8-K

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):

January 22, 2013

Spirit Realty Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-32386	20-0175773
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (480) 606-0820

N/A

(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 (see General Instructions A.2.):

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

x 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))

Item 7.01. Other Events.

In connection with a presentation to analysts and investors, Spirit Realty Capital, Inc., a Maryland corporation (the “Company”), and Cole Credit Property Trust II, Inc., a Maryland corporation (“Cole”), will be providing certain information regarding the announcement of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 22, 2013. The slides to be used in connection with this analyst and investor presentation are attached hereto as Exhibit 99.1.

This Item 7.01 and the attached Exhibit 99.1 are provided under Item 7.01 of Form 8-K and are furnished to, and shall not be deemed to be “filed” with, the Securities and Exchange Commission (the “SEC”).

Item 8.01. Other Events.

On January 22, 2013, the Company issued a joint press release with Cole announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.2.

The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Cole expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Cole and the Company that also constitutes a prospectus of the Company. Cole and the Company also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by the Company and Cole with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the Company with the SEC will be available free of charge on the Company’s website at www.spiritrealty.com or by directing a written request to Spirit Realty Capital, Inc., 16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260, Attention: Investor Relations. Copies of the documents filed by Cole with the SEC will be available free of charge by directing a written request to Cole Credit Property Trust II, Inc., 2325 East Camelback Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor Relations.

The Company and Cole and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about the Company’s executive officers and directors in the Company’s final prospectus filed with the SEC on September 21, 2012. You can find information about Cole’s executive officers and directors in Cole’s definitive proxy statement filed with the SEC on April 13, 2012. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from the Company or Cole using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward Looking Statements

In addition to historical information, this Current Report on Form 8-K (including information included or incorporated by reference herein) contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company and Cole operate and beliefs of and assumptions made by the Company management and Cole management, involve risks and uncertainties that could significantly affect the financial results of the Company or Cole or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.

Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving the Company and Cole, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates, credit spreads, and foreign currency exchange rates, (iii) changes in the real estate markets, (iv) continued ability to source new investments, (v) increased or unanticipated competition for our properties, (vi) risks associated with acquisitions, (vii) maintenance of real estate investment trust status, (viii) availability of financing and capital, (ix) changes in demand for developed properties, (x) risks associated with achieving expected revenue synergies or cost savings, (xi) risks associated with the ability to consummate the merger and the timing of the closing of the merger, and (xii) those additional risks and factors discussed in reports filed with the SEC by the Company and Cole from time to time. Neither the Company nor Cole undertakes any duty to update and revise statements contained in these materials based on new information or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.

Exhibit No.	Description
99.1	Joint Investor Presentation
99.2	Joint Press Release issued by Spirit Realty Capital, Inc., and Cole Credit Property Trust II, Inc., on January 22, 2013

SIGNATURE

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

Date: January 22, 2013	SPIRIT REALTY CAPITAL, INC.
	By:	/s/ Michael A. Bender
		Michael A. Bender
		Chief Financial Officer, Senior Vice President, Assistant Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Investor Presentation
99.2	Joint Press Release issued by Spirit Realty Capital, Inc. and Cole Credit Property Trust II, Inc. on January 22, 2013

EX-99.1

NYSE: SRC

Exhibit 99.1

2

Forward Looking Statements

Forward Looking Statements

In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the U.S.

Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking

statements, which are based on current expectations, estimates and projections about the industry and markets in which Spirit Realty

Capital, Inc. (“Spirit”), and Cole Credit Property Trust II, Inc. (“CCPT II”) operate and beliefs of and assumptions made by Spirit

management and CCPT II management, involve risks and uncertainties that could significantly affect the financial results of Spirit or CCPT

II or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations

of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.

Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction

involving Spirit and CCPT II, including future financial and operating results, the combined company’s plans, objectives, expectations and

intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future

—

including statements relating to rent and occupancy growth, changes in sales or contribution volume of developed properties, general

conditions in the geographic areas where we operate and the availability of capital — are forward-looking statements. These statements are

not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we

believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that

our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in

such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national,

international, regional and local economic climates, (ii) changes in financial markets, interest rates, credit spreads, and foreign currency

exchange rates, (iii) changes in the real estate markets, (iv) continued ability to source new investments, (v) increased or unanticipated

competition for our properties, (vi) risks associated with acquisitions, (vii) maintenance of real estate investment trust status, (viii) availability

of financing and capital, (ix) changes in demand for developed properties, (x) risks associated with achieving expected revenue synergies

or cost savings, (xi) risks associated with the ability to consummate the merger and the timing of the closing of the merger, and (xii) those

additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Spirit and CCPT II from time

to time. Neither Spirit nor CCPT II undertakes any duty to update any forward-looking statements appearing in this document.

3

Disclaimer

Disclaimer

In connection with the proposed transaction, CCPT II expects to file with the SEC a registration statement on Form S-4 that will include a joint

proxy statement of CCPT II and Spirit that also constitutes a prospectus of Spirit. CCPT II and Spirit also plan to file other relevant documents

with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS

AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available)

and other relevant documents filed by Spirit and CCPT II with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by

Spirit with the SEC will be available free of charge on Spirit’s website at www.spiritrealty.com or by directing a written request to Spirit Realty

Capital, Inc., 16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260, Attention: Investor Relations. Copies of the documents filed by

CCPT II with the SEC will be available free of charge by directing a written request to Cole Credit Property Trust II, Inc., 2325 East Camelback

Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor Relations.

Spirit and CCPT II and their respective directors and executive officers and other members of management and employees may be deemed to

be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Spirit’s executive officers and

directors in Spirit’s final prospectus filed with the SEC on September 21, 2012. You can find information about CCPT II’s executive officers and

directors in CCPT II’s definitive proxy statement filed with the SEC on April 13, 2012. Additional information regarding the interests of such

potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they

become available. You may obtain free copies of these documents from Spirit or CCPT II using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in

any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S.

Securities Act of 1933, as amended.

4

Merger Benefits

Merger Benefits

Additional Size and Scale

Increased Tenant Diversification

Broadened Tenant Credit Profile

Enhanced Operating Efficiencies

Increased Financial Strength and Flexibility

The merger of Spirit and CCPT II creates the second largest

publicly traded triple-net lease company

5

Cole Credit Property Trust II

Cole Credit Property Trust II

CCPT II is a large and high-quality portfolio of assets

Non-

Rated

30%

Non-Inv.

Grade

24%

Inv.

Grade

45%

Founded

2005

# of Investors

~40,000

Enterprise Value

(3)

$3.7bn

Number of Properties

(5)

822

Total Square Feet (MM)

21.2

Occupancy

(4)

99.5%

Avg. Remaining Lease Term

(1)

10.0

% Investment Grade

(1) (2)

45%

Number of Tenants

282

Number of Industries

47

Number of States

45

Net Debt / Enterprise Value

(3)

47%

Source: Company filings.

Office

6%

Single-

Tenant

Retail

65%

Industrial

11%

Multi-

Tenant

Retail

18%

Tenant Credit Ratings

(1) (2)

Property Type Diversity

(1) (6)

CCPT II Overview

Notes:   (1) Based on rental revenue.

             (2) Includes single tenant properties only. 

             (3) Based on the January 18, 2013 closing price of Spirit Realty of $17.82 and exchange ratio of 1.9048.

             (4) Based on number of properties as of September 30, 2012.

             (5) Includes 69 mortgage notes receivables.

             (6) Excludes mortgage notes receivables.

