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):

September 16, 2013

Spirit Realty Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36004	20-1676382
(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

Cole Credit Property Trust II, Inc.

2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016

(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.):

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

¨ 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 Regulation FD

Spirit Realty Capital, Inc. (the “Company”) will make a series of presentations to members of the investment community as part of a road show program not associated with any offering of securities beginning September 16, 2013. A copy of the materials used in the presentation are attached hereto as Exhibit 99.1. The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The inclusion of the presentation materials and the information contained therein will not be deemed an admission as to the materiality of any such information.

The presentation materials furnished as Exhibit 99.1 to this Current Report on Form 8-K contain certain statements that may be deemed to be “forward-looking statements” under Federal securities laws and should be regarded solely as reflections of the Company’s current operating plans and estimates and not guarantees of future performance. These forward-looking statements are subject to known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated, due to a number of factors which include, but are not limited to, our continued ability to source new investments, risks associated with using debt to fund the company’s business activities (including refinancing and interest rate risks, changes in interest rates and/or credit spreads, changes in the real estate markets), risks related to the recent Spirit-CCPT II merger and our ability to integrate the portfolios, disruption from the merger making it more difficult to maintain business and operational relationships, unknown liabilities acquired in connection with the acquired CCPT II properties, portfolios of properties, or interests in real-estate related entities, effects of liquidity for former CCPT II shareholders and Spirit shareholders previously holding unregistered shares, and those discussed in the Company’s filings with the Securities and Exchange Commission from time to time, including the pre-merger entities’ Annual Reports on Form 10-K, as well as the Company’s press releases, which can be found on the Company’s website at www.spiritrealty.com. The Company expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

The exhibit furnished as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report.

(d) Exhibits.

Number	Exhibit
99.1	Investor Presentation Materials

SIGNATURES

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.

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

Date: September 16, 2013

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor Presentation Materials

EX-99.1

September 2013

Investor Presentation

The

New

Spirit

Exhibit 99.1

FORWARD LOOKING STATEMENT:

Statements contained in these slides and any accompanying oral presentation by Spirit Realty Capital, Inc. (the “Company”) that are

not strictly historical are forward-looking statements under Federal securities laws, which should be regarded solely as reflections of

our current operating plans and estimates and not guarantees of future performance. These forward-looking statements are subject to

known and unknown risks and uncertainties that can cause actual results to differ materially from those currently anticipated, due to a

number of factors which include, but are not limited to, our continued ability to source new investments, risks associated with using

debt to fund the company’s business activities (including refinancing and interest rate risks, changes in interest rates and/or credit

spreads, changes in the real estate markets), risks related to the Spirit-CCPT II merger and our ability to integrate the portfolios,

disruption from the merger making it more difficult to maintain business and operational relationships, unknown liabilities acquired in

connection with the acquired properties, portfolios of properties, or interests in real-estate related entities, effects of liquidity for former

CCPT II shareholders and Spirit shareholders previously holding unregistered shares, and those discussed in the Company’s filings

with the Securities and Exchange Commission from time to time, including the pre-merger companies’ Annual Reports on Form 10-K,

as well as the Company’s press releases, which can be found on the Company’s website www.spiritrealty.com. The Company

expressly disclaims any responsibility to update or revise forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

NOTICE REGARDING NON-GAAP FINANCIAL MEASURES:

This presentation contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures should not

be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Explanations of

these non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures can be found in

the Appendix at the end of this presentation.

Spirit Overview and Investment Highlights

Section 1

SRC

Overview

(1)

NYSE Ticker

SRC

Enterprise Value

$6.9 billion

Market Capitalization

$3.3 billion

Current Annual Dividend

$0.65625

Dividend Yield

7.3%

Current Share Price

$8.99

IPO Share Price

$7.87

(2)

Total Return Since IPO

+20%

3

Spirit Overview and Investment Highlights

Spirit, a single tenant, triple net REIT focused on

operationally essential real estate, owns a real estate

portfolio consisting of 2,046 properties (99% occupied with

an average remaining lease term of 11 years)

The portfolio is well-diversified by industry (19), tenants

(231), and geography (49 states) and has 49% investment

grade tenancy

(3)

