Cole Real Estate Investments, Inc. - FORM 8-K - November 13, 2012
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| EX-3.1 - EXHIBIT 3.1 - Cole Real Estate Investments, Inc. | exhibit31.htm | |||||
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): July 25, 2012 |
Cole Credit Property Trust III, Inc. | |||||||||
(Exact Name of Registrant as Specified in Its Charter) | |||||||||
Maryland | 000-53960 | 26-1846406 | |||||||
(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 5.03 Amendment to Articles of Incorporation or Bylaws
Effective November 8, 2012, Article II, Section 2.2 of the Amended and Restated Bylaws (the “Bylaws”) of Cole Credit Property Trust III, Inc. (the “Company”) was amended to provide that the annual meeting of the stockholders for the election of the directors and the transaction of any business within the powers of the Company shall be held on a date and at the time set by the board of directors; provided, however, that such meeting shall not be held less than thirty days after delivery of the annual report to the stockholders. This section of the Bylaws previously provided that the Company’s annual meeting of stockholders was required to be held in the month of May each year. A copy of the amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03.
Item 8.01 Other Events
Distributions
On November 8, 2012, the Company’s board of directors authorized a daily distribution, based on 365 days in the calendar year, of $0.001781016 per share (which equates to approximately 6.50% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of the close of business on each day of the period commencing on January 1, 2013 and ending on March 31, 2013. The payment date for each of the daily distributions of the period commencing on January 1, 2013 and ending on January 31, 2013 will be in February 2013. The payment date for each of the daily distributions of the period commencing on February 1, 2013 and ending February 28, 2013 will be in March 2013. The payment date for each of the daily distributions of the period commencing on March 1, 2013 and ending on March 31, 2013 will be in April 2013.
Property Acquisitions
During the three months ended September 30, 2012, the Company acquired controlling interests in 42 retail and commercial properties for an aggregate purchase price of $371.0 million (the “Acquisitions”). The Company purchased the Acquisitions with net proceeds from the Company’s follow-on public offering of common stock and its distribution reinvestment plan offering and through the issuance of mortgage notes. Based on purchase price, the following table summarizes the five largest Acquisitions made during the three months ended September 30, 2012:
Rentable | ||||||||||||||
Tenant | Purchase | Square | Physical | |||||||||||
Property Description | Industry | Date Acquired | Price | Feet (1) | Occupancy | |||||||||
EMC Corporation – Bedford, MA | Professional Services | July 25, 2012 | $ | 93,500,000 | 328,232 | 100 | % | |||||||
White Oak Village Retail Center – Richmond, VA | Various | August 30, 2012 | 68,000,000 | 434,228 | 88 | % | ||||||||
Stripes and Road Ranger Portfolio – Various (2) | Convenience Store | August 30, 2012 | 54,815,759 | 83,293 | 100 | % | ||||||||
Sysmex Corporate Center – Lincolnshire, IL | Manufacturing | August 31, 2012 | 49,733,333 | 162,739 | 100 | % | ||||||||
Benihana Portfolio – Various (3) | Restaurant | August 21, 2012 | 30,078,781 | 75,000 | 100 | % | ||||||||
(1) | Includes square feet of buildings that are on land subject to ground leases. | ||
(2) | The Stripes and Road Ranger portfolio consists of 14 single-tenant retail properties located in Illinois and Texas. | ||
(3) | The Benihana portfolio consists of nine single-tenant commercial properties located in seven states. | ||
Please refer to the Company’s condensed consolidated unaudited financial statements in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 for a discussion of additional real estate related acquisitions made during the quarter.
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Renewal of Advisory Agreement
On November 8, 2012, the Company’s board of directors approved a one year renewal of the Amended and Restated Advisory Agreement, as amended (the “Advisory Agreement”) with Cole REIT Advisors III, LLC, the Company’s advisor (the “Advisor”). As a result of the renewal, the Advisory Agreement is extended through November 30, 2013, and may be renewed for an unlimited number of successive one-year periods thereafter. In addition, the Company’s board of directors approved a one year renewal of the Property Management and Leasing Agreement by and among the Company, Cole REIT III Operating Partnership, LP, and Cole Realty Advisors, Inc., an affiliate of the Company’s Advisor. As a result of the renewal, the Property Management and Leasing Agreement is extended through November 30, 2013, and may be renewed for an unlimited number of successive one-year periods thereafter.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description of Exhibit |
3.1 | Amendment to Amended and Restated Bylaws dated November 8, 2012. |
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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: November 13, 2012 | COLE CREDIT PROPERTY TRUST III, INC. | ||
By: | /s/ Simon J. Misselbrook | ||
Name: | Simon J. Misselbrook | ||
Title: | Senior Vice President of Accounting | ||
Principal Accounting Officer | |||
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