CIM Opportunity Zone Fund LP
10/01/2025 | Press release | Distributed by Public on 10/01/2025 15:30
Material Agreement, Asset Transaction (Form 8-K)
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 29, 2025, CIM Opportunity Zone Fund, L.P. (the "Fund"), Westlands Electric Power Company, LLC ("WEPCO") and Westlands Electric Power Company Holdings, LLC ("WEPCO Holdings") entered into a Subscription and Contribution agreement (the "OZ Subscription and Contribution Agreement"). Pursuant to the OZ Subscription and Contribution Agreement, the Fund agreed to contribute its interests in solar projects (the "Project Entities") to WEPCO Holdings in exchange for common units in WEPCO (the "Phase 1 Contribution Transactions"). WEPCO is a newly-formed investment vehicle formed to hold solar investments previously held by the Fund and other CIM-affiliated entities. WEPCO Holdings is a wholly-owned subsidiary of WEPCO. The interests contributed by the Fund constitute all of the Fund's interests in the Project Entities.
The Phase 1 Contribution Transactions closed on September 29, 2025. The total aggregate value of the equity interests contributed by the Fund is $1.3 billion, based on net asset values as of March 31, 2025. After the Phase 1 Contribution Transactions, the Fund owns 100% of the interests in WEPCO.
Pursuant to a second Subscription and Contribution Agreement entered into on September 30, 2025, other CIM-affiliated entities contributed all of their interests in the Project Entities (and certain additional solar projects) to WEPCO Holdings in exchange for common units in WEPCO (the "Phase 2 Contribution Transactions"). Following the Phase 2 Contribution Transactions, the Fund owns approximately 75.1% of the interests in WEPCO and will be the managing member of WEPCO. WEPCO will own all of the interests previously owned by the Fund and the other CIM-affiliated entities in the relevant projects.
The Fund and another CIM-managed fund will enter into a third Subscription and Contribution Agreement, pursuant to which the Fund and such other CIM-managed fund will contribute certain interests relating to an additional solar project in exchange for common units in WEPCO (the "Phase 3 Contribution Transactions"). Following the Phase 3 Contribution Transactions, the Fund is expected to own approximately 66.7% of the interests in WEPCO and will continue to be the managing member of WEPCO.
The OZ Subscription and Contribution Agreement contains customary representations and warranties with respect to the Fund and Project Entities. These representations and warranties (i) may be intended not as statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to be inaccurate, (ii) may apply materiality standards different from what may be viewed as material to investors and (iii) were made only as of the date of the OZ Subscription and Contribution Agreement or as of such other date or dates as may be specified in the OZ Subscription and Contribution Agreement. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the OZ Subscription and Contribution Agreement, which subsequent information may or may not be fully reflected in the Fund's public disclosures. Investors are urged not to rely on such representations and warranties as characterizations of the actual state of facts or circumstances at this time or any other time.
The foregoing summary of the OZ Subscription and Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the OZ Subscription and Contribution Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets | ||||
The information contained in Item 1.01 of this current report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.
CIM Opportunity Zone Fund LP published this content on October 01, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 01, 2025 at 21:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]