 Cole
Credit Property Trust II Advisor Webinar –
Proxy Vote Update
Filed by Cole Credit Property Trust II, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Spirit Realty Capital, Inc.
Registration Statement No. 333-187122
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 ©2013 Cole Capital Advisors. All Rights Reserved.
2
CCPT II PROXY
Forward-Looking Statements
Certain statements contained in this document, other than historical facts, may be considered
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), including statements regarding the merger and
the ability to consummate the merger. We intend for all such forward-looking statements to
be covered by the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable. Such
statements include, in particular, statements about our plans, strategies, and prospects and
are subject to certain risks and uncertainties, as well as known and unknown risks, which could
cause actual results to differ materially from those projected or anticipated. Therefore, such
statements are not intended to be a guarantee of our performance in future periods. Such
forward-looking statements can generally be identified by our use of forward-looking
terminology such as “may,” “will,” “would,” “could,” “should,”
“expect,” “intend,” “anticipate,” “estimate,”
“believe,” “continue,” or other similar words. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date
this report is filed with the Securities and Exchange Commission (the “SEC”). We make no
representation or warranty (express or implied) about the accuracy of any such forward-looking
statements contained in this document, and we do not intend, and undertake no obligation, to
publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
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 ©2013 Cole Capital Advisors. All Rights Reserved.
3
CCPT II PROXY
Proxy –
What are we asking from Shareholders?
Background:
•
CCPT II and Spirit Realty Capital (“Spirit”) have entered into an
agreement and plan of merger
•
If completed, the merger will create one of the largest triple-net REITs in the
US
•
It is expected that the Combined Corporation will trade on the New York
Stock Exchange, referred to herein as the NYSE, under the symbol
“SRC”
Shareholder Request:
•
Carefully read all proxy materials
•
Submit a proxy vote to ensure shares are represented in advance of the
CCPT II Annual Meeting (scheduled for June 12th) |
 ©2013 Cole Capital Advisors. All Rights Reserved.
4
CCPT II PROXY
Why Vote?
YOUR VOTE IS IMPORTANT
Whether or not shareholders plan to attend the annual meeting, they should submit a
proxy to vote their
shares
as
promptly
as
possible.
To
submit
a
proxy,
complete,
sign,
date and
mail the proxy card in the preaddressed postage-paid envelope provided or, call
the toll free telephone number listed on the proxy card
(888) 409-4185 or use the Internet as
described in the instructions on the proxy card to submit the proxy.
Submitting
a
proxy
will
assure
that
shareholders’
votes
are
counted
at
the
annual
meeting if
they
do
not
attend
in
person. |
 ©2013 Cole Capital Advisors. All Rights Reserved.
5
CCPT II PROXY
Q:
What is the proposed transaction?
A:
CCPT II and Spirit are proposing a combination of their companies through
the merger of Spirit with and into CCPT II, with CCPT II continuing as the
surviving entity. The Combined Corporation will be named “Spirit Realty
Capital, Inc.”
CCPT II has applied to list the shares of the Combined
Corporation, including the shares to be issued to Spirit stockholders in the
merger, on the NYSE upon the closing of the merger. It is expected that the
shares of the Combined Corporation common stock will trade on the NYSE
under Spirit’s current symbol “SRC”.
The merger agreement also provides for the merger of Cole Operating
Partnership II, referred to herein as the CCPT II Partnership, with Spirit
Realty,
L.P.,
referred
to
herein
as
the
Spirit
Partnership,
with
the
Spirit
Partnership continuing as the surviving entity, referred to herein as the
partnership merger. |
 ©2013 Cole Capital Advisors. All Rights Reserved.
6
CCPT II PROXY
Q:
What will happen in the proposed transaction?
A:
As a result of the merger, each issued and outstanding share of Spirit
common stock will be converted automatically into the right to receive 1.9048
shares of common stock, par value $0.01 per share, of the Combined
Corporation, which equates to an inverse exchange ratio of 0.525
shares of
Spirit common stock for one share of CPPT II common stock.
As a result of the partnership merger, each partnership unit of the CCPT II
Partnership held by Cole REIT Advisors II, LLC, referred to herein as the
Advisor (as the sole limited partner), will be converted into one validly issued
share of the Combined Corporation common stock, and each partnership unit
of the CCPT II Partnership held by CCPT II will automatically be
retired and
will cease to exist; each outstanding unit in the Spirit Partnership will remain
outstanding; and the general partner interest of the Spirit Partnership will
constitute the only general partner interests in the surviving
partnership. |
 ©2013 Cole Capital Advisors. All Rights Reserved.
