Edgar Filing: SPIRIT REALTY CAPITAL, INC.

425

Cole Credit Property Trust II

Advisor Webinar –

Proxy Vote Update

Filed by Cole Credit Property Trust II, Inc.

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-6

Under the Securities Exchange Act of 1934

Subject Company: Spirit Realty Capital, Inc.

Registration Statement No. 333-187122

CCPT II PROXY

Forward-Looking Statements

Certain statements contained in this document, 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. We intend 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 our 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 our performance in future periods. Such forward-looking statements can generally be

identified by our 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 with the Securities and Exchange Commission (the “SEC”). We make no

representation or warranty (express or implied) about the accuracy of any such forward-looking

statements contained in this document, and we do not intend, and undertake no obligation, to

publicly update or revise any forward-looking statements, whether as a result of new information,

future events, or otherwise.

CCPT II PROXY

Proxy –

What are we asking from Shareholders?

Background:

•

CCPT II and Spirit Realty Capital (“Spirit”) have entered into an agreement

and plan of merger

•

If completed, the merger will create one of the largest triple-net REITs in the

•

It is expected that the Combined Corporation will trade on the New York

Stock Exchange, referred to herein as the NYSE, under the symbol

“SRC”

Shareholder Request:

•

Carefully read all proxy materials

•

Submit a proxy vote to ensure shares are represented in advance of the

CCPT II Annual Meeting (scheduled for June 12th)

CCPT II PROXY

Why Vote?

YOUR VOTE IS IMPORTANT

Whether or not shareholders plan to attend the annual meeting, they should submit a proxy

to vote their

promptly

possible.

submit

proxy,

complete,

sign,

date and

mail the proxy card in the preaddressed postage-paid envelope provided or, call the toll

free telephone number listed on the proxy card (888) 409-4185 or use the Internet as

described in the instructions on the proxy card to submit the proxy.

Submitting

proxy

will

assure

that

shareholders’

votes

are

counted

the

annual

meeting if

they

not

attend

person.

CCPT II PROXY

What is the proposed transaction?

CCPT II and Spirit are proposing a combination of their companies through

the merger of Spirit with and into CCPT II, with CCPT II continuing as the

surviving entity. The Combined Corporation will be named “Spirit Realty

Capital, Inc.”

CCPT II has applied to list the shares of the Combined

Corporation, including the shares to be issued to Spirit stockholders in the

merger, on the NYSE upon the closing of the merger. It is expected that the

shares of the Combined Corporation common stock will trade on the NYSE

under Spirit’s current symbol “SRC”.

The merger agreement also provides for the merger of Cole Operating

Partnership II, referred to herein as the CCPT II Partnership, with Spirit

Realty,

L.P.,

referred

herein

the

Spirit

Partnership,

with

the

Spirit

Partnership continuing as the surviving entity, referred to herein as the

partnership merger.

CCPT II PROXY

What will happen in the proposed transaction?

As a result of the merger, each issued and outstanding share of Spirit

common stock will be converted automatically into the right to receive 1.9048

shares of common stock, par value $0.01 per share, of the Combined

Corporation, which equates to an inverse exchange ratio of 0.525

shares of

Spirit common stock for one share of CPPT II common stock.

As a result of the partnership merger, each partnership unit of the CCPT II

Partnership held by Cole REIT Advisors II, LLC, referred to herein as the

Advisor (as the sole limited partner), will be converted into one validly issued

share of the Combined Corporation common stock, and each partnership unit

of the CCPT II Partnership held by CCPT II will automatically be

retired and

will cease to exist; each outstanding unit in the Spirit Partnership will remain

outstanding; and the general partner interest of the Spirit Partnership will

constitute the only general partner interests in the surviving partnership.

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Who can vote at the stockholder meetings?

