| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| Date of Report (Date of earliest event reported): April 16, 2012 |
| Cole Credit Property Trust IV, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| | | | | |
| Maryland | | 333-169533 (1933 Act) | | 27-3148135 |
| (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 1.01 | Entry into a Material Definitive Agreement |
The information set forth under Item 2.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Nordstrom Rack – Tampa, FL - On April 16, 2012, Cole NR Tampa FL, LLC, a Delaware limited liability company, a wholly-owned subsidiary of Cole Operating Partnership IV, LP (“CCPT IV OP”), the operating partnership of Cole Credit Property Trust IV, Inc. (the “Company”), entered into an agreement of purchase and sale with VNO TRU Dale Mabry LLC, a Delaware limited liability company (“VNO TRU”), which is not affiliated with the Company, its advisor or affiliates. Pursuant to the terms of the agreement, CCPT IV OP purchased an approximately 44,925 square foot single-tenant retail building leased to Nordstrom, Inc. and located in Tampa, FL (the “NR Tampa Property”), for a purchase price of approximately $12.0 million, exclusive of closing costs. The NR Tampa Property was constructed in 1994 and renovated in 2010.
Walgreens – Blair, NE - On April 18, 2012, Cole WG Blair NE, LLC, a Delaware limited liability company, a wholly-owned subsidiary of CCPT IV OP, entered into an agreement of purchase and sale with Village Development— Blair, LLC, a Nebraska limited liability company (“Village”), which is not affiliated with the Company, its advisor or affiliates. Pursuant to the terms of the agreement, CCPT IV OP purchased an approximately 14,820 square foot single-tenant retail building leased to Walgreen, Co. and located in Blair, NE (the “WG Blair Property”), for a purchase price of approximately $4.2 million, exclusive of closing costs. The WG Blair Property was constructed in 2008.
CVS – Corpus Christi, TX - On April 19, 2012, Cole CV Corpus Christi TX, LLC, a Delaware limited liability company, a wholly-owned subsidiary of CCPT IV OP, entered into an agreement of purchase and sale with Deborah May-Buffum, Trustee of the Betty Upham Gouraud Trust (“May-Buffum”), which is not affiliated with the Company, its advisor or affiliates. Pursuant to the terms of the agreement, CCPT IV OP purchased an approximately 11,306 square foot single-tenant retail building leased to CVS EGL South Alameda TX, L.P. and located in Corpus Christi, TX (the “CV Corpus Christi Property”), for a purchase price of approximately $3.4 million, exclusive of closing costs. The lease is guaranteed by CVS Caremark Corporation. The CV Corpus Christi Property was constructed in 1998.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information pertaining to property acquisitions set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.01.
CCPT IV OP, through its wholly-owned subsidiaries, acquired the NR Tampa Property, the WG Blair Property and the CV Corpus Christi Property (the “Property Acquisitions”) from VNO TRU, Village and May-Buffum, respectively, on April 16, 18 and 19, 2012, respectively. The principal provisions of the lease term for the major tenants at the Property Acquisitions are set forth in the following table:
| | | | | | | % of | | | | | | | | | | |
| | | | | Total | | Total | | | | | | Base Rent | | | | |
| | | | | Square | | Rentable | | | | Current | | per | | | | |
| | | | | Feet | | Square | | Renewal | | Annual Base | | Square | | | | |
| Property | | Major Tenants (1) | | Leased | | Feet | | Options (2) | | Rent | | Foot | | Lease Term (3) |
| Nordstrom Rack – | | Nordstrom, Inc. | | 44,925 | | 100% | | 4/5 yr. | | $ | 889,515 | | $ | 19.80 | | 4/16/2012 | | 10/31/2020 |
| Tampa, FL | | | | | | | | | | | | | | | | | | |
| Walgreens – Blair, NE | | Walgreens Co. | | 14,820 | | 100% | | 10/5 yr. | | | 280,000 | | | 18.89 | | 4/18/2012 | | 9/30/2033 |
| CVS – Corpus | | CVS EGL South | | 11,306 | | 100% | | 5/5 yr. | | | 229,500 | | | 20.30 | | 4/19/2012 | | 4/30/2037 |
| Christi, TX | | Alameda TX, L.P. | | | | | | | | | | | | | | | | |
| | | | | |
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| (1) | | Major tenants include those tenants that occupy greater than 10% of the rentable square feet of the respective property. | |
| (2) | | Represents number of renewal options and the term of each option. | |
| (3) | | Represents lease term beginning with the later of the purchase date or the rent commencement date through the end of the | |
| | | non-cancellable lease term. Pursuant to each of the leases, the tenants are required to pay substantially all operating expenses | |
| | | and capital expenditures in addition to base rent. | |
The Property Acquisitions were funded with proceeds from the Company’s ongoing public offering of common stock and with borrowings from the Company’s revolving bank credit facility (the “Credit Facility”) and its subordinate revolving line of credit with Series C, LLC, an affiliate of the Company’s advisor (the “Series C Loan”). CCPT IV OP borrowed approximately $8.4 million under the Credit Facility on April 16, 2012. In addition, the Company borrowed approximately $2.5 million, $3.1 million and $3.1 million under the Series C Loan on April 16, 18 and 19, 2012, respectively. As of April 19, 2012, the Borrowing Base under the Credit Facility based on the underlying collateral pool for qualified properties and amount outstanding under the Credit Facility was approximately $11.4 million. As of April 19, 2012, the Company had $8.7 million outstanding under the Series C Loan. In connection with the acquisitions, the Company paid an affiliate of Cole REIT Advisors IV, LLC, the Company’s advisor, aggregate acquisition fees of $393,000.
In evaluating the NR Tampa Property, the WG Blair Property and the CV Corpus Christi Property (each a “Property”) as potential acquisitions, including the determination of an appropriate purchase price to be paid for each Property, the Company considered a variety of factors, including the condition and financial performance of each Property; the terms of the existing lease and the creditworthiness of the tenants; Property location, visibility and access; age of the respective Property, physical condition and curb appeal; neighboring property uses; local market conditions, including vacancy rates; area demographics, including trade area population and average household income; and neighborhood growth patterns and economic conditions. The Company does not currently have plans to renovate, improve or develop any Property, and the Company believes that each Property is adequately insured.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information pertaining to the Company’s borrowings under the Credit Facility and the Series C Loan set forth under Item 2.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Businesses Acquired.
Since it is impracticable to provide the required financial statements for the acquired real properties described above at the time of this filing, and no financial statements (audited or unaudited) are available at this time, the Company hereby confirms that the required financial statements will be filed on or before June 30, 2012, which date is within the period allowed to file such an amendment.
(b) Pro Forma Financial Information.
See paragraph (a) above.
(c) Shell Company Transactions
None.
(d) Exhibits
None
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.
Dated: April 20, 2012 | COLE CREDIT PROPERTY TRUST IV, INC. |
| | By: | /s/Simon J. Misselbrook |
| Name: | Simon J. Misselbrook |
| Title: | Vice President of Accounting Principal Accounting Officer |