Transaction Overview

Transaction Overview

6

Transaction

Consideration

Combined company will be named Spirit Realty Capital

Spirit management team to lead merged entity

Spirit board to grow to nine members with addition of two directors from CCPT II

Corporate

Governance

Proxy filed Q1 2013

Closing Q3 2013

Expected Timing

Merger of Spirit Realty Capital, Inc. (“Spirit”) and Cole Credit Property Trust II (“CCPT II”)

100%

stock

merger

transaction

resulting

in

$7.1

billion

combined

pro

forma

enterprise

value

Fixed exchange ratio with each common share of Spirit converted into 1.9048 shares of CCPT II

common stock (equates to 0.525 Spirit shares for each share of CCPT II)

Implied

value

per

CCPT

II

share

of

$9.36

based

on

Spirit

closing

price

of

$17.82

on

January

18,

2013

Implied value per CCPT II share of $9.27 based on the volume weighted average of Spirit’s

share price from the date of its inclusion in the Russell 2000 Index through the closing price on

January 18, 2013, which was $17.66.

Implied value per CCPT II share of $9.17 based on Spirit’s 20 trading day volume weighted

average price (VWAP) of $17.47 as of January 18, 2013

Combined entity to be listed on the NYSE under Spirit’s ticker SRC

Ownership: 44% Spirit / 56% CCPT II

Contingent

upon

majority

approval

of

both

companies’

stockholders

Spirit’s largest shareholders, Macquarie and TPG-Axon, who together own ~15% of Spirit, have

executed agreements that state their intention to vote in favor of the transaction

822

(6)

2,012

Additional Size and Scale

Additional Size and Scale

Properties

(2)

Square Feet (MM)

Number of States

Number of Tenants

Weighted Average

Occupancy

(3)

Remaining Lease

Term

(4)

Top 10 Tenant

Concentration

(4)

1,190

33.1

47

165

98.4%

11.2

52%

21.2

45

282

99.5%

10.0

41%

54.3

48

300+

98.8%

10.6

37%

Improved portfolio characteristics

7

Pro Forma

Investment Grade

Rental Revenue

(4)(5)

1%

45%

19%

Enterprise Value

(1)

$3.4 billion

$3.7 billion

$7.1 billion

Source: Company filings.

Notes: 

(1) Based on the January 18, 2013 closing price of Spirit Realty of $17.82 and exchange ratio of 1.9048.

(2) 98.5% of Spirit’s total gross investments represent owned properties. Remaining investments include properties securing mortgage loans.

(3) Occupancy based on number of properties.

(4) Based on rental revenue.

(5) Includes single tenant properties only.

(6) Includes 69 mortgage notes receivables.

69.0%

8.1%

14.9%

5.9%

2.2%

21.2%

9.6%

8.0%

8.0%

6.1%

5.5%

5.4%

4.4%

4.3%

4.1%

4.0%

19.5%

8

Increased Tenant Diversification

Increased Tenant Diversification

Property Type Diversity

(2)

General and Discount

Retail Properties

Restaurants –

Quick Service

Specialty Retail

Restaurants –

Casual Dining

Automotive Dealers, Parts,

and Service Facilities

Recreational

Movie Theatres

Convenience Stores

/ Car Washes

Industrial

Home Improvement

Other

Drugstores

Single-Tenant

Retail

Multi-Tenant

Office

Other

Industry Type Diversity

Increased diversity by property type and industry

(1)

Source: Company filings.

Notes:

(1) Based on rental revenue.

(2) Excludes mortgage loans.

Industrial

Top Tenants

(1)

% of Portfolio

15.7%

4.4%

3.5%

Church’s Chicken

2.6%

2.4%

Circle K

2.2%

1.8%

1.5%

The Home Depot

1.3%

1.3%

OTHER

63.4%

Increased Tenant Diversification

Increased Tenant Diversification

Tenants are industry leaders in pharmacy, consumer goods, restaurant and

home improvement sectors

9

52%

37%

0%

10%

20%

30%

40%

50%

60%

Current

Pro Forma

Top Ten Tenant Concentration

(1)

Sources: Company filings and reports as of September 30, 2012

Notes: The trade names shown are of tenants in properties owned by SRC or CCPT II. SRC or CCPT II are not affiliated or associated with, are not endorsed by, do not endorse, and are not sponsored by or

sponsors of the tenants or of the tenant’s products or services pictured or mentioned above. The names, logos, and all related product and service names, design marks, and slogans are the

trademarks or service marks of the respective companies.

