Overview
- IndustryInvestors, NEC1
- HeadquartersLos Angeles, California1
- Incorporated inDE2
- Business address4700 Wilshire Blvd, Los Angeles, Ca 900102
- Filer category, Emerging growth company2
- Legal formLimited Partnership
- Kind of organizationPrivate equity fund1
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CIM Opportunity Zone Fund, L.P. (the “Fund”) was established in 2019 and is organized as a perpetual life, open-ended vehicle formed for the purpose of investing in infrastructure and real estate, through entities that acquire, own, develop or re-develop and operate infrastructure and real estate assets, including assets in low-income communities, in the United States and its possessions that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”), with the objective of generating returns from the capital appreciation and operating income once development of these assets is complete. The Fund intends to qualify as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code. The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (“the General Partner”)…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of operating cash went, fiscal 2025
- Dividends paid68¢$13.2M
- Kept or used elsewhere32¢$6.2M
Out of $19.4M of cash from operations.5
Financial statements
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Cash | $753.8M6 | $685.2M6 | $401.5M7 | $336.2M5 | $245.9M5 |
| Intangible assets | $11.3M5 | $12.0M5 | |||
| Total assets | $2.2B6 | $2.3B7 | $2.3B5 | $3.5B5 | |
| Long-term debt | $279.7M6 | $286.9M7 | $530.2M5 | ||
| Total liabilities | $493.3M6 | $447.3M7 | $421.7M5 | $672.4M5 | |
| Retained earnings | -$45.0M6 | -$316.2M7 | -$447.3M5 | -$657.9M5 | |
| Shares outstanding | 1.8M shares6 | 1.8M shares7 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
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Corporate structure
CIM Opportunity Zone Fund, L.P. sits at the top of its group. 56 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
- CIM Opportunity Zone Fund, L.P. Los Angeles, California
- 145 Glen Cove (OZ) Owner, LLC (indirectly) Subsidiary · Delaware, United States
- 250 MLK Jr (OZ) Owner, LLC Subsidiary · Delaware, United States
- 2533 Mansfield (LA) OZ Owner Holdings, LLC Subsidiary · Delaware, United States
- 2533 Mansfield (LA) OZ Owner, LLC (indirectly) Subsidiary · Delaware, United States
- 2533 Mansfield AGP, LLC (indirectly) Subsidiary · Delaware, United States
- 2533 Mansfield Owner, L.P. (indirectly) Subsidiary · Delaware, United States
- 2535 Alsace Ave (LA) OZ Owner Holdings, LLC Subsidiary · Delaware, United States
- 2535 Alsace Ave (LA) OZ Owner, LLC (indirectly) Subsidiary · Delaware, United States
- 2603 Hauser (OZ) Owner, LLC Subsidiary · Delaware, United States
- 2922 S. Crenshaw Blvd (LA) Owner, LLC Subsidiary · Delaware, United States
- 3000 S. Crenshaw Blvd (LA) OZ Owner, LLC Subsidiary · Delaware, United States
- 3045 Crenshaw Blvd (LA) OZ Owner Holdings, LLC Subsidiary · Delaware, United States
- 3045 Crenshaw Blvd (LA) OZ Owner, LLC (indirectly) Subsidiary · Delaware, United States
- 4501 W. Adams (LA) OZ Owner, LLC Subsidiary · Delaware, United States
- 5075 W. Adams (OZ) Owner, LLC Subsidiary · Delaware, United States
- 5201 W. Adams (LA) OZ, LLC Subsidiary · Delaware, United States
- 5211 W. Adams (LA) OZ Owner, LLC Subsidiary · Delaware, United States
- 5223 W. Adams (LA) OZ Holdings, LLC Subsidiary · Delaware, United States
- 5223 W. Adams (LA) OZ, LLC (indirectly) Subsidiary · Delaware, United States
- 5252 W. Adams (LA) OZ Owner, LLC Subsidiary · Delaware, United States
