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): May 19, 2020

Cole Office & Industrial REIT (CCIT II), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	000-55436	46-2218486
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2398 East Camelback Road, 4th Floor, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Item 7.01 Regulation FD Disclosure.

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter from Cole Office & Industrial REIT (CCIT II), Inc. (the “Company”) to its stockholders. Mailing of the letter to the Company’s stockholders will commence on or about May 19, 2020, and the letter is incorporated in its entirety into this Item 7.01.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Cole Office & Industrial REIT (CCIT II), Inc. Letter to Stockholders, dated May 19, 2020.

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SIGNATURE

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

Dated: May 19, 2020	COLE OFFICE & INDUSTRIAL REIT (CCIT II), INC.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer)

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EX-99.1

Exhibit 99.1

May 19, 2020

Dear Shareholder,

We hope you and your family are safe and well. We are navigating uncertain times as the COVID-19 pandemic continues to exhibit far-reaching impacts. While the Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”) portfolio will not escape the effects of the economic slowdown caused by COVID-19, we believe CCIT II is well-positioned to maintain strength through the storm.

In 2019, CCIT II sold 18 industrial properties to Industrial Logistics Properties Trust (NASDAQ: ILPT) for approximately $624.7 million. CCIT II also acquired six commercial properties in 2019 totaling $269.2 million, adding more than 857,000 square feet of single-tenant net-leased assets to the CCIT II portfolio.

In December 2019, CCIT II’s Board of Directors authorized the declaration of a $1.03 per share special distribution to CCIT II’s Class A and Class T shareholders, which was paid in January 2020. CCIT II paid $42.24 million in distributions to shareholders in 2019.

While we are proud of our work in 2019, our focus is on managing CCIT II effectively through the COVID-19 pandemic. We will be communicating with shareholders regularly in the coming months regarding these key initiatives.

Recent Actions in Response to COVID-19

Liquidity & Financing » Our approach to financing is to maintain relatively low levels of leverage, utilizing unsecured financing where possible, and maximizing the tenor of outstanding debt. CCIT II had a net leverage ratio of approximately 40.2% as of March 31, 2020 and benefitted from cash and available capacity on its revolving credit facility of approximately $172 million as of April 30, 2020. » In an effort to position CCIT II for long-term success, we are exploring opportunities to increase CCIT II’s scale, as we believe larger companies will have a significant advantage as they navigate through and after the crisis. Tenant Rent Collection & Support » In April, CCIT II received 100% of base rent due from its tenants. We will work closely with tenants to address future needs for rent relief, if any, evaluating requests on a case-by-case basis. » We moved rapidly to compile information on government assistance programs for tenants. Additionally, CIM is uniquely positioned to support tenants through its affiliate lender, which offers Paycheck Protection Program loans. Cash Flow Management » During this period of disruption, we will determine the timing and amount of distributions on a monthly instead of a

quarterly basis, considering the monthly cash flow generated by CCIT II’s operations and other available liquidity. » We were pleased to declare a distribution for April 2020, albeit at the reduced monthly rate of $0.035 per share (less, in the case of Class T shares, the per share distribution and shareholder servicing fees that are payable with respect to the Class T shares), which is approximately 67% of the most recent monthly distribution rate. » Additionally, on May 1, 2020, we announced that the Board amended CCIT II’s share redemption program and distribution reinvestment plan so that either plan may be suspended by the Board without delay at any time if the Board believes the action to be in the best interests of CCIT II and its shareholders, allowing us to react quickly to changing economic circumstances. Valuation Timing » We believe it is appropriate to value CCIT II’s assets on a quarterly instead of annual basis during this time to help ensure that CCIT II’s share redemption program and distribution reinvestment plan are based on current values. We have engaged a third-party valuation firm to assess the value of CCIT II’s assets and liabilities quarterly until economic conditions stabilize.

While the full effects of the pandemic are unclear, we are committed to leaving no stone unturned managing CCIT II in a manner that will provide the greatest benefit to you, our valued shareholders. Shareholders can view all of CCIT II's communications and other disclosures that have been filed with the SEC by visiting www.cimgroup.com and clicking on “Investment Strategies,” then “Managed REIT Corporate Governance”. If you have any questions, please contact your financial advisor or the CIM Shareholder Relations team at 866.907.2653. We wish good health and safety for you and your family.

Sincerely,

Avraham Shemesh Chairman of the Board of Directors, Chief Executive Officer and President Cole Office & Industrial REIT (CCIT II), Inc. Co-Founder and Principal, CIM Group

CIM GROUP 2398 EAST CAMELBACK ROAD, 4TH FLOOR, PHOENIX ARIZONA 85016 PH 866.341.2653 FX 602.801.2736 CIMGROUP.COM

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