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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| CURRENT REPORT |
| 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): March 5, 2013 |
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| Cole Real Estate Income Strategy (Daily NAV), Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
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| Maryland | | 333-169535 (1933 Act) | | 27-3147801 |
| (State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016 |
| (Address of principal executive offices) |
| (Zip Code) |
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| (602) 778-8700 |
| (Registrant’s telephone number, including area code) |
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| 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))
On March 5, 2013, Cole Credit Property Trust III, Inc. (“CCPT III”), a Maryland Corporation, Cole Holdings Corporation (“Holdings”), an Arizona Corporation, CREInvestments, LLC, a Maryland limited liability company and a wholly owned subsidiary of CCPT III (“Merger Sub”), and Christopher H. Cole, entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the merger of Holdings with and into Merger Sub (the “Merger”) with Merger Sub surviving and continuing as a wholly owned subsidiary of CCPT III. Holdings is wholly owned by Mr. Cole, the chairman of the board, chief executive officer and president of Cole Real Estate Income Strategy (Daily NAV), Inc. (the “Company”), and is an affiliate of the Company’s sponsor, the parent company and indirect owner of the Company’s advisor and the indirect owner of the Company’s property manager and dealer manager. The consummation of the Merger is subject to various conditions. Upon consummation of the Merger, CCPT III intends to list its shares of common stock on the New York Stock Exchange.
Despite the indirect change of control that would occur for the Company’s advisor, property manager and dealer manager upon consummation of the Merger, such entities will continue to serve in their respective capacities to the Company without any Merger related changes in personnel or service procedures.
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 thereunto duly authorized.
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| Dated: March 12, 2013 | COLE REAL ESTATE INCOME STRATEGY (DAILY NAV), INC. | |
| | By: | /s/ Simon J. Misselbrook | |
| | Name: | Simon J. Misselbrook | |
| | Title: | Senior Vice President of Accounting | |
| | | Principal Accounting Officer | |