   (1) Based on rental revenue. Excludes mortgage notes receivables.

10

Increased Tenant Diversification

Increased Tenant Diversification

Increases geographic diversity across 48 states

Note: Hatched shading denotes states in which only one standalone company operated prior to the merger

(1) Based on NCREIF regions rental revenue.

Geographic Diversity

(1)

West

14%

Midwest

34%

South

33%

East

19%

11

Broadened Tenant Credit Profile

Broadened Tenant Credit Profile

Addition of investment grade tenants creates more investment opportunities

Tenant Credit Ratings

(1)

Note: Based on rental revenue.

(1) Includes single tenant properties only.

Pro Forma

Non-

Rated

91%

Non-Inv.

Grade

8%

Inv.

Grade

1%

Non-

Rated

30%

Non-Inv.

Grade

26%

Inv.

Grade

45%

Non-

Rated

66%

Non-Inv.

Grade

15%

Inv.

Grade

19%

12

Attractive Lease Profile

Attractive Lease Profile

A significant portion of the leases provide for contractual increases in future

annual base rent

Lease Expirations

1.3%

2.2%

3.1%

4.1%

4.7%

5.7%

3.5%

6.7%

8.5%

60.3%

0%

10%

20%

30%

40%

50%

60%

70%

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022 and

Thereafter

Note: Based on rental revenue.

Weighted average remaining non-cancellable lease term of 10.6 years with no significant near-term maturities

Pro

forma

company

will

derive

~40%

of

rental

revenue

from

master

leases,

which

protects

against

tenants

“cherry

picking”

properties in the event of adverse business performance

13

Increased Financial Strength and Flexibility

Increased Financial Strength and Flexibility

Diversified sources of capital including the equity capital markets, preferred equity, CMBS and ABS markets

Less than 15% of property-level debt matures in the next three years

Established strong relationship with financial institutions

Approximately $1 billion unencumbered asset base provides financial flexibility

Merger expected to provide greater financial flexibility

0

300

600

900

1,200

2013

2014

2015

2016

2017

2018

2019

2020

2021

Thereafter

CCPT II

CCPT II Credit Facility

Spirit

($ in millions)

Source: Company filings.

Note: (1) Does not give effect to any repayments or modifications that may be made in connection with the transaction. 

Pro Forma Debt Maturity Schedule

(1)

$0.8

$1.5

$1.7

$0.3

$3.4

$3.7

$3.9

$4.3

$5.3

$5.5

$7.1

$9.0

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

GTY

SIR

LSE

ARCP

SRC

CCPT II

EPR

LXP

NNN

WPC

PF SRC

O

The Benefits of Scale

The Benefits of Scale

Net Lease REITs by Enterprise Value

(2)

$12.4

Large cap REITS generally enjoy benefits of scale vs. peers

Enterprise Value ($bn)

14

Sources: Company filings and FactSet.

Notes: (1) Dotted-line box represents the announced acquisition of ARCT III.

(2) Dotted-line

box

represents

the

announced

acquisition

of

American

Realty

Capital

Trust

(ARCT).

$3.0

(1)

8.9

10.0

10.6

11.2

11.4

12.0

6

8

10

12

WPC

CCPT II

PF SRC

SRC

O (1)

NNN

Top-Tier Net Lease REIT

Top-Tier Net Lease REIT

% Investment Grade Tenants

(2)

Lease Term

(2)

15

Sources: FactSet, SNL Financial and Company financials.

Note: (1) Pro forma for the announced acquisition of ARCT.

(2) Based on rental revenue.

(3) Single tenant assets only.