In September 2012, Spirit was recapitalized through a

$500 million IPO with an enterprise value of $3.2 billion

and a market cap of $1.3 billion

In July 2013, Spirit merged with Cole Credit Property Trust

II, a $3.7 billion non-traded, public REIT and created a

$7.1 billion enterprise value company

Despite approximately 368 million shares becoming freely tradable over the past 12

months,

Spirit

shares

have

out

performed

its

competitors

and

the

market

(4)

Spirit is focused on generating and delivering sustainable and attractive returns for our

shareholders

Notes:

(1)

As of September 13, 2013

(2)

$15.00 initial share price divided by the 1.9048 conversion ratio associated with Cole II merger

(3)

Based

on

annualized

rental

revenue

from

tenants

with

actual

or

implied

credit

ratings

of

BBB-

or

higher.

Implied

credit

ratings

determined

using

Moody’s

KMV

licensed

software

(4)

Including

ARCP,

NNN,

O,

the

S&P

500,

and

the

RMS;

based

on

total

return

since

IPO,

per

Capital

IQ

1

st

Year’s Progress

Management Has Made Material Progress Since the IPO

4

Criteria

Sept. 2012

Jun.

2013

(1)

Portfolio

# of Properties

1,183

2,046

(5)

% of

Revenue

from

Investment

Grade

(2)

28%

49%

% of Revenue from Top Tenant

30%

16%

% of Revenue from Top 10 Tenants

52%

37%

Avg. Remaining Lease Term

11 years

11 years

Financial

Enterprise

Value

(3)

$3.2Bn

$7.1Bn

Market

Capitalization

(3)

$1.3Bn

$3.6Bn

G&A (% of Revenue)

8.8%

7.3%

Free Float

39%

99%

EBITDA

(3)

$253MM

$484MM

Total Debt

(4)

$1.9Bn

$3.6Bn

Total

Debt

/

EBITDA

(3)(4)

7.6x

7.5x

Notes:

(1)

Pro forma for Cole II merger which closed on July 17, 2013

(2)

Based

on

annualized

rental

revenue

from

tenants

with

actual

or

implied

credit

ratings

of

BBB-

or

higher.

Implied

credit

ratings

determined

using

Moody’s

KMV

licensed

software

(3)

Definition/ reconciliation in appendix

(4)

Represents debt principal balance outstanding

(5)

As of September 13, 2013

+863

+21%

(14%)

+$3.9Bn

(1.5%)

SRC prices IPO at $7.87

(2)

/ share

Spirit announces plans to merge with

Cole II

TLC lockup expires

Spirit announces 1

quarter results

Spirit added to the RMZ Index

Sponsor equity lockups expire

Spirit completes $7.1Bn merger

with Cole II

Strong Performance Since IPO

Demonstrated Public Company Track Record, Minimal Equity Overhang

Total Return (%)

Volume (MM)

5

Notes:

(1)

Implied cap rate calculation in appendix; FFO multiple is share price divided by consensus estimate

(2)

$15.00 initial share price divided by the 1.9048 conversion ratio associated with Cole II merger

(3)

Excludes first day of trading post-IPO

Ample opportunity for legacy

SRC equity and Cole retail to exit

–

Highly liquid stock

Equity overhang is behind us

with only execs and directors

locked up

Possible additional index

demand

–

S&P Real Estate Indices and

Dow Jones Real Estate

Indices

Observations

Annotations

Free Float: 40%

Shares: 65.2mm

ADTV:

0.5mm

(3)

Free Float: 69%

Shares: 111.4mm

ADTV: 1.2mm

Free Float: 98%

Shares: 159.0mm

ADTV: 1.9mm

Free Float: 99%

Shares: 367.5mm

ADTV: 5.7mm

Source: SNL Financial, Capital IQ

$2.0Bn of NTR equity becomes freely

tradable

0

5

10

15

20

25

0

20

40

60

80

100

120

140

160

180

Sep-12

Oct-12

Nov-12

Dec-12

Jan-13

Feb-13

Mar-13

Apr-13

May-13

Jun-13

Jul-13

Sep-13

A

B

C

D

E

F

G

Current Valuation of

7.8% cap rate and

12.2x

2014E

FFO

(1)