- 6007 Sunset (LA) OZ, LLC Subsidiary · Delaware, United States
- 6611-6637 Hollywood (LA) OZ Owner Holdings, LLC Subsidiary · Delaware, United States
- 6611-6637 Hollywood (LA) OZ Owner, LLC (indirectly) Subsidiary · Delaware, United States
- 6800 Georgia Ave. NW (DC) Holdings, LLC Subsidiary · Delaware, United States
- 6800 Georgia Ave. NW (DC) Owner, LLC (indirectly) Subsidiary · Delaware, United States
- and 30 more
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What CIM Opportunity Zone Fund, L.P. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Land | $277.3M5 Dec 31, 2025 | $178.6M5 Dec 31, 2024 | +55.3% |
| Buildings and improvements | $925.6M5 Dec 31, 2025 | $547.9M5 Dec 31, 2024 | +68.9% |
| Operating-lease assets (leased space) | $31.6M5 Dec 31, 2025 | $32.5M5 Dec 31, 2024 | −3.0% |
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Real estate investments, net | $2.6B5 Dec 31, 2025 | $1.8B5 Dec 31, 2024 | +46.3% |
| Real estate investments, at cost | $2.8B5 Dec 31, 2025 | $1.9B5 Dec 31, 2024 | +46.4% |
| Real estate accumulated depreciation | $119.6M5 Dec 31, 2025 | $79.9M5 Dec 31, 2024 | +49.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $245.9M5 Dec 31, 2025 | $336.2M5 Dec 31, 2024 | −26.9% |
| Stakes in other companies (equity method) | $05 Dec 31, 2025 | $119.1M5 Dec 31, 2024 | −100.0% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finite-lived intangibles, net | $12.0M5 Dec 31, 2025 | $11.3M5 Dec 31, 2024 | +6.6% |
Properties, in its own words
CIM is headquartered in Los Angeles, California and has offices in Atlanta, Georgia, Chicago, Illinois, Dallas, Texas, New York, New York, Orlando, Florida, Phoenix, Arizona, London, UK and Tokyo, Japan. CIM also maintains additional offices with distribution staff and JV partnerships. CIM believes its office facilities are suitable and adequate for our business as it is contemplated to be conducted.
The following table describes our operational infrastructure and real estate assets as of December 31, 2025 (dollar amounts in thousands):
The rest of Item 2
InvestmentDescription · AcquisitionDate · Cost (1) · Material AssetLevelEncumbrances · Asset Description · Occupancy · Material Leases/Power PurchaseAgreements
Operational Assets
Energy — Lemoore, CA(2)(3) · 12/13/2019 · 1,150,076 · 284,802 · A power company that owns and operates renewable power projects in California. The company’s portfolio comprises seven assets, including five operational assets and two construction readyassets. · N/A · Of the five operational projects, four have contractual revenues and one is selling power on the spot market
Multifamily — Atlanta, GA · 6/30/2022 · 92,500 · 50,000 · 304 residential units and 16,480 SF of retail space · N/A · The Fund has signed a 4,729 SF lease through 9/30/2036 with a restaurant tenant
Hotel — Atlanta, GA · 6/30/2022 · 141,600 · 292 Key Hotel and 5,800 SF of rooftop retail space · 19 · N/A
Multifamily — Los Angeles, CA · 6/1/2022 · 15,998 · 20,271 SF residential (24 units) and 1,111 SF retail space · 100 · Residential units leased for 12-month leases with individual tenants.
Multifamily — Washington D.C. · 7/27/2021 · 58,488 · 71,000 · 301 residential units with 18,269 SF commercial space · 90 · Residential units leased for 12-month leases with individual tenants. Commercial space is fully leased to a pre-school operator until August 31, 2036.
Office — Dallas, TX · 6/4/2021 · 97,604 · 124,369 · 472,495 square feet ("SF") Grade - A office space with 15,707 SF retail space · 92 · 450,000 SF of the office space is leased to a publicly traded technology company until December 31, 2032.