1%

19%

30%

34%

45%

0%

15%

30%

45%

60%

SRC

PF SRC

WPC

O (1)

CCPT II (3)

Attractive investment profile relative to the peers with highest

trading levels

18.3

21.2

33.0

39.1

53.4

54.3

0.0

20.0

40.0

60.0

80.0

100.0

NNN

CCPT II

SRC

WPC

O (1)

PF SRC

Square Feet

4.4%

4.9%

4.9%

6.7%

7.0%

7.0%

2.0%

4.0%

6.0%

8.0%

O (1)

WPC

NNN

CCPT II

SRC

PF SRC

Dividend Yield

16

Merger Benefits

Merger Benefits

Additional Size and Scale

Increased Tenant Diversification

Broadened Tenant Credit Profile

Enhanced Operating Efficiencies

Increased Financial Strength and Flexibility

The merger of Spirit and CCPT II checks all the boxes for shareholder value

EX-99.2

Exhibit 99.2

                 

SPIRIT REALTY CAPITAL AND COLE CREDIT PROPERTY TRUST II TO MERGE TO CREATE

SECOND LARGEST PUBLICLY TRADED TRIPLE-NET-LEASE REIT WITH A

PRO FORMA ENTERPRISE VALUE OF $7.1 BILLION

Transaction Accelerates Spirit Realty’s Strategy, Creates a Larger, More Diversified Portfolio and

Strengthens Spirit Realty’s Balance Sheet

CCPT II Shareholders to Realize Full Liquidity with No Lockup at an Attractive Valuation and Ongoing

Upside Opportunity in the Combined Company

PHOENIX, AZ – January 22, 2013 – Spirit Realty Capital, Inc. (NYSE: SRC), (“Spirit Realty”), and Cole Credit Property Trust II (“CCPT II”) announced today that their Boards of Directors have unanimously approved a definitive agreement to merge their companies to create the second largest publicly traded triple-net-lease REIT in the United States with a pro forma enterprise value of approximately $7.1 billion.

The combined company, which will retain the Spirit Realty name and trade on the New York Stock Exchange under the ticker symbol “SRC,” will own or have an interest in 2,012 properties in 48 states. It will have a significantly enhanced scale and scope, a more broadly diversified portfolio of high-quality real estate assets and enhanced access to capital. The current management team of Spirit Realty will lead the combined company. The transaction is expected to close in the third quarter of 2013.

“This merger significantly accelerates Spirit Realty’s business strategy and better positions us to deliver long-term value to our shareholders,” said Thomas H. Nolan, Jr., Chairman and Chief Executive Officer of Spirit Realty. “CCPT II’s portfolio represents one of the largest and highest-quality portfolios of net lease assets. The addition of CCPT II’s portfolio effectively doubles the size of our portfolio. As a result, the merger further diversifies us both geographically and by industry, reduces our tenant concentration, improves the overall credit quality of our portfolio and increases operating efficiency. We also expect the merger to enhance our access to the capital markets and better position us to take advantage of consolidation opportunities in the net lease space. We are excited about the outlook for the triple-net industry and about our position in it, and we look forward to delivering attractive and stable value to shareholders of our combined company.”

1

Christopher H. Cole, Founder and Executive Chairman of Cole, said “The independent directors of the CCPT II Board, with the assistance of legal and financial advisors, thoroughly evaluated potential options to maximize value for our shareholders. We are confident that this transaction is in the best interest of all shareholders. As of the date of this announcement, it represents a positive cumulative total return on their investment and provides an opportunity for liquidity in what will be one of the largest publicly traded net lease REITs. Despite operating through a challenging time in the real estate cycle, we are pleased with the value this provides our investors. Our disciplined investment philosophy of acquiring high-quality, income producing properties, net-leased to long term creditworthy tenants, was the foundation that allowed the CCPT II portfolio of assets to deliver great results. With this transaction, Spirit Realty shareholders will own a best-in-class portfolio.”

The merger of Spirit Realty and CCPT II creates a number of significant financial and operational benefits:

• Additional Size and Scale: The combination of the Spirit Realty and CCPT II portfolios will create a sector-leading public company with 2,012 properties across 48 states. The company will have the added scale and financial flexibility to competitively pursue additional properties and generate increased capital appreciation from its targeted real estate investments.

