Attached files
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| EX-99.1 - CCPT 8-K EXHIBIT 99 - Cole Credit Property Trust Inc | ccpt_ex99.htm |
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date
of Report (Date of earliest event reported): February 1,
2010
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Cole
Credit Property Trust, Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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000-51962
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20-0939158
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2555
East Camelback Road, Suite 400, Phoenix, Arizona 85016
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(Address
of principal executive offices; zip code)
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(602)
778-8700
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(Registrant’s
telephone number, including area code)
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None
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(Former
name or former address, if changed since last
report)
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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
8.01 Other
Events.
Estimated
Value Per Share
Cole
Credit Property Trust, Inc. (the “Company”) is reporting an estimate of the net
asset value per share of its common stock for purposes of assisting fiduciaries
of plans subject to the annual reporting requirements of the Employee Retirement
Income Security Act, as amended (“ERISA”), and IRA trustees or custodians, which
prepare reports relating to an investment in the Company’s shares.
The
annual statement of value for stockholders subject to ERISA and to certain other
plan stockholders is only an estimate and may not reflect the actual value of
shares of the Company’s common stock. The Company’s board of
directors engaged a third-party valuation company to develop the estimates and
to provide advice in determining the estimated net asset value per
share. The estimated net asset value per share was derived by using
various valuation methodologies, which employed a range of assumptions and
considered the impact of trends in the economy and the real estate
industry. Based on the results of the methodologies, the Company’s
board of directors selected a value within the range of values as the estimated
net asset value per share of $7.65 as of December 31, 2009. Because
this is only an estimate, the Company may subsequently revise any annual
valuation that is provided. There can be no assurance, however, with
respect to the estimated net asset value per share, that:
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§
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the
estimated value per share would actually be realized by the Company’s
stockholders upon liquidation, because this estimate does not necessarily
indicate the price at which properties can be
sold;
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§
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the
Company’s stockholders would be able to realize estimated net asset values
if they were to attempt to sell their shares, because no public market for
the Company’s shares exists or is likely to
develop;
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§
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this
estimate of value reflects the price or prices at which the Company’s
common stock would or could trade if it were listed on a national stock
exchange; or
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§
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that
the annual statement of value, or method used to establish such value,
complies with any reporting and disclosure or annual valuation
requirements under ERISA or the Internal Revenue
Code.
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Attached
to this Form 8-K as Exhibit 99.1 is a copy of a letter the Company will send to
its stockholders on or about February 26, 2010 in connection with, among other
things, the Company’s annual statement of value.
Share
Redemption Program
In
accordance with the Company’s share redemption program, effective January 1,
2010, the purchase price for the redeemed shares will equal the lesser of (1)
the price actually paid for those shares or (2) either (i) $8.50 per share or
(ii) 90.0% of the net asset value per share. Therefore, the share
redemption price would be $6.89 per share. However, the Company’s
share redemption program provides that the Company’s board of directors must
determine at the beginning of each fiscal year the maximum amount of shares that
the Company may redeem during that year. The Company’s board of
directors has determined that no amounts were to be made available for
redemption during the year ending December 31, 2010.
Distribution
The board
of directors of the Company declared a daily distribution rate of $0.001369999
per share for holders of record for each day in the month of March
2010. This equates to a 5.00% annualized distribution rate based on a
purchase price of $10 per share and a 6.54% annualized distribution rate based
on the current valuation of $7.65 per share.
The
statements and certain other information contained in this Report, which can be
identified by the use of forward-looking terminology such as “may,” “will,”
“expect,” “continue,” “remains,” “intend,” “aim,” “should,” “prospects,”
“could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” and
“probable,” or the negative thereof or other variations thereon or comparable
terminology, constitute “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, and are subject to the safe
harbors created thereby. These statements should be considered as subject
to the many risks and uncertainties that exist in the Company’s operations and
business environment. Such risks and uncertainties could cause actual
results to differ materially from those projected. These uncertainties
include, but are not limited to, economic conditions, market demand and pricing,
competitive and cost factors, and other risk factors.
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SIGNATURES
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 thereunto duly authorized.
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Dated
: February 1,
2010
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COLE
CREDIT PROPERTY TRUST, INC.
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By:
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/s/
D. Kirk McAllaster, Jr.
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Name:
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D.
Kirk McAllaster, Jr.
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Title:
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Executive
Vice President and Chief Financial
Officer
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