Office — Los Angeles, CA · 5/10/2022 · 12,728 · — · 16,000 SF office with 3,557 SF retail space · 100 · The entire office space is leased to a member-only social club until December 31, 2032.
Office — Los Angeles, CA · 10/1/2019 · 56,108 · — · 90,885 SF office with a 273-space parking structure · 10 · The Fund has signed two leases at the space. One on the ground floor through November 30, 2035 and another on the third floor through August 31, 2031.
Office — Los Angeles, CA · 1/4/2021 · 35,512 · — · 55,693 SF office with 9,000 SF of adaptive use space · 3 · A ground floor space is leased to a bank through September 30, 2032.
Office — Los Angeles, CA · 12/2/2021 · 7,554 · — · 9,074 SF office - 6,859 SF parking · 67 · The Property is currently 67% occupied. The Fund has signed two leases at the space. One for 1,482 SF through 11/30/2027 and another for 4,477 SF through 05/31/2031.
InvestmentDescription · AcquisitionDate · Cost (1) · Material AssetLevelEncumbrances · Asset Description · Occupancy · Material Leases/Power PurchaseAgreements
Office — Los Angeles, CA · 4/20/2023 · 6,120 · — · 6,518 SF creative office · 0 · N/A
Retail — Los Angeles, CA · 5/13/2024 · 2,465 · — · ~6,400 SF retail building · 91 · The Property is currently 91% occupied, with 5,798 SF leased and a weighted average lease term of 2.6 years.
(1)Represents the Fund’s proportionate cost of the investment.
(2)The Fund owns an 66.7% equity interest in the asset.
(3)During the year ended December 31, 2025, the Fund’s non-interest bearing $75.0 million note payable maturing on December 31, 2027 (the “Convertible Note”) with an affiliated vehicle managed by CIM (the “Lender”) was converted by the lender into equity in the investment.Investment had a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million, which was converted by the lender into equity in the investment as of December 31, 2025.
The following table describes our infrastructure and real estate assets under development as of December 31, 2025 (dollar amounts in thousands):
Investment Description · Acquisition Date · Cost (1) · Material Asset Level Encumbrances · Asset Description
Assets Under Development
Multifamily — Los Angeles, CA · 6/1/2022 · 67,062 · — · 90,244 SF residential (109 units) and 14,657 SF retail space
Multifamily — Los Angeles, CA · 6/1/2022 · 35,622 · — · 57,287 SF residential (74 units) and 9,150 SF retail space
Multifamily — Los Angeles, CA · 3/15/2023 · 71,524 · — · 111,000 SF residential (168 units) and 40,000 SF retail space
Multifamily — Los Angeles, CA · 3/30/2023 · 23,005 · — · 79,529 SF residential (146 units) and 8,181 SF of retail space
Retail — Los Angeles, CA · 3/1/2023 · 25,139 · — · 27,000 SF experientialretail building
Multifamily — Los Angeles, CA · 3/26/2024 · 8,688 · — · 32,960 SF affordable residential (116 units) with 1,800 SF of ground-floor retail space and 66 parking stalls
Multifamily — Los Angeles, CA · 3/26/2024 · 16,687 · — · Development of a 40-unit residential building with 995 SF ground-floor retail space and 52 parking stalls
(1)Represents the Fund’s proportionate cost of the investment.
Item 2 of the 10-K filed Mar 26, 2026.4
Leadership
Named in SEC Form D filings
People the company listed in its private-offering notices.