• Broadened Tenant Credit Profile: The combined portfolio will consist of sub-investment grade, investment grade and non-rated properties. Spirit Realty’s investment strategy will be expanded with the addition of CCPT II’s portfolio. The new portfolio will have a broader, more diverse credit profile with attractive risk/return characteristics that Spirit Realty believes will offer more opportunities for value creation. The lease profile of the combined company will be highly attractive, consisting of many investment grade tenants and a weighted average lease term of 10.6 years, supported by Spirit Realty’s proven and disciplined credit analysis and investment process.

• Diversified Tenant Base: The top ten tenants of the combined portfolio will represent approximately 37% of the total portfolio, down from approximately 52% in Spirit Realty’s standalone portfolio. The largest tenant will represent approximately 16% of the total portfolio.

2

Additionally, lease revenues will be more broadly diversified across industries and geography. Further, approximately 19% of the rental revenue of the combined portfolio will come from tenants with investment grade ratings.

• Operating Expenses Absorbed Across a Larger Portfolio: By doubling the size of the portfolio without significantly increasing administrative expenses and assuming CCPT II’s asset manager function, the company will achieve materially greater operating efficiencies.

• Increased Financial Strength and Flexibility: As a larger company, the new company will be able to optimize its balance sheet and employ cost-effective equity and debt financing available in the public markets, generating higher growth metrics while increasing stability.

Pursuant to the terms of the merger agreement, Spirit Realty shareholders will receive a fixed exchange ratio of 1.9048 CCPT II shares for each share of Spirit Realty common stock owned (equates to 0.525 Spirit Realty shares for each share of CCPT II). The combined company will immediately list its common shares on the NYSE and will trade under Spirit Realty’s existing ticker SRC. Based on Spirit Realty’s closing price of $17.82 per share on January 18, 2013, the exchange ratio implies a value of $9.36 per
CCPT II share and reflects a positive cumulative total return including dividends of 20-42% for shareholders of CCPT II, depending on the shareholder holding period. When compared to the volume weighted average price of Spirit’s share price from the date of its inclusion in the Russell 2000 Index through the closing price on January 18, 2013, which was $17.66, the exchange ratio implies a value of $9.27 per CCPT II share. Based on the volume weighted average price of Spirit Realty over the last 20 trading days of $17.47 per share, the exchange ratio implies a value of $9.17 per CCPT II share. Following the close, CCPT II shareholders are expected to own approximately 56% and Spirit Realty shareholders approximately 44% of the common shares of the combined REIT. Spirit Realty’s largest shareholders, Macquarie Capital and TPG-Axon, who together own approximately 15% of Spirit Realty, have executed agreements that state their intention to vote in favor of the transaction.

The transaction is expected to be slightly accretive to Spirit Realty’s funds from operations per share following closing, pending completion of the company’s purchase accounting analysis. Shareholders can expect to continue to see, without disruption, a dividend distribution from their investment. CCPT II will pay no internalization fee or transaction fees to Cole.

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The combined company will continue to employ Spirit Realty’s proven credit analysis and asset management skill set. The combined company will have a nine-member board of directors, seven of whom will be existing board members of Spirit Realty and two who will be representatives from CCPT II.

The completion of the transaction is subject to the receipt of approval of the majority of shares outstanding of Spirit Realty and CCPT II and customary regulatory approvals and closing conditions. A joint proxy statement/prospectus will be filed on Form S-4 with the Securities and Exchange Commission, which will describe the proposed merger.

Barclays served as financial advisor to Spirit Realty, and Latham & Watkins LLP served as legal advisor to Spirit Realty.

Morgan Stanley and UBS Investment Bank served as financial advisors to CCPT II, and Goodwin Procter LLP served as legal advisor to CCPT II. Gleacher & Company served as financial advisor to the Special Committee of CCPT II and Ropes & Gray LLP served as legal advisor to the Special Committee of CCPT II.