All CCPT II stockholders of record as of the close of business on March 27,

2013, the record date for determining stockholders entitled to notice of and to

vote at CCPT II’s annual meeting, are entitled to receive notice of and to vote

at the CCPT II annual meeting. As of the record date, there were

208,584,611

shares of CCPT II common stock outstanding and entitled to vote at the

CCPT II annual meeting, held by approximately 40,824 holders of record.

Each share of CCPT II common stock is entitled to one vote on each proposal

presented at the CCPT II annual meeting.

CCPT II PROXY

What vote is required to approve the proposals?

•

Approval of the proposal of CCPT II to approve the merger and the other

transactions contemplated by the merger agreement requires the

affirmative vote of the holders of at least a majority of the outstanding

shares of CCPT II common stock entitled to vote on such proposal.

•

Approval of the proposal to elect directors requires the affirmative vote of

the holders of at least a majority of shares of CCPT II common stock

present in person or by proxy at the meeting.

•

Approval of the proposal of CCPT II to adjourn the annual meeting, if

necessary or appropriate, to solicit additional proxies in favor

of the

proposal to approve the merger and the other transactions contemplated

by the merger agreement requires the affirmative vote of a majority of the

votes cast on such proposal.

CCPT II PROXY

Can my broker or other nominee vote my

shares of CCPT II common stock?

No. If you hold your shares of CCPT II common stock in a stock brokerage

account, or custodial account, you must vote your shares.

CCPT II PROXY

Q: Do I need to do anything with my stock certificates now?

If you are a CCPT II stockholder, you are not required to take any action with

respect to your CCPT II book-entry shares. Such book-entry shares will

represent shares of the Combined Corporation after the merger.

CCPT II PROXY

Q: When is the merger expected to be completed?

CCPT II and Spirit expect to complete the merger as soon as reasonably

practicable following satisfaction of all of the required conditions. If the

stockholders of both CCPT II and Spirit approve the merger and the other

conditions to closing the merger are satisfied or waived, it is expected that the

merger will be completed in the third quarter of 2013. However, there is no

guaranty that the conditions to the merger will be satisfied or that the merger

will close.

How to Vote?

(888) 409-4185

CCPT II PROXY

Timeline

CCPT II PROXY

CCPT II PROXY

Disclaimer

Additional Information and Where to Find It

This document is not a substitute for the Registration Statement on Form S-4 (File No. 333-187122) that CCPT II

filed with the SEC in connection with the proposed merger with Spirit, or the definitive joint proxy

statement/prospectus sent to security holders of CCPT II and Spirit on or about April 2, 2013 seeking their

approval of the proposed merger. INVESTORS AND SECURITY HOLDERS OF CCPT II AND SPIRIT ARE

URGED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS DATED APRIL

2, 2013, WHICH WAS SENT TO SECURITY HOLDERS OF CCPT II AND SPIRIT ON OR ABOUT APRIL 2,

2013, AS IT CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED RISK FACTORS. Investors and

security holders may obtain a free copy of the joint proxy statement/prospectus and other documents filed by

II with the SEC will be available free of charge by directing a written request to Cole Credit Property Trust II, Inc.,

2325 East Camelback Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor Relations. Copies of the

documents filed by Spirit with the SEC will be available free of charge on Spirit’s website at www.spiritrealty.com

or by directing a written request to Spirit Realty Capital, Inc., 16767 North Perimeter Drive, Suite 210, Scottsdale,

Arizona 85260, Attention: Investor Relations.

Participants in the Solicitation

CCPT II and Spirit and their respective directors, executive officers and certain members of management and

employees may be considered “participants in the solicitation” of proxies from CCPT II’s stockholders and Spirit’s

stockholders in connection with the merger. Information regarding such persons and a description of their

interests in the merger is available in the joint proxy statement/prospectus filed with the SEC.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall

there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to

registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be

made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as

amended.

CCPT

and

Spirit

with

the

SEC

the

SEC’s

web

site

www.sec.gov.

Copies

the

documents

filed

CCPT