IPO Valuation of 8.8%

cap rate and 10.2x NTM

FFO

(1)

Total Return Since SRC

IPO

SRC

+20%

S&P 500

+18%

ARCP

+11%

NNN

+5%

RMS

+4%

O

+0%

G

B

A

C

D

E

F

st

Operational Overview

Section 2

Notes:

(1)

Excludes mortgage notes receivables and vacant properties

(2)

Represents unit-level coverage ratio of EBITDAR to cash interest paid and rent expense; weighted by rent

(3)

Based

on

annualized

rental

revenue

from

tenants

with

actual

or

implied

credit

ratings

of

BBB-

or

higher.

Implied

credit

ratings

determined

using

Moody’s

KMV

licensed

software

7

Operational Highlights

Focus on retail real estate that is operationally essential to tenant profits

–

Including non-rated tenants with strong credits, but otherwise overlooked by traditional lenders

Market segment allows for favorable lease structuring

–

96% of portfolio has rent escalations

–

Approximately half of the portfolio under master lease

Historical credit loss of only 3.6% in total across 10 years

Portfolio occupancy rate has never been below 95% and 10 year average is greater than 99%

–

80% historical lease renewal rate

Market segment allows for favorable lease structuring

–

Weighted

average

EBITDAR

coverage

ratio

of

2.58x

(2)

–

49%

of

tenants

are

investment

grade

(3)

Differentiated Business Strategy

Seasoned, Cycle-Tested Portfolio

$412

$803

$1,375

$750

$133

$37

$164

$91

$81

$349

$1,243

$1,103

$124

$143

$121

$8

0

500

1,000

1,500

2,000

2004

2005

2006

2007

2008

2009

2010

2011

2012

1H13

Acquisition Vintage

Amounts in  Millions

(1)

Over 90% of the portfolio

was acquired before 2009

SRC

Cole

Large Diverse Portfolio

Notes:

(1)

By rental revenue

(2)

Does not include investments of mortgage notes receivable and vacant properties

Credit Diversity

8

Industry Diversity

Investment

Grade / Implied

Investment

Grade

(2)

Non-Investment

Grade / Implied

Non-Investment

Grade

Not Rated

Specialty  Retail

Restaurants

Department / Discount

Drug Stores

Other

Top Tenants

# of Prop.

% of Portfolio

(1)

(S&P/Moody’s)

181

15.6%

BB

70

4.3%

A-

109

3.5%

BB+

201

2.4%

BBB-

9

2.3%

B+

83

2.0%

BBB

36

1.7%

BBB

12

1.5%

BB+

8

1.5%

A-

4

1.3%

A-

14

1.2%

BB

8

1.2%

BBB+

8

1.2%

A

21

1.1%

BB-

9

1.1%

BBB

Total Top 15

773

41.9%

Spirit's Top Tenants Represent an Attractive Mix of Industries and Credits

(1)(2)

Large Diverse Portfolio

Spirit’s

Portfolio

is

Geographically

Well-Diversified

Retail

Real

Estate

9

Number of Properties

Retail

Industrial

Office, 3%

Distribution, 2%

Service, 1%

70%+ Less Than

$4.0MM

Notes:

(1) By rental revenue

(2) Does not include investments of mortgage note portfolios and vacant properties

Property Type Diversification

Property Value Diversification

(1)(2)

Lease Profile with Predictable Revenue

Source:

Company filings

Occupancy

Lease Expiration

Lease Escalation

(3)

0.8

2.3

2.8

4.1

4.3

4.5

3.7

6.9

7.8

3.9

58.8

0.0

10.0

20.0

30.0

40.0

50.0

60.0

70.0

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023 and

thereafter

(%)

10

Lease Structure

(2)

Notes:

(1) By rental revenue

(2) Does not include investments of mortgage notes receivable and vacant properties

(3) Does not include investments in multi-tenant properties

% Contractual Fixed

% With Contractual CPI-Related

% Flat

% Other

% NNN

% NN

(10.0%)

(5.0%)