About Spirit Realty

Spirit Realty Capital was formed in 2003 to acquire single-tenant operationally essential real estate, which refers to generally free-standing, commercial real estate facilities where tenants conduct retail, service or distribution activities that are essential to the generation of their sales and profits. More information about Spirit Realty Capital can be found at www.spiritrealty.com.

About Cole Credit Property Trust II, Inc.

Cole Credit Property Trust II, Inc. is a non-traded, SEC-registered REIT that invests primarily in high-quality, freestanding, single-tenant buildings net leased to investment grade and other creditworthy tenants throughout the United States. These are typically necessity retailers including drug stores, family restaurants and home improvement stores among others.

Additional Information and Where to Find It

In connection with the proposed transaction, CCPT II expects to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement of CCPT II and Spirit that also constitutes a prospectus of Spirit Realty. CCPT II and Spirit Realty also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Spirit Realty and CCPT II with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Spirit Realty with the SEC will be

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available free of charge on Spirit Realty’s website at www.spiritrealty.com or by directing a written request to Spirit Realty Capital, Inc., 16767 North Perimeter Drive, Suite 210, Scottsdale, Arizona 85260, Attention: Investor Relations. Copies of the documents filed by CCPT II with the SEC will be available free of charge by directing a written request to Cole Credit Property Trust II, Inc., 2325 East Camelback Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor Relations.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Spirit Realty, and Cole operate and beliefs of and assumptions made by Spirit Realty management and CCPT II management, involve risks and uncertainties that could significantly affect the financial results of Spirit Realty or CCPT II or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Spirit Realty and CCPT II, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates, credit spreads, and foreign currency exchange rates, (iii) changes in the real estate markets, (iv) continued ability to source new investments, (v) increased or unanticipated competition for our properties, (vi) risks associated with acquisitions, (vii) maintenance of real estate investment trust status, (viii) availability of financing and capital, (ix) changes in demand for developed properties, (x) risks associated with achieving expected revenue synergies or cost savings, (xi) risks associated with the ability to consummate the merger and the timing of the closing of the merger, and (xii) those additional risks and factors discussed in reports filed with the SEC by Spirit Realty and CCPT II from time to time. Neither Spirit Realty nor CCPT II undertakes any duty to update any forward-looking statements appearing in this document.

Participants in the Merger Solicitation

Spirit Realty and CCPT II and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect

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of the proposed transaction. You can find information about Spirit Realty’s executive officers and directors in Spirit Realty’s final prospectus filed with the SEC on September 21, 2012. You can find information about CCPT II’s executive officers and directors in CCPT II’s definitive proxy statement filed with the SEC on April 13, 2012. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Spirit Realty or CCPT II using the sources indicated above.

Conference Call Information

Spirit Realty Capital will hold a conference call and webcast to discuss the merger on January 22, 2013, at 10:00 a.m. (Eastern Time). The call can be accessed live over the phone by dialing 866-730-5763 (toll-free domestic) or 857-350-1587 (international); passcode: 49299512. A live webcast of the conference call will be available on the Investor Relations section of Spirit Realty Capital’s website at www.spiritrealty.com. A replay of the call will be available for one week via telephone starting approximately one hour after the call ends. The replay can be accessed at 888-286-8010 (toll-free domestic) or 617-801-6888 (international); passcode: 73074984. The webcast will be archived on Spirit Realty Capital’s website for 30 days after the call.

Contacts for Spirit Realty	Contacts for CCPT II
Michael A. Bender	John Bacon
SVP, Chief Financial Officer	VP, Marketing
(480) 315-6634	Cole Real Estate Investments
InvestorRelations@spiritrealty.com	(602) 778-6057
	jbacon@colecapital.com
Chuck Burgess / Chuck Dohrenwend	Paul Caminiti/Brooke Gordon/Samantha Verdile
The Abernathy MacGregor Group	Sard Verbinnen & Co
(212) 371-5999	(212) 687-8080
clb@abmac.com / cod@abmac.com
	Eric Waters
	Great Ink Communications
	(212) 741-2977
	eric.waters@greatink.com

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