act, omission or occurrence occurring up to and including the date Employee signs this Reaffirmation.

 

This Reaffirmation may not be executed prior to the Separation Date. Employee will have seven (7) days following Employee’s execution of this Reaffirmation to revoke Employee’s signature, as set forth in paragraph 9.4 the Agreement.

 

EMPLOYEE HEREBY RATIFIES AND REAFFIRMS THE COMMITMENTS SET FORTH IN THE AGREEMENT:

 

Dated:      
    Barry N. Berlin  

  

 

EX-99.1 3 tm2530969d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

CMCT Announces Sale of Lending Division

 

LOS ANGELES--(BUSINESS WIRE)—November 12, 2025-- Creative Media & Community Trust (NASDAQ: CMCT) (“CMCT or the “Company”) announced today it has entered into a definitive agreement to sell its lending division to PG FR Holding, LLC, an affiliate of Atlanta-based Peachtree Group (“Buyer”). The Company estimates that, pursuant to the definitive agreement and based on information related to its lending division’s assets and other matters as of September 30, 2025, the purchase price will be approximately $44 million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment and updated information through the closing of the transactions. Upon the closing and giving effect to the payment of other debt, transaction expenses and other matters, the transactions are expected to yield net cash proceeds to the Company of approximately $31 million. The closing is subject to the receipt of the U.S. Small Business Administration’s consent to the acquisition by the Buyer as well as certain other closing conditions.

 

The sale is in furtherance of CMCT’s main priorities for growing its premier multifamily portfolio, strengthening its balance sheet and improving its liquidity. Since announcing these key priorities in the third quarter of 2024, CMCT has completed four refinancings across seven assets, extended the debt maturities on two multifamily assets and fully repaid its recourse credit facility.

 

Management Updates

 

At the closing of the transaction, Barry Berlin will resign from his roles as an Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Company and enter into an employment relationship with the Buyer or an affiliate of the Buyer. Mr. Berlin will be succeeded by Brandon Hill as Chief Financial Officer and Treasurer of the Company, effective after Mr. Berlin’s resignation.

 

ABOUT CMCT

 

Creative Media & Community Trust Corporation (“CMCT”) is a real estate investment trust that owns, operates and develops premier multifamily and creative office assets in vibrant communities throughout the United States. CMCT is a leader in creative office, acquiring and developing properties catering to rapidly growing industries such as technology, media and entertainment. CMCT applies the expertise of CIM Group, L.P. to the acquisition, development, and operation of top-tier multifamily properties situated in dynamic markets with similar business and employment characteristics to its creative office investments. CMCT is operated by affiliates of CIM Group, L.P., a vertically integrated owner and operator of real assets with multi-disciplinary expertise and in-house research, acquisition, credit analysis, development, finance, leasing, and onsite property management capabilities. (www.creativemediacommunity.com)

 

 


 

Forward Looking Statements

 

This press release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to be covered by the safe harbors created thereby. These statements include the plans and objectives of management for future operations, including plans and objectives relating to future growth of CMCT’s business and availability of funds. Such forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “project,” “target,” “expect,” “intend,” “might,” “believe,” “anticipate,” “estimate,” “could,” “would,” “continue,” “pursue,” “potential,” “forecast,” “seek,” “plan,” or “should,” or “goal” or the negative thereof or other variations or similar words or phrases. Such forward-looking statements also include, among others, statements about CMCT’s plans and objectives relating to future growth and outlook. Such forward-looking statements are based on particular assumptions that management of CMCT has made in light of its experience, as well as its perception of expected future developments and other factors that it believes are appropriate under the circumstances. Forward-looking statements are necessarily estimates reflecting the judgment of CMCT’s management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include those associated with (i) the timing, form, and operational effects of CMCT’s development activities, (ii) the ability of CMCT to raise in place rents to existing market rents and to maintain or increase occupancy levels, (iii) fluctuations in market rents, (iv) the effects of inflation and continuing higher interest rates on the operations and profitability of CMCT and (v) general economic, market and other conditions. Additional important factors that could cause CMCT’s actual results to differ materially from CMCT’s expectations are discussed in “Item 1A—Risk Factors” in CMCT’s Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of CMCT’s Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission from time to time. The forward-looking statements included herein are based on current expectations and there can be no assurance that these expectations will be attained. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond CMCT’s control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements expressed or implied will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements expressed or implied herein, the inclusion of such information should not be regarded as a representation by CMCT or any other person that CMCT’s objectives and plans will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made. CMCT does not undertake to update them to reflect changes that occur after the date they are made, except as may be required by applicable laws.

 

 


 

View source version on businesswire.com: https://www.businesswire.com/news/home/20250813460812/en/

 

For Creative Media & Community Trust Corporation

 

Media Relations:
Karen Diehl, Diehl Communications, 310-741-9097
karen@diehlcommunications.com

 

or

 

Shareholder Relations:
Steve Altebrando, 646-652-8473
shareholders@cimcommercial.com

 

Source: Creative Media & Community Trust Corporation