7
CCPT II PROXY
Q:
Who can vote at the stockholder meetings?
A:
All CCPT II stockholders of record as of the close of business on March 27,
2013, the record date for determining stockholders entitled to notice of and to
vote at CCPT II’s annual meeting, are entitled to receive notice of and
to vote at the CCPT II annual meeting. As of the record date, there
were 208,584,611
shares of CCPT II common stock outstanding and entitled to vote at the
CCPT II annual meeting, held by approximately 40,824 holders of record.
Each share of CCPT II common stock is entitled to one vote on each proposal
presented at the CCPT II annual meeting. |
 ©2013 Cole Capital Advisors. All Rights Reserved.
8
CCPT II PROXY
Q:
What vote is required to approve the proposals?
•
Approval of the proposal of CCPT II to approve the merger and the other
transactions contemplated by the merger agreement requires the
affirmative vote of the holders of at least a majority of the outstanding
shares of CCPT II common stock entitled to vote on such proposal.
•
Approval of the proposal to elect directors requires the affirmative vote of
the holders of at least a majority of shares of CCPT II common stock
present in person or by proxy at the meeting.
•
Approval of the proposal of CCPT II to adjourn the annual meeting, if
necessary or appropriate, to solicit additional proxies in favor
of the
proposal to approve the merger and the other transactions contemplated
by the merger agreement requires the affirmative vote of a majority of the
votes cast on such proposal.
A: |
 ©2013 Cole Capital Advisors. All Rights Reserved.
9
CCPT II PROXY
Q:
Can my broker or other nominee vote my
shares of CCPT II common stock?
A:
No. If you hold your shares of CCPT II common stock in a stock brokerage
account, or custodial account, you must vote your shares.
|
 ©2013 Cole Capital Advisors. All Rights Reserved.
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CCPT II PROXY
Q: Do I need to do anything with my stock certificates now?
A:
If you are a CCPT II stockholder, you are not required to take any action with
respect to your CCPT II book-entry shares. Such book-entry shares
will represent shares of the Combined Corporation after the merger.
|
 ©2013 Cole Capital Advisors. All Rights Reserved.
11
CCPT II PROXY
Q: When is the merger expected to be completed?
A:
CCPT II and Spirit expect to complete the merger as soon as reasonably
practicable following satisfaction of all of the required conditions. If the
stockholders of both CCPT II and Spirit approve the merger and the other
conditions to closing the merger are satisfied or waived, it is expected that the
merger will be completed in the third quarter of 2013. However, there is no
guaranty that the conditions to the merger will be satisfied or that the
merger will close. |
 ©2013 Cole Capital Advisors. All Rights Reserved.
12
How to Vote?
(888) 409-4185
CCPT II PROXY |
 ©2013 Cole Capital Advisors. All Rights Reserved.
13
Timeline
CCPT II PROXY |
 ©2013 Cole Capital Advisors. All Rights Reserved.
14
CCPT II PROXY
Disclaimer
Additional Information and Where to Find It
This document is not a substitute for the Registration Statement on Form S-4 (File No.
333-187122) that CCPT II filed with the SEC in connection with the proposed merger with
Spirit, or the definitive joint proxy statement/prospectus sent to security holders of CCPT II
and Spirit on or about April 2, 2013 seeking their approval of the proposed merger. INVESTORS
AND SECURITY HOLDERS OF CCPT II AND SPIRIT ARE URGED TO CAREFULLY READ THE DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS DATED APRIL 2, 2013, WHICH WAS SENT TO SECURITY HOLDERS OF CCPT II
AND SPIRIT ON OR ABOUT APRIL 2, 2013, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED
RISK FACTORS. Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by 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. 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.
Participants in the Solicitation
CCPT II and Spirit and their respective
directors, executive officers and certain members of management and employees may be considered
“participants in the solicitation” of proxies from CCPT II’s stockholders and Spirit’s
stockholders in connection with the merger. Information regarding such persons and a description of
their interests in the merger is available in the joint proxy statement/prospectus filed with
the SEC. 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 Securities Act of 1933, as amended.
CCPT
II
and
Spirit
with
the
SEC
at
the
SEC’s
web
site
at
www.sec.gov.
Copies
of
the
documents
filed
by
CCPT |