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): June 12, 2013

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 5.07 Submission of Matters to a Vote of Security Holders

Cole Credit Property Trust II, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on June 12, 2013 (the “Annual Meeting”). As of March 27, 2013, the record date for the Annual Meeting, there were 208,584,611 common shares issued and outstanding and entitled to vote at the Annual Meeting.

Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s definitive Joint Proxy Statement/Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on April 2, 2013, as amended by the Supplement to Joint Proxy Statement/Prospectus, filed with the SEC on May 10, 2013 and as further amended by the Supplement to Joint Proxy Statement/Prospectus, filed with the SEC on June 4, 2013:

The Company’s stockholders approved the merger of Spirit Realty Capital, Inc. (“Spirit”) with and into the Company (the “Merger”) pursuant to the Agreement and Plan of Merger, dated as of January 22, 2013, as amended by the First Amendment to Agreement and Plan of Merger, dated as of May 8, 2013 (the “Merger Agreement”), by and among the Company, Spirit, Cole Operating Partnership II, LP and Spirit Realty, L.P. and the other transactions contemplated by the Merger Agreement by the following vote:

For	Against	Abstain	Broker Non-Votes
123,125,352.81	2,429,779.20	3,086,820.67	—

The Company’s stockholders elected three directors to serve until the earliest of the Company’s 2014 annual meeting of stockholders and until their successors are duly elected and qualify or, if the Merger is completed, the effective time of the Merger. The voting results for each of the three nominees were as follows:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Christopher H. Cole	124,934,806.18	3,707,146.50	—
Marcus E. Bromley	125,122,498.60	3,519,454.08	—
George N. Fugelsang	125,042,670.82	3,599,281.86	—

Because the holders of a majority of the outstanding shares approved the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement, the vote to approve the adjournment of the Annual Meeting if there had not been sufficient votes to approve the Merger was not called.

No other proposals were submitted to a vote of the Company’s stockholders.

Item 7.01 Regulation FD Disclosure.

On June 12, 2013, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference, announcing that stockholders of the Company have approved the Merger.

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 SEC.

Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K, including the attached Exhibit 99.1, 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. The Company intends 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 the Company’s 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 the Company’s performance in future periods. Such forward-looking statements can generally be identified by the Company’s 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

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with the SEC. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Current Report on Form 8-K, and the Company does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

Exhibit NumberDescription

99.1            Press release issued by Cole Credit Property Trust II, Inc. on June 12, 2013.

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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: June 12, 2013	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

	Cole Real Estate Investments 2325 E. Camelback Road, Suite 1100 Phoenix, Arizona 85016

For further information, contact:     John Bacon, Vice President, Marketing Cole Real Estate Investments jbacon@colecapital.com Media inquiries, contact Great Ink Communications: (212) 741-2977
Eric Waters - eric.waters@greatink.com Tom Nolan - tom@greatink.com

FOR IMMEDIATE RELEASE

COLE CREDIT PROPERTY TRUST II STOCKHOLDERS APPROVE

MERGER WITH SPIRIT REALTY CAPITAL

***

PHOENIX, AZ: (June 12, 2013) - Cole Credit Property Trust II, Inc. (CCPT II), a real estate investment trust (REIT) that invests in net-leased necessity real estate, announced that at its annual meeting held today, stockholders approved the merger, pursuant to the definitive agreement dated January 22, 2013, of Spirit Realty Capital with CCPT II. Approximately 62% of the outstanding shares of CCPT II common stock voted with respect to the proposed merger and of those outstanding shares that voted, approximately 96% voted in favor of the merger.

Assuming completion of the merger, the combined company will create one of the largest publicly traded net-lease REITs in the United States. Upon closing of the transaction, Spirit Realty Capital stockholders will receive a fixed exchange ratio of 1.9048 shares of common stock of the combined company for each share of Spirit Realty Capital common stock owned.

“This transaction currently represents a positive cumulative total return on stockholders’ investment and provides an opportunity for liquidity in what will be one of the largest publicly traded net lease REITs,” said Marc Nemer, Chief Executive Officer of Cole Real Estate Investments, Inc. (Cole), parent company of CCPT II’s sponsor and manager.

Upon the closing of the merger, the combined company, which will retain the Spirit Realty Capital name and is expected to trade on the New York Stock Exchange under the ticker symbol “SRC,” will own approximately 1,900 properties in 48 states. The current management team of Spirit Realty Capital will lead the combined company. The closing of the merger remains subject to the satisfaction of other conditions but is expected to be completed in the third quarter of this year.

Jeff Holland, Cole’s President and Chief Operating Officer, explained: “Our disciplined investment philosophy of acquiring high-quality, income producing properties, net-leased long-term to creditworthy tenants, was the foundation that allowed the CCPT II portfolio of assets to deliver great results. This transaction provides Spirit Realty stockholders the opportunity to own a best-in-class net-lease portfolio.”

***

	Cole Real Estate Investments 2325 E. Camelback Road, Suite 1100 Phoenix, Arizona 85016

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.

About Cole Real Estate Investments, Inc.

Cole Real Estate Investments, Inc. is an industry-leading REIT that acquires and manages real estate assets leased long-term to a high-quality, diversified tenant base comprised of industry leaders. Since 1979, Cole has leveraged its deep relationships, efficiencies of scale and rigorous operational processes to accretively acquire and actively manage retail, office and industrial properties. Cole Real Estate Investments owns 1,013 assets representing approximately 43 million square feet of commercial real estate in 48 states, with an acquisition cost of $7.7 billion. Through its private capital business, Cole Capital, Cole manages 1,031 additional properties with an acquisition cost of approximately $6 billion. Cole anticipates listing on the New York Stock Exchange-listed (NYSE: COLE). To learn more, visit www.colereit.com.

Forward-Looking Statements

Certain statements contained in this press release, 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. CCPT II intends 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 CCPT II’s 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 CCPT II’s performance in future periods. Such forward-looking statements can generally be identified by the CCPT II’s 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 press release. CCPT II makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this press release, and CCPT II does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.