Lionbridge and Robotti Nominate Slate of Highly Qualified Candidates for Election to CMCT's Board

Rhea-AI Summary

Lionbridge Capital, LP and Robotti & Company Advisors LLC, owning approximately 5.0% of CIM Commercial Trust Corporation (CMCT), announced the nomination of six candidates for the CMCT Board of Directors for the 2021 Annual Meeting. The nominees include Thomas D. Ferguson, Mark C. Gelnaw, and others. The Nominating Stockholders expressed concerns over CMCT's persistent undervaluation, poor corporate governance, and conflicts of interest with its external advisor, CIM Group. They emphasize that board changes are essential to protect shareholder interests and realize CMCT's intrinsic value.

Positive

• Nominating Stockholders are proposing a slate of six qualified candidates for the Board, indicating a move towards better corporate governance.
• The nomination aims to address CMCT's undervaluation and governance issues that have persisted in the company's history.

Negative

• CMCT has consistently traded at a discount to its underlying value, indicating operational challenges.
• There are longstanding conflicts of interest between CMCT and its external advisor, CIM Group, which may hinder strategic decision-making.

NEW YORK, Jan. 13, 2021 /PRNewswire/ -- Lionbridge Capital, LP, and Robotti & Company Advisors LLC (together with its affiliates, the "Nominating Stockholders" or "they") with an ownership interest of approximately 5.0% of CIM Commercial Trust Corporation ("CMCT" or the "Company") (NASDAQ: CMCT) today announced that they have nominated a slate of six highly qualified candidates for election to the CMCT Board of Directors (the "Board") at the Company's 2021 Annual Meeting: Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Gregory M. Morillo, and James O'Leary. 

The Nominating Stockholders also announced today that they have delivered a letter to the Board which includes detailed biographies of each nominee and which expressly outlines that:

• CMCT has persistently traded at a discount to its underlying value throughout its history as a public company due to its lack of scale, excessive cost structure, and unjustified reliance on its external advisor, CIM Group;
• CMCT's structural flaws are compounded by longstanding conflicts of interest between CIM Group and the 79% majority independent shareholders of CMCT;
• The Board's clear lack of independence and poor corporate governance practices have insulated CIM management from accountability and have destroyed shareholder value;
• Board change is necessary to protect the interests of outside shareholders and realize the intrinsic value of CMCT's high-quality assets; and
• It is anticipated that a newly constituted Board will engage in an open and transparent strategic review exploring all options, including but not limited to one or more potential transactions that reflect CMCT's underlying value.

The full text of the letter to the Board can be viewed in its entirety here: Letter to CMCT Board.

About Lionbridge Capital, LP

Lionbridge Capital, LP is a value-oriented investment manager based in New York, with a fundamental approach to investing in publicly traded real estate and real estate-related companies.

www.lionbridgecap.com

About Robotti & Company Advisors LLC

Robotti & Company Advisors LLC is a value-focused, SEC-registered investment adviser with more than three decades of experience. As investors, Robotti & Company Advisors LLC frequently is a constructive and actively-engaged owner with many of its portfolio companies.

www.robotti.com

Investor Contacts

Lionbridge Capital, LP
Greg Morillo
(212) 300-8003
greg@lionbridgecap.com

Robotti & Company Advisors LLC
John Moran
(646) 442-6702
moran@robotti.com

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Lionbridge Capital, LP and Robotti & Company Advisors, LLC, together with the other participants named herein (collectively, "Participants"), intend to file a preliminary proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly-qualified director nominees at the 2021 annual meeting of stockholders of CIM Commercial Trust Corporation, a Maryland corporation (the "Company").

PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Lionbridge Capital, LP ("Lionbridge"), Lionbridge Capital I, LP ("Lionbridge I"), Lionbridge GP, LLC ("Lionbridge GP") Lionbridge Capital GP, LLC ("Lionbridge I GP"), Lionbridge Asset Management, LLC ("Lionbridge AM"), The Ravenswood Investment Company, L.P. ("Ravenswood I"), Ravenswood Investments III, L.P. ("Ravenswood III"), Ravenswood Management Company, L.L.C. ("RMC"), Robotti & Company, Incorporated ("RCI"), Robotti & Company Advisors, LLC ("RCA"), Robotti Securities, LLC ("RS"), Robert E. Robotti, Gregory Morillo, Kenneth R. Wasiak Sr., Thomas Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran and James O'Leary.

As of the date hereof, (i) Lionbridge directly owned 60,761 shares of the Company's Common Stock, $0.001 par value per share  (the "Common Stock"), (ii)  Lionbridge I directly owned 183,339 shares of Common Stock; (iii) Ravenswood I directly owned 293,415 shares of Common Stock; (iv) Ravenswood Investments III directly owned 174,135 shares of Common Stock; (v)  Lionbridge GP, as the general partner of Lionbridge, may be deemed the beneficial owner of the 60,761 shares of Common Stock owned directly by Lionbridge; (vi) Lionbridge I GP as the general partner of Lionbridge I, may be deemed the beneficial owner of the 183,339 shares of Common Stock owned directly by Lionbridge I; (vii)  Lionbridge AM, as the asset manager of each of Lionbridge and Lionbridge I, may be deemed the beneficial owner of the 244,100 shares owned directly by Lionbridge and Lionbridge I; (viii) Gregory Morillo, as the managing member of each of Lionbridge GP, Lionbridge I GP, LLC and Lionbridge AM, may be deemed the beneficial owner of the 244,100  shares owned directly by Lionbridge and Lionbridge I; (ix)  RMC, as the general partner of each of Ravenswood I and Ravenswood III,  may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (x) RCA, as the investment advisor of each of Ravenswood I and Ravenswood III  may be deemed the beneficial owner of the 467,550 shares of Common Stock owned directly by Ravenswood I and Ravenswood III; (xi) RS may be deemed to be the beneficial owner of 500 shares of Common Stock owned in a discretionary account managed for a customer by RS; (xii) RCI, (x) as the wholly-owned parent of RCA, may be deemed to be the beneficial owner of the 467,550 shares of Common Stock beneficially owned by RCA, and (y) as the parent of RS, may be deemed the beneficial owner of 500 shares of Common Stock owned in a discretionary accounts managed by RS for a customer; (xiii) Mr. Robotti and Mr. Wasiak Sr., as the managing members of RMC, may be deemed to be the beneficial owners of the 467,550 shares of Common Stock beneficially owned by RMC; (xiv) Mr. Robotti, as the President of RCI and controlling shareholder, may also be deemed to be the beneficial owner of the 500 shares of Common Stock owned in a discretionary account managed by RS for a customer.  As of the date of hereof, Mr. John Moran was the direct beneficial owner of 30,909 shares of Common Stock and none of Messrs. Ferguson, Gelnaw, Marino II or O'Leary beneficially owned any shares of Common Stock.

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SOURCE Lionbridge Capital LP

FAQ

What is the goal of Lionbridge and Robotti regarding CMCT?

They aim to elect a new Board of Directors to improve corporate governance and address undervaluation of CMCT.

Who are the nominated candidates for CMCT's Board?

The nominees include Thomas D. Ferguson, Mark C. Gelnaw, Raymond V. Marino II, John S. Moran, Gregory M. Morillo, and James O'Leary.

What percentage of CMCT do Lionbridge and Robotti own?

Lionbridge and Robotti own approximately 5.0% of CIM Commercial Trust Corporation (CMCT).

Why are board changes being proposed for CMCT?

Board changes are proposed to counteract poor governance, conflicts of interest, and to protect shareholder value.

What concerns were raised about CMCT in the press release?

The press release highlighted CMCT's persistent discount to its value, excessive costs, and lack of board independence.