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 28, 2017

Cole Office & Industrial REIT (CCIT III), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	333-209128 (1933 Act)	47-0983661
(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))

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 x

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 x

Item 1.01    Entry into a Material Definitive Agreement

On September 28, 2017, Cole Corporate Income Operating Partnership III, LP (“CCI III OP”), the operating partnership of Cole Office & Industrial REIT (CCIT III), Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”), by and among CCI III OP, JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender (“JPMorgan”) and KeyBank, National Association as a Lender (“KeyBank”), amending certain terms of the Credit Agreement dated as of September 23, 2016, by and among CCI III OP, JPMorgan and KeyBank (the “Credit Agreement”).

The Letter Agreement amends the definition of “Asset Value”, as defined in the Credit Agreement, to provide that the requirements that (i) no tenant or Qualified Property will account for greater than twenty-five percent (25%) of the Asset Value without the Administrative Agent’s reasonable approval, and (ii) that a minimum of thirty percent (30%) of the Consolidated Net Operating Income generated by Qualified Properties used to calculate Asset Value shall be derived from investment grade (BBB- or above by S&P or Baa3 or above by Moody’s) tenants or tenants whose lease obligations are guaranteed by such an investment grade entity, will apply as of the second anniversary date of the Credit Agreement instead of the first anniversary date. The Letter Agreement also provides that the requirement in Subsection 6.13(c)(i) that the pool of Qualified Properties not be less than five (5) Qualified Properties, with an aggregate Asset Value of at least $100,000,000, shall apply from and after the second anniversary of the Credit Agreement instead of beginning February 28, 2018. Other than as described above, the terms of the Credit Agreement remain unchanged. Capitalized terms used and not defined in this 8-K are defined in the Credit Agreement.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
10.1	Letter Agreement dated September 28, 2017 by and among Cole Corporate Income Operating Partnership III, L.P., JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender, and KeyBank National Association, as a Lender

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: September 29, 2017	COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Exhibit Index

Exhibit Number	Description
10.1	Letter Agreement dated September 28, 2017 by and among Cole Corporate Income Operating Partnership III, L.P., JPMorgan Chase Bank, N.A., as Administrative Agent and a Lender, and KeyBank National Association, as a Lender

EX-10.1

Exhibit 10.1

Cole Corporate Income Operating Partnership III, LP

September 28, 2017

Ryan Dempsey

JPMorgan Chase Bank, N.A.

201 N. Central Ave., Fl. 20

Mail Code: AZ1-1319

Phoenix, AZ 85004

JPMorgan Chase Bank, N.A.

10 South Dearborn, Fl. 07

Mail Code: IL1-0010

Chicago, IL 60603

Attention: Commercial Loan Services

Jennifer Power

Vice President - Institutional Real Estate

KeyBank Real Estate Capital

1200 Abernathy Road NE, Suite 1150

Atlanta, GA 30328

RE: Credit Agreement dated as of September 23, 2016 (the "Credit Agreement") among Cole Corporate Income Operating Partnership III, LP, as Borrower (the "Borrower"), and JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and a Lender, and KeyBank National Association, as a Lender

Ladies and Gentlemen:

All capitalized terms in this letter that are not herein defined, shall be as defined in the Credit Agreement.

By this letter, the Borrower hereby requests the approval and agreement of the Administrative Agent and Lenders of the following:

1. Effective as of September 23, 2017, the limitations in clauses (A), (B) and (F) of the first proviso in the definition of “Asset Value” contained in the Credit Agreement shall not apply until after the second anniversary date of the date of the Credit Agreement.

2. Notwithstanding the date of February 28, 2018 stated in Subsection 6.13(c)(i) of the Credit Agreement, not until the second anniversary date of the Credit Agreement, shall it be required that the Pool of Qualified Properties never be less than five (5) Qualified Properties, with an aggregate Asset Value of at least $100,000,000. Nothing in the immediately preceding sentence shall alter or limit the application of Subsection 6.13(c)(ii) of the Credit Agreement.

By Borrower's signature below, Borrower hereby approves and agrees to the items set forth above. By your respective signatures below, you hereby approve and agree to the items set forth above. Our respective approvals and agreements shall be limited to only the foregoing items and shall not modify, amend or waive any other term or provision of the Credit Agreement or any of the other Loan Documents. The approvals and agreements of the Borrower, Administrative Agent and Lenders below, and the Acknowledgement and Agreement of Guarantors may be executed in counterparts.

Very truly yours,

COLE CORPORATE INCOME OPERATING PARTNERSHIP III, LP, a Delaware limited partnership

By: COLE Office & Industrial REIT (CCIT III),

Inc., its General Partner

By:/s/ Nathan D. DeBacker    

Name: Nathan D. DeBacker

Title: Chief Financial Officer and

Treasurer

Agreed and approved as of the date first set forth above:

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender

By:/s/ Ryan Dempsey    

Name: Ryan Dempsey

Title:     Authorized Officer

KEYBANK NATIONAL ASSOCIATION, as a Lender

By:/s/ Jennifer Power    

Name: Jennifer Power

Title: Vice President

[Acknowledgement and Agreement of Guarantors on the following page]

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ACKNOWLEDGMENT AND AGREEMENT OF GUARANTORS

Each of the undersigned hereby acknowledges and consents to the foregoing and agrees that that the foregoing shall not in any way limit or reduce any of its respective liabilities and obligations pursuant to the Mortgage Instrument, the Guaranty or any other Loan Document previously executed by the undersigned. Executed as of the date first set forth above.

COLE Office & Industrial REIT (CCIT III),

Inc., a Maryland corporation

By:/s/ Nathan D. DeBacker    

Name:    Nathan D. DeBacker

Title:    Chief Financial Officer and Treasurer

VEREIT OFC Milford OH, LLC, a Delaware

limited liability company

By:    Cole Corporate Income Advisors III,

LLC, a Delaware limited liability company, its Manager

By:/s/ Todd Weiss    

Name:    Todd Weiss

Title:    General Counsel, Real Estate and

Assistant Secretary

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