0.0%

5.0%

10.0%

80.0%

90.0%

100.0%

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

GDP Growth

Spirit Occupancy Rate

Financial Overview

Section 3

Balance Sheet Data

SRC Has Long-Term Leases and Well-Laddered Debt Maturities

Balance Sheet

(1)

$7.1 billion in total assets

–

Almost entirely owned real estate

–

Long-term leases

$3.6 billion in debt principal balance

outstanding

–

Only $141 million in short-term,

variable facility

–

$925 million in Master Trust bonds;

this facility (or similar structure) can

be used to issue investment

grade bonds

–

Remainder in laddered, property-

level CMBS debt

–

Weighted average rate on debt

outstanding is approximately 5.66%

–

No significant maturities until 2016

–

Leverage is 7.5x

(3)

Scheduled

Principal

Amortization

(2)

Balloon Payments at Maturity

(2)

Notes:

(1)

Post-merger, pro forma as of June 30, 2013

(2)

Post-merger, contractual debt maturities (July 1, 2013)

(3)

Debt / EBITDA, see appendix for EBITDA calculation / reconciliation

(4)

CMBS interest rate, contractual weighted average interest rate including revolver is 6.0%

$MM

Primarily

CMBS

Debt

Revolver

Debt

Contractual Weighted Avg.

Interest Rate

12

72

266

775

945

96

964

115

0

200

400

600

800

1,000

2H13

2014

2015

2016

2017

2018

Thereafter

4.3%

5.3%

6.3%

5.8%

5.7%

5.5%

$225MM by

2017

(4)

Annual Amortization

Cumulative

Amortization

$MM

24

55

55

49

42

40

106

0

100

200

300

400

2H13

2014

2015

2016

2017

2018

Thereafter

Income Statement Data

Note:

(1)

Continuing operations, excluding merger costs and impairments; calculation / reconciliation in appendix

Income Statement

Post-merger Pro Forma

$546 million in annualized revenue

$525 million in annualized NOI

G&A is 7.3% of revenue

A significant amount of property costs

relate to remaining multi-tenant

portfolio

1H13 pro forma annualized FFO was

approximately $0.75 per share

AFFO per share is estimated to be

between $0.77 and $0.82 per share

in 2014

13

Post-Merger Pro Forma

($000s)

2012

Annualized

Revenues

$   530,227

$   545,904

Property costs

24,441

21,234

Net operating income (“NOI”)

(1)

505,786

524,670

General and administrative

32,762

39,868

Acquisition costs

1,054

436

EBITDA

(1)

471,970

484,366

Interest

211,569

206,086

Income taxes

504

284

Funds from Operations (“FFO”)

(1)

$   259,897

$   277,996

1H13

Market Overview

Section 4

Benchmarking to Our Closest Comparables

Operational Statistics

(1)

Number of Properties

2,046

3,681

1,838

1,014

2,574

Square Feet (MM)

54.3

58.3

20.2

44.0

43.4

Occupancy Rate

99%

98%

98%

99%

100%

Average Remaining Lease

Term

11 yrs

11 yrs

12 yrs

12 yrs

10 yrs

% of Investment Grade

Tenants

49%

(2)

38%

(3)

Not Reported

55%

(3)

53%

(3)

% Retail

77%

78%

100%

66%

58%

Top 5 Tenants % Rent

28%

21%

23%

20%

21%

Top 10 Tenants % Rent

37%

34%

39%

33%

30%

Size, Occupancy, and Tenant Mix Similar to Sector-Leading Peers

15

Notes:

(1)

Sources: Company Filings; SRC statistics as of September 13, 2013; ARCP pro froma for ARCT IV and CapLease mergers

(2)

Based

on

annualized

rental

revenue

from

tenants

with

actual

or

implied

credit

ratings

of

BBB-

or

higher.