- President and Treasurer of the General Partner of the IssuerAvraham Shemesh named Mar 17, 202611
- Vice President of the General Partner of the IssuerBethany V. Chang named Mar 17, 202611
- Vice President and Chief Financial Officer of the General Partner of the IssuerDavid V. Thompson named Mar 17, 202611
- Vice President and Secretary of the General Partner of the IssuerJordan Dembo named Mar 17, 202611
- Vice President of the General Partner of the IssuerNicholas V. Morosoff named Mar 17, 202611
- Vice President of the General Partner of the IssuerRichard S. Ressler named Mar 17, 202611
- Vice President of the General Partner of the IssuerShaul V. Kuba named Mar 17, 202611
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- 145 Glen Cove (OZ) Owner, LLC (indirectly) Delaware3
- 250 MLK Jr (OZ) Owner, LLC Delaware3
- 2533 Mansfield (LA) OZ Owner Holdings, LLC Delaware3
- 2533 Mansfield (LA) OZ Owner, LLC (indirectly) Delaware3
- 2533 Mansfield AGP, LLC (indirectly) Delaware3
- 2533 Mansfield Owner, L.P. (indirectly) Delaware3
- 2535 Alsace Ave (LA) OZ Owner Holdings, LLC Delaware3
- 2535 Alsace Ave (LA) OZ Owner, LLC (indirectly) Delaware3
- 2603 Hauser (OZ) Owner, LLC Delaware3
- 2922 S. Crenshaw Blvd (LA) Owner, LLC Delaware3
- 3000 S. Crenshaw Blvd (LA) OZ Owner, LLC Delaware3
- 3045 Crenshaw Blvd (LA) OZ Owner Holdings, LLC Delaware3
- 3045 Crenshaw Blvd (LA) OZ Owner, LLC (indirectly) Delaware3
- 4501 W. Adams (LA) OZ Owner, LLC Delaware3
- 5075 W. Adams (OZ) Owner, LLC Delaware3
- 5201 W. Adams (LA) OZ, LLC Delaware3
- 5211 W. Adams (LA) OZ Owner, LLC Delaware3
- 5223 W. Adams (LA) OZ Holdings, LLC Delaware3
- 5223 W. Adams (LA) OZ, LLC (indirectly) Delaware3
- 5252 W. Adams (LA) OZ Owner, LLC Delaware3
- 6007 Sunset (LA) OZ, LLC Delaware3
- 6611-6637 Hollywood (LA) OZ Owner Holdings, LLC Delaware3
- 6611-6637 Hollywood (LA) OZ Owner, LLC (indirectly) Delaware3
- 6800 Georgia Ave. NW (DC) Holdings, LLC Delaware3
All 55 listed subsidiaries
- 6800 Georgia Ave. NW (DC) Owner, LLC (indirectly) Delaware3
- 70 Centennial Olympic Park Dr. NW (OZ) Employer, LLC (fka 95 Centennial (OZ) Employer, LLC) (indirectly) Delaware3
- 70 Centennial Olympic Park Dr. NW (OZ) Management, LLC (fka 95 Centennial (OZ) Management, LLC) (indirectly) Delaware3
- 70 Centennial Olympic Park Dr. NW (OZ) Owner, LLC (fka 95 Centennial (OZ) Owner, LLC) Delaware3
- Aquamarine Lessee, LLC (indirectly) Delaware3
- Aquamarine Lessor Parent, LLC (indirectly) Delaware3
- Aquamarine Managing Member, LLC (indirectly) Delaware3
- Aquamarine OZ SPV, LLC Delaware3
- Aquamarine Westside, LLC (indirectly) Delaware3
- CIM Epic Phase 2 QOZB GP 1, LLC Delaware3
- COZ 1, LLC Delaware3
- Castanea Project, LLC (indirectly) Delaware3
- Chestnut Westside, LLC Delaware3
- Epic Phase 2 QOZB, LP (indirectly) Texas3
- Glen Cove Villas (OZ) Holdings, LLC Delaware3
- Glen Cove Villas (OZ) Venture, LLC (indirectly) Delaware3
- OZ-Aquamarine Westside Investor, LLC (indirectly) Delaware3
- OZ-Aquamarine Westside Pledgor, LLC (indirectly) Delaware3
- Westlands Cluster 8 Holdings, LLC (indirectly) Delaware3
- Westlands Cluster 9 Gen-tie Owner, LLC (indirectly) Delaware3
- Westlands Electric Power Company Holdings, LLC (indirectly) Delaware3
