Cole Real Estate Investments DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨		Preliminary Proxy Statement

¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨		Definitive Proxy Statement

x		Definitive Additional Materials

¨		Soliciting Material Under § 240.14a-12

COLE CREDIT PROPERTY TRUST III, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):



x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

Cole Credit Property Trust III

Advisor Webinar –

Proxy Vote Update

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN. THE

OFFERING IS MADE ONLY BY THE PROSPECTUS. THIS MATERIAL MUST BE READ IN CONJUNCTION WITH THE PROSPECTUS IN

ORDER TO UNDERSTAND FULLY ALL OF THE IMPLICATIONS AND RISKS OF THE OFFERING OF SECURITIES TO WHICH IT

RELATES. A COPY OF THE PROSPECTUS MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH THIS OFFERING.

SECURITIES DISTRIBUTED BY AFFILIATE BROKER/DEALER: COLE CAPITAL CORPORATION. MEMBER FINRA/SIPC

CCPT

III

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”). 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 presentation is filed with the Securities and Exchange Commission.

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

III

PROXY

Disclaimer

Additional Information and Where to Find It

This presentation may be deemed to be solicitation material in respect of the charter

amendments to be presented to Cole Credit Property Trust III, Inc. (“CCPT III”)

stockholders

for

consideration

the

2013

annual

stockholders’

meeting.

CCPT

III

has

filed

proxy

statement

with

the

SEC

connection

with

the

2013

annual

stockholders’

meeting.

STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER

RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE,

BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free

copy of the proxy statement and other relevant documents filed with the SEC at the SEC’s

website

www.sec.gov.

Copies

the

documents

filed

CCPT

III

with

the

SEC

will

available free of charge by directing a written request to Cole Credit Property Trust III, Inc.,

2325 East Camelback Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor

Relations.

Participants in Solicitation

CCPT III and its directors and executive officers and other members of management may

be deemed to be participants in the solicitation of proxies in respect of the charter

amendments

considered

the

2013

annual

stockholders’

meeting

CCPT

III.

Information regarding the interests of CCPT III’s directors and executive officers in the

proxy solicitation are included in CCPT III’s definitive proxy statement.

CCPT

III

PROXY

Proxy –

What are we asking from Shareholders?

Background:

•

On April 5, 2013 –

CCPT III announced the closing of its previously

announced acquisition of Cole Holdings Corporation (“Cole Holdings”), a

full-scale real estate investment management firm.

•

CCPT III is seeking stockholder approval to amend its charter to

eliminate

provisions applicable to non-listed companies and to more closely reflect the

charters of its publicly traded peers at its annual meeting to be held in June

2013.

•

CCPT III intends to list its common shares on the New York Stock

Exchange

(“NYSE”) promptly after the charter is amended.

Shareholder Request:

•

Carefully read all proxy materials.

•

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

CCPT III Annual Meeting (scheduled for June 19th).

CCPT

III

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 shares as promptly as possible. To submit a proxy,

complete,

sign,

date

and

mail

the

proxy

card

the

preaddressed

postage-paid

envelope

provided

or,

call

the

toll

free

telephone

number

listed

the

proxy

card

(888)

409-4185

use

the

Internet

described

the

instructions

the

proxy

card to submit the proxy.

Submitting a proxy will assure that shareholder vote is counted at the annual

meeting if they do not attend in person.

CCPT

III

PROXY

Why is the board of directors seeking to amend

and restate the charter?

When

the

acquisition

Cole

Holdings

was

completed,

became

self-advised

and

self-administered company, which means that we provide our own investment,

administrative, management, maintenance and other real estate services internally

through our own employees. Simultaneously with our announcement of our agreement

to acquire Cole Holdings, we announced our intent to list our shares of common stock

on the NYSE.

A charter amendment and restatement is desirable in connection with a listing of our

common stock. Our charter currently includes certain provisions required by the

Statement of Policy Regarding Real Estate Investment Trusts published by the North

American Securities Administrators Association (the “NASAA REIT Guidelines”) which

apply

REITs

with

that

are

publicly

registered

with

the

SEC

but

are

not

listed

on a national securities exchange. If we become a listed company, it will no longer be

necessary for our charter to include these provisions from the NASAA REIT Guidelines,

which are not typically included in the charters of exchange-traded REITs and other

companies, including our competitors. In addition to removing those NASAA REIT

Guidelines provisions from our charter that will no longer be necessary upon our listing,

we are seeking to update our charter in other respects to reflect recent developments in

public company governance and to more closely reflect NYSE listed company

standards.

CCPT

III

PROXY

Why is the company pursuing a listing

of the common stock?

Our acquisition of Cole Holdings will facilitate the listing of our shares of

common stock on the NYSE, and we agreed with Cole Holdings to

pursue a listing. With a successful listing on the NYSE as planned, our

stockholders will have greater access to liquidity with the flexibility to sell

or retain shares based on public market value. For our stockholders, this

represents the opportunity to achieve a liquidity event substantially earlier

than

was

previously

anticipated.

Currently,

our

stockholders’

options

for

liquidity

are

very

limited.

addition,

listed

company,

will

have

the

opportunity

better

access

institutional

investors

and

capital

sources.

CCPT

III

PROXY

The purpose of the meeting is to act on the following…

•

The election of five directors to hold office until the 2014 Annual Meeting of

Stockholders and until their successors are duly elected and qualify;

•

Approval of an amendment and restatement of our charter to be effective

immediately prior to a listing of our common stock on the NYSE.

CCPT

III

PROXY

Can a broker or other nominee vote their client’s

shares of CCPT III common stock?

No. If a stockholder holds his or her shares of CCPT III common stock in a

stock brokerage account, or custodial account, he or she must vote his or her

own shares.

CCPT

III

PROXY

Q: Does a stockholder need to do anything with his or her stock

certificates now?

CCPT III stockholders are not required to take any action with respect to their

CCPT III book-entry shares. Such book-entry shares represent shares of

CCPT III following consummation of the merger.

CCPT

III

PROXY

How to Vote?

(888) 409-4185

CCPT

III

PROXY

Timeline

Cole Real Estate Investments Inactive DEFA14AAdditional proxy soliciting materials