Implied

credit

ratings

determined

using

Moody’s

KMV

licensed

software

(3)

Company reported

Benchmarking to Our Closest Comparables

Notes:

(1)

Calculation / reconciliation in appendix

(2)

Per SNL

(3)

Principal value of debt + liquidation value of preferred equity / most recent quarter EBITDA annualized (COLE is “annualized normalized EBITDA”, ARCP prior to acquisition of CapLease and ARCT IV

(4)

Calculated by applying comps average multiple / yield to the respective SRC metric

16

Spirit Remains a Good Relative Valuation Opportunity

Comps

Average

Implied SRC

Share Price

(4)

Implied Cap Rate

(1)

7.8%

5.9%

6.3%

NA

NA

6.1%

$13.99

2014 AFFOx

(2)

11.5x

15.8x

14.6x

12.2x

11.5x

13.5x

$10.58

Dividend Yield

(2)

7.3%

5.6%

5.3%

5.9%

7.1%

6.0%

$11.00

AFFO Payout Ratio

(2)

82%

93%

82%

88%

103%

92%

NA

Leverage (Debt +

Preferred / EBITDA)

(3)

7.5x

6.9x

7.1x

5.7x

6.3x

6.5x

NA

Sources: SNL, SEC filings

What's Next for SRC?

Significantly reduced equity overhang

Q4

2013

-

our

first

full

reporting

period

as

a

merged

company

Continued portfolio management and asset recycling

Possible additional index inclusion

–

S&P Real Estate Indices and Dow Jones Real Estate Indices

2014 guidance

–

$0.77 to $0.82 of AFFO

–

Implied

dividend

coverage

of

117%

-

125%

(1)

Closing the valuation gap to peers through execution and investor education

Continue to identify and close on accretive acquisitions as the market allows

17

Note:

(1)

Based on current annualized dividend of $0.65625

Appendix & Financial Definitions

Appendix

Financial Definitions

19

NOI from Continuing Operations –                                                                                                                                                                     

expenses, merger costs, real estate acquisition costs, interest expense, depreciation and amortization, impairments, Cole II portfolio gains on sale

of real estate assets and property condemnations, and income tax expense (benefit).

EBITDA from Continuing Operations, as Adjusted –                                                                                                                                  

discontinued operations, interest expense, depreciation and amortization, and income tax expense (benefit); as further adjusted to eliminate the

impact of merger costs, impairments, and Cole II portfolio gains on sale of real estate assets and property condemnations.

EBITDAR –                                                                                                                                                                                                                    

depreciation and amortization, income tax expense (benefit), and rent.

FFO from Continuing Operations, as Adjusted –                                                                                                                                                     

real estate related depreciation and amortization, impairment charges, merger costs, and Cole II portfolio gains on sale of real estate assets and

property condemnations.

Enterprise Value –                                                                                                                                                    

Adjusted Funds from Operations (AFFO) –                                                                                                                                                             

REIT industry.   It adjusts FFO (defined below) to eliminate the impact of non-recurring items that are not reflective of ongoing operations and

certain non-cash items that reduce or increase net income in accordance with GAAP.  Our computation of AFFO may differ from the methodology

for calculating AFFO used by other equity REITs, and, therefore, many not be comparable to such other REITs. AFFO should not be considered

as a substitute for net income determined in accordance with U.S. GAAP as measures of financial performance.  Reconciliations from U.S. GAAP

net income available to common stockholders to AFFO are included in financial statements filed by the Company with the Securities and

Exchange Commission.

Funds from Operations –                                                                                                                                                                                         

estate-related depreciation and amortization, impairment charges and net losses (gains) on the disposition of real estate assets.  Its calculation

conforms to the standards established by the National Association of Real Estate Investment Trusts, or NAREIT.

Market Capitalization –                                                                                                                                                                                                   

as of the date indicated.

Represents

net

income

(loss)

(computed

in

accordance

with

GAAP),

excluding

general

and

administrative

Represents net income (loss) before the cumulative effect of income (loss) from

Represents net income (loss) before the cumulative effect of income (loss) from discontinued operations, interest expense,

Represents net income (loss) from continuing operations, adjusted to eliminate the impact of

Represents market capitalization plus the sum of long-term and short-term debt on the company's balance sheet less cash.