- Westlands Electric Power Company Investor, LLC (indirectly) Delaware3
- Westlands Electric Power Company Procurement, LLC (indirectly) Delaware3
- Westlands Electric Power Company, LLC Delaware3
- Westlands Grape, LLC (indirectly) Delaware3
- Westlands Project Holdings, LLC (indirectly) Delaware3
- Westlands Solar Blue (OZ) Owner, LLC (indirectly) Delaware3
- Westlands Solar Blue (OZ) Parent, LLC (indirectly) Delaware3
- Westlands Transmission Project Owner, LLC (indirectly) Delaware3
- Westlands Transmission, LLC (indirectly) Delaware3
- Westside Assets, LLC (indirectly) California3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Sep 25, 20268-K Change of auditor12
- Sep 18, 20268-K Bylaws or fiscal year changed13
- Jun 23, 20268-K Entered a material agreement; New debt or obligation14
- Jun 18, 20268-K Regulation FD disclosure15
- Nov 13, 20258-K Entered a material agreement; Completed an acquisition or sale16
- Oct 1, 20258-K Entered a material agreement; Completed an acquisition or sale17
- Feb 27, 20248-K Earlier financial statements no longer reliable18
Filings
45 filings to the SEC since October 2021: 3 annual reports, 12 quarterly reports, 7 major events, 5 private raises, 18 other. The latest 20:
- Sep 25, 20268-K EDGAR
- Sep 18, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- Jun 23, 20268-K EDGAR
- Jun 18, 20268-K EDGAR
- May 15, 202610-Q EDGAR
- Mar 26, 202610-K EDGAR
- Mar 17, 2026D/A EDGAR
- Nov 14, 202510-Q EDGAR
- Nov 13, 20258-K/A EDGAR
- Oct 1, 20258-K EDGAR
- Aug 13, 202510-Q EDGAR
- May 15, 202510-Q EDGAR
- Mar 31, 202510-K EDGAR
- Mar 17, 2025D/A EDGAR
- Nov 14, 202410-Q EDGAR
- Aug 13, 202410-Q EDGAR
- May 14, 202410-Q EDGAR
- May 8, 2024UPLOAD EDGAR
- Apr 22, 202410-K EDGAR
The 45 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $2.2B
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2019 | $2.2B | $2.2B |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How CIM Opportunity Zone Fund, L.P. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARCIM Opportunity Zone Fund, L.P.1
- CIK0001765107
- Employer ID (EIN)83-24410374
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)6799 Investors, NEC1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address4700 Wilshire Blvd, Los Angeles, CA 900101
- Phone323-860-49001
- Shares outstanding1,868,562 as of Aug 13, 202610
- Public float$0 as of Jun 30, 20255
- AuditorPricewaterhouseCoopers LLP, Los Angeles, California PCAOB ID 2384
- On EDGAR sinceJan 18, 20191
- Filings50 in all: 10-Q (10), D/A (8), 8-K (6), UPLOAD (6), 10-12G/A (5), CORRESP (5), 10-K (3), 10-Q/A (2)1
All 13 form types
10-12G (1), 40-APP (1), 8-K/A (1), D (1), NT 10-K (1)
- Latest filingsAnnual report (10-K) Mar 26, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) Sep 25, 2026
Risk factors and legal proceedings
The risks CIM Opportunity Zone Fund, L.P. names in Item 1A of its 10-K filed Mar 26, 2026: 78 risks under these headings, as written.4
- Certain General Risks of Participating in the Fund
- No assurance can be given as to the Fund’s ability to choose, make and realize assets or that the Fund will be able to implement its strategy or achieve its objective.
