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): August 27, 2012

Cole Credit Property Trust II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-51963	20-1676382
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrant's telephone number, including area code)
None
(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:

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

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

On August 27, 2012, Cole Real Estate Investments sent a letter to financial advisors providing an update regarding Cole Credit Property Trust II, Inc.’s (“CCPT II”) exit initiative. A copy of the letter is attached as Exhibit 99.1 hereto and incorporated herein by reference.

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; and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Letter to financial advisors dated August 27, 2012.

Certain statements in this Current Report may be considered forward-looking statements that reflect the current views of CCPT II’s management with respect to future events. Forward-looking statements about CCPT II’s plans, strategies, and prospects are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Forward-looking statements are not intended to be a guarantee of any event, action, result, outcome or performance in future periods. CCPT II does not intend or assume any obligation to update any forward-looking statements, and the reader is cautioned not to place undue reliance on them.

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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.

Dated: August 27, 2012	COLE CREDIT PROPERTY TRUST II, INC.
	By:	/s/ Gavin B. Brandon
	Name:	Gavin B. Brandon
	Title:	Vice President of Accounting
		Principal Accounting Officer

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EX-99.1

Exhibit 99.1

August 27, 2012

Dear Financial Advisor,

Last summer, we communicated to you that we believed we may be moving into a healthy market environment for a liquidity event for Cole Credit Property Trust II, Inc. (CCPT II), and would be evaluating options to take this investment program full cycle. We want to provide you with an update on this important initiative.

Maximizing shareholder value is our highest priority, and the timing of any exit strategy is crucial. High-quality, income-oriented real estate portfolios like CCPT II are an attractive asset class in the present market environment. As you can imagine, maximizing value in an exit event is a long and complicated process, and the CCPT II Board of Directors and its advisors have been working hard to select the option that is best calculated to produce optimal results for our shareholders. Premature disclosure about the types of transactions under consideration can be problematic for both legal and business reasons.

While we are limited regarding our discussion of specifics at this time, we can report that the CCPT II Board engaged Morgan Stanley and UBS Investment Bank in March 2012, after an extensive investment banking interview process, to move as expeditiously as possible toward a successful exit event for CCPT II. The CCPT II Board is currently working extensively with Morgan Stanley and UBS Investment Bank on a few concrete options to create a successful exit transaction, and we hope to be in a position to share details with you soon.

As the Board moves closer to making a final determination, we will make it a priority to keep you informed regarding our progress.

Thank you for your clients' investment in CCPT II and your partnership with Cole. If you have any questions about CCPT II, please call your Cole sales representative at 866-341-2653.

Sincerely,

Marc Nemer

President & Chief Executive Officer

Cole Real Estate Investments

Certain statements in this letter may be considered forward-looking statements that reflect the current views of Cole's management with respect to future events. Forward-looking statements about Cole's plans, strategies, and prospects are based on current information, estimates, and projections; they are subject to risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Forward-looking statements are not intended to be a guarantee of any event, action, result, outcome or performance in future periods. Cole does not intend or assume any obligation to update any forward-looking statements, and the reader is cautioned not to place undue reliance on them.

Cole Real Estate Investments • 2325 East Camelback Road, Suite 1100 • Phoenix, Arizona 85016

P: 866.341.2653 • F: 602.449.7000 • www.ColeCapital.com