AFFO is a non-GAAP financial measure of operating performance used by many companies in the

Funds from Operations ("FFO") represents net income (loss) computed in accordance with GAAP, excluding real

Calculated by multiplying the number of shares outstanding by the closing share price of the company's common stock

NOI Reconciliations

20

Net Operating Income from Continuing Operations Reconciliations

Post-Merger Pro Forma

2012

1H13

Annualized

(1)

Income (Loss) from Continuing Operations

$51,163

$70,970

Adjustments:

General and Administrative Expense

32,762

39,868

Real Estate Acquisition Costs

1,054

436

Interest Expense

211,569

206,086

Depreciation and Amortization Expense

193,557

202,166

Impairments

15,816

5,506

Other Expense (Income)

(2)

(639)

(646)

Income Tax Expense (Benefit)

504

284

Net Operating Income from Continuing Operations

$505,786

$524,670

Notes:

(1)

First half 2013 post-merger, pro forma results multiplied by 2

(2)

Cole II portfolio gains on sale of real estate assets and property condemnations

EBITDA Reconciliations

21

EBITDA from Continuing Operations Excluding Merger Costs and Impairments Reconciliations

Post-Merger Pro Forma

2012

1H13

Annualized

(1)

Income (Loss) from Continuing Operations

$51,163

$70,970

Adjustments:

Interest expense

211,569

206,086

Depreciation and amortization expense

193,557

202,166

Impairments

15,816

5,506

Other

expense

(income)

(2)

(639)

(646)

Income tax expense (benefit)

504

284

EBITDA, from Continuing Operations Excluding Merger Costs and

Impairments

$471,970

$484,366

Notes:

(1)

First half 2013 post-merger, pro forma results multiplied by 2

(2)

Cole II portfolio gains on sale of real estate assets and property condemnations

FFO Reconciliations

22

FFO from Continuing Operations, as Adjusted Reconciliations

Post-Merger Pro Forma

2012

1H13

Annualized

(1)

Income (Loss) from Continuing Operations

$51,163

$70,970

Adjustments:

Depreciation and amortization expense

193,557

202,166

Impairments

15,816

5,506

Other

expense

(income)

(2)

(639)

(646)

Funds from Operations, Continuing Operations Excluding Merger Costs and

Impairments

$259,897

$277,996

Weighted average common shares outstanding (diluted)

371,172

FFO from continuing operations, as Adjusted per share

$0.75

Notes:

(1)

First half 2013 post-merger, pro forma results multiplied by 2

(2)

Cole II portfolio gains on sale of real estate assets and property condemnations

Implied Cap Rate Reconciliation

23

$MM, unless otherwise noted

Aggregate Value

(1)

12,355

5,857

less:

Loans

Receivable,

net

(2)

--

(40)

less: Accounts Receivable, net

(28)

(3)

less: Assets Held for Sale

(17)

(47)

less: Other Assets

(147)

(101)

plus: Accounts Payable & Accrued Expenses

77

17

plus: Distributions Payable

39

--

plus: Other Liabilities

29

88

plus: Minority Interest

–

–

Implied Real Estate Value

12,309

5,770

Q2 2013 Real Estate NOI Annualized

721

363

Implied Cap Rate

(3)

5.9%

6.3%

Notes:

(1) As of September 13, 2013 

(2) For National Retail Properties, includes mortgages, notes, and commercial mortgage interests

(3) Equals 2Q2013 real estate NOI annualized divided by implied real estate value

Source: Most recent SEC filings

Implied Cap Rate Reconciliation

24

$MM, unless otherwise noted

At IPO

Current

Aggregate Value

(1)

3,180

6,905

less: Loans Receivable, net

(61)

(123)

less: Accounts Receivable, net

–

–

less: Assets Held for Sale

(6)

(43)

less: Other Assets, net

(35)

(73)

plus: Accounts Payable & Accrued Expenses

25

84

plus: Distributions Payable

–

–

plus: Other Liabilities

–

–

plus: Minority Interest

–

–

Implied Real Estate Value

3,059

6,750

Real

Estate

NOI

Annualized

(2)

270

525

Implied Cap Rate

(3)

8.8%

7.7%

Source: SEC filings

Notes:

(1) “At IPO” as of pricing on September 19, 2012 (split adjusted share price of $7.87); “Current” as of September 13, 2013 (split adjusted share price of $8.99)

(2) Annualized NOI; “At IPO” NOI research estimated forward NTM, “Current” as of 2Q 2013

(3) Equals real estate NOI annualized divided by implied real estate value