- The Fund may participate in a limited number of assets, and, as a consequence, the aggregate return of the Fund may be substantially and adversely affected by the unfavorable performance of even a single asset.
- The activity of investing in infrastructure and real estate through entities that identify, acquire, own, develop or re-develop, and operating Opportunity Zone investments is generally expected to be highly competitive, and involves a high degree of risk and uncertainty.
- The success of the Fund depends in substantial part upon the skill and expertise of the personnel at CIM.
- Analyses and decisions by the General Partner may frequently be required to be undertaken on an expedited basis to take advantage of opportunities.
- The Units have not been registered under the Securities Act, the securities laws of any U.S. state or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws, or an exemption from such registration thereunder is available. Our Units are not listed, and we do not intend to list our Units, on an exchange, nor are our Units quoted through a quotation system.
- Capital contributions made to the Fund by a Limited Partner in respect of each Capital Commitment will be subject to the Lock-Up Period.
- The General Partner and the Manager may, in their discretion, undertake a liquidity event in connection with the Fund.
- Although the Fund is intended to be a perpetual-life vehicle, the Fund may acquire Portfolio Assets that may not be disposed of prior to the date the Fund is dissolved.
- The General Partner and the Manager will have exclusive responsibility for the Fund’s activities, and, other than as may be set forth herein and in the Partnership Agreement and the governing documents of any other fund entity, Limited Partners will not be able to make decisions concerning the management of the Fund.
- The Fund may enter into third-party contracts to provide asset-level services or other operations to a Portfolio Asset.
The other 66 risks
- In connection with the disposition of a Portfolio Asset, the Fund may be required to make certain representations about the business, financial affairs and other aspects (such as property, tax, insurance and litigation) of such Portfolio Asset typical of those made in connection with the sale of a business.
- Before making an investment in Portfolio Assets, the General Partner, the Manager and/or their respective affiliates will typically conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each potential acquisition. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues.
- The General Partner, the Manager and/or their respective affiliates may determine the suitability of assets based in part on the basis of financial projections for such assets.
- In light of the Fund’s strategy and the need to be able to deploy capital quickly to capitalize on potential opportunities, the Fund may from time to time maintain cash at the fund level pending deployment into Portfolio Assets, which may at times be significant.
- While the Fund intends to make distributions in cash, it is possible that certain distributions may be made in kind.
- We qualify as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make it more difficult to compare our performance with other public companies.
- Our Manager faces conflicts of interest with CIM and its affiliates, which could result in a disproportionate benefit to CIM or its affiliates.
- Certain Risks Relating to Portfolio Assets
- The Fund’s Portfolio Assets will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets.
- The Portfolio Assets will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive.
- The Fund may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing.
- The Fund may make acquisitions of real estate-related assets and businesses which are distressed or experiencing or are expected to experience severe financial difficulties that may never be overcome.
- The Fund may deploy capital in non-performing, sub-performing, distressed, undercapitalized or other troubled real estate and real estate-related assets, which may involve a high degree of financial risk. As a result of the speculative nature of the Fund’s assets, the possibility of partial or total loss of capital will exist. Limited Partners should not subscribe to or participate in the Fund unless they can readily bear the consequences of such loss.
- To the extent that the Fund acquires properties which have not yet achieved stabilization, it will be subject to the risks normally associated with unstabilized assets and development activities.
- In connection with any new development project, expansion of a project or acquisition of a project in late-stage development, Portfolio Assets may also face construction risks typical for real estate businesses.
- The real estate industry generally and the success of the Fund’s activities in particular will both be affected by general economic and market conditions in the U.S. economy and, to a lesser extent, the global economy generally, as well as by changes in applicable laws, trade barriers, currency exchange controls, the rate of inflation and local, national and international political and socioeconomic circumstances.
- The Fund’s strategy in some Portfolio Assets may be based, in part, upon the premise that real estate businesses and assets in certain gateway cities and elsewhere will be available for purchase by the Fund at prices that the General Partner and the Manager consider favorable.
