UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 31, 2013
Cole Real Estate Investments, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 001–35974 | 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, including zip code, of principal executive offices)
(602) 778-8700
Registrant’s telephone number, including area code:
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:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
As previously reported in a Current Report on Form 8-K filed on October 23, 2013 with the Securities and Exchange Commission, on October 22, 2013, Cole Real Estate Investments, Inc. (the “Company”), entered into an Agreement and Plan of Merger with American Realty Capital Properties, Inc. (“ARCP”) and Clark Acquisition Company, LLC, a direct wholly owned subsidiary of ARCP (“Merger Sub”), pursuant to which the Company will merge with and into Merger Sub (the “Merger”), with Merger Sub surviving as a direct wholly owned subsidiary of ARCP.
On October 31, 2013, the Company sent an email regarding the Merger to financial advisors affiliated with members of the selling groups of the publicly registered, non-traded real estate investment trusts managed by the Company. The text of the email is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | |
| 99.1 | Email dated October 31, 2013 | |
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SIGNATURES
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.
| COLE REAL ESTATE INVESTMENTS, INC. | ||||||
| October 31, 2013 | By: | /s/ Simon J. Misselbrook | ||||
| Name: | Simon J. Misselbrook | |||||
| Title: | Senior Vice President of Accounting | |||||
| Principal Accounting Officer | ||||||
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Exhibit Index
Exhibit | Description | |
| 99.1 | Email dated October 31, 2013 | |
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