- General fluctuations in interest rates may adversely affect the value of the Portfolio Assets.
- The military operations of the United States and its allies, the instability in various parts of the world and the increasing prevalence of terrorist attacks throughout the world could have significant adverse effects on the global economy.
- The long-term macroeconomic effects of pandemics or epidemics (such as the COVID-19 pandemic) could have a material adverse impact on our financial performance and the financial performance of our affiliates and our investments.
- Inflation could have a pronounced negative impact on the Fund’s mortgages and interest rates, the value of the Portfolio Assets and its general and administrative expenses, as these costs could increase at a rate higher than the rents collected at the Fund’s properties.
- The Fund may be exposed to substantial risk of loss arising from investments in Portfolio Assets involving undisclosed or unknown environmental problems, health or occupational safety matters or inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified.
- Environmental conditions that may exist or arise in the future associated with assets outside the United States may give rise to similar, and possibly more onerous, risks and obligations under current or future legal standards and requirements in such jurisdictions.
- The acquisition, ownership and disposition of real properties carry certain other specific litigation risks.
- Failure to obtain required approvals and/or licenses necessary to acquire or operate real properties may adversely impact its strategy.
- The real estate industry is extensively regulated and subject to frequent regulatory change.
- Certain properties or related real estate assets in which the Fund deploys capital, especially those that have not yet achieved stabilization, may be expected to require additional financing to satisfy their working capital requirements, development requirements and/or acquisition strategies.
- The Fund may hold a non-controlling interest in certain Portfolio Assets and, therefore, may have a limited ability to protect its position in such Portfolio Assets.
- Capital and credit market conditions may adversely affect demand for our properties and the overall availability and cost of credit.
- Uninsured losses or losses in excess of our insurance coverage could materially adversely affect our financial condition and cash flows, and there can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.
- Certain Risks Relating to Infrastructure Portfolio Assets
- Investment in infrastructure assets involves many significant relatively unique and acute risks.
- Investments in infrastructure assets are generally less liquid and involve a longer holding period than traditional private equity investments, which are themselves often considered illiquid and long-term.
- Some or all of the Fund’s investments may be subject to the risks inherent in the ownership and operation of assets or business that derive a substantial amount of their value from real estate and real estate-related interests.
- In many instances, the operation or acquisition of infrastructure assets involves an ongoing commitment to or from a governmental agency.
- The successful development and construction of new or expansion infrastructure projects entails a variety of risks (some of which may be unforeseeable at the time a project is commenced) and may require or result in the involvement of a broad and diverse group of stakeholders who will either directly influence or potentially be capable of influencing the nature and outcome of the project.
- The operations of infrastructure assets and businesses are exposed to unplanned interruptions caused by significant catastrophic events, such as cyclones, earthquakes, landslides, floods, explosions, fires, terrorist attacks, major plant breakdowns, pipeline or electricity line ruptures or other disasters.
- Demand, usage, and throughput risk can affect the performance of infrastructure assets.
- Certain infrastructure assets may be subject to rate regulations that determine or limit the prices they may charge, particularly if a Portfolio Asset is the sole or predominant service provider in its service area or provides services that are essential to the community.
- The success of public infrastructure projects is often dependent on governmental funding or subsidies.
- Investments in renewable energy and related businesses and/or assets historically have received support from national, state and local governments and regulatory agencies intended to finance or otherwise facilitate their development; however, such support may not be available in the future.
- The market for renewable energy products is emerging and rapidly evolving, and its future success is uncertain.
- The amount, timing and cost of generating electricity from renewable energy resources may not meet expectations and may vary significantly from period to period.
- Renewable energy technology may become obsolete.
- The widespread deployment of energy storage technologies is still a nascent market. Market rules and structures to compensate energy storage projects for the provision of grid services, load shift, transmission and distribution deferral and defrayal, among other potential sources of value, may not provide sufficient revenue relative to cover the cost of investment.
- Certain Risks Relating to the Operations of the Fund
- An affiliate of CIM has entered into a credit facility that is secured by a pledge of, among other things, the Manager’s right to receive management fees from various funds for which it serves as manager and/or operator and various CIM affiliates’ right to receive carried interest from such funds.
- If the Fund acquires a Portfolio Asset in a transaction with the intent of refinancing a portion of that Portfolio Asset, there is a risk that the Fund will be unable to complete the refinancing successfully.
- The Fund may use a substantial amount of leverage in connection with its Portfolio Assets, including for making distributions to Limited Partners.
- In the event that a Limited Partner defaults with respect to any portion of its Capital Commitment, such Limited Partner will be subject to the default remedies set forth in the applicable Agreement, including forfeiture of its voting rights and a substantial portion of its interest in the Fund and/or the cancellation of its Undrawn Commitment.
- Cybersecurity risks and cybersecurity incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact the Fund.
- Our approach to artificial intelligence may not be successful and could adversely affect our business.
- Limited Partners making capital contributions after the Initial Closing either as newly admitted Limited Partners or by increasing their Capital Commitment will participate in existing Portfolio Assets, diluting the interest of existing Limited Partners therein.
- In the event that there are substantial redemptions of the Units within a limited period of time, the Fund may find it difficult to adjust its strategies to the suddenly reduced amount of assets under management.
- The General Partner may require the redemption of all or any portion of a Limited Partner’s Units.
- Limited holdback on redemptions.
- In connection with the consummation of certain Portfolio Assets, the Fund expects to enter into swaps, caps and/or other hedging transactions designed to protect the Fund against adverse movements in interest rates.
- The Fund may be required to make contingent funding commitments or guarantees to portfolio entities or vehicles or entities in or alongside which the Fund deploys capital and to provide other credit support arrangements in connection therewith.
- The Fund is exposed to the risk that third parties that may owe the Fund money, securities or other assets will not perform their obligations.
- The Partnership Agreement and Management Agreement include exculpation, indemnification and other provisions that limit the circumstances under which the General Partner, the Manager and others can be held liable to the Fund.
- Limited Partners’ rights to information regarding the Fund will be specified, and strictly limited, in the Partnership Agreement.
- Because we do not have nomination and corporate governance, audit or compensation committees, investors will have to rely on the existing management team and the General Partner to perform these functions.
- We will incur increased costs as a result of operating as a reporting company, and our management will be required to devote substantial time to new compliance initiatives.
- If our internal controls over financial reporting are not effective, our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
- Certain Regulatory, Tax and Legal Risks
- The Fund’s ability to achieve its objectives, as well as the ability of the Fund to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial and/or administrative action. Future legislative, judicial and/or administrative action could adversely affect the Fund’s ability to achieve its objectives, as well as the ability of the Fund to conduct its operations.
- If we fail to operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the 1940 Act, we would become subject to substantial regulation with respect to our capital structure, management, operations, transactions with affiliated persons (as defined in the 1940 Act), and portfolio composition, which would materially adversely affect the Fund.
- Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in the Fund’s operations necessary to maintain CIM’s, the General Partner’s and/or their respective affiliates’ ability to rely upon the exemption from registration could adversely affect the Fund’s ability to implement its objectives, conduct its operations and/or achieve its objectives and/or subject the Fund to certain additional costs, expenses, and/or administrative burdens.
Legal proceedings
In the ordinary course of business, we may become subject to litigation or claims. For a description of our pending legal proceedings refer to the information set forth in Note 10 - Commitments and Contingencies to the consolidated financial statements in this Annual Report on Form 10-K.
The opening of Item 3, Legal Proceedings.4
Sources
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- 12SEC EDGARChange of auditor
- 13SEC EDGARBylaws or fiscal year changed
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- 15SEC EDGARRegulation FD disclosure
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