Filed by Cole Credit Property Trust II, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6
Under the Securities Exchange Act of 1934
Subject Company: Spirit Realty Capital, Inc.
Registration Statement No. 333-187122
PLEASE VOTE!
WE ENCOURAGE YOU TO CAST YOUR VOTE PROMPTLY
COLE CREDIT PROPERTY TRUST II, INC. STOCKHOLDERS
2325 EAST CAMELBACK ROAD, SUITE 1100
Cole Credit Property Trust II, Inc. (CCPT II) and Spirit Realty Capital, Inc. (Spirit) have entered into an agreement and plan of merger.
1 READ THE ENCLOSED MATERIALS
Enclosed is the following information for the Cole Credit Property Trust II Annual Meeting of Stockholders:
describes the proposals to be voted upon.
at 1.866.907.2653.
3 THANK YOU YOUR VOTE
IS VERY IMPORTANT!
We appreciate your participation and support.
If you vote by phone or the Internet, please
DO NOT mail back the proxy card. If you have any
questions or need assistance in completing your proxy
card, please call our proxy solicitor, Boston Financial
Data Services, toll-free at 1.888.409.4185.
2 PLEASE VOTE USING ONE OF THE FOUR WAYS LISTED BELOW
Over the Internet
Open the web page:
http://www.eproxy.com/cole and follow
the online instructions to cast your vote.
Your control number is located on the
proxy card.
Via Telephone
For your convenience, you may cast
your vote by touch-tone telephone.
Please refer to the proxy card for
instructions and your control number.
Via Your Smart Phone
Scan the QR code and follow the
online instructions to cast your vote.
Your control number is located on
the proxy card.
Complete the Proxy Card and Return by Mail
On the proxy card, cast your vote on
the proposals, sign in black or blue ink,
date and return it in the postage-paid
envelope provided. Please note, all
parties must sign.
OR
PHOENIX, ARIZONA 85016
Pursuant to the merger agreement, CCPT II and Spirit will combine through a merger of Spirit with and into CCPT II, with CCPT II surviving
the merger. If completed, the merger will create one of the largest publicly traded triple-net-lease real estate investment trusts, or REITs,
in the United States with a pro forma enterprise value of approximately $7.1 billion as of January 18, 2013. The combined company will
be named “Spirit Realty Capital, Inc.” and is expected to trade on the New York Stock Exchange, or NYSE, under the symbol “SRC.” The
current management team of Spirit will continue on as the management team of the combined company following the merger. Please
submit a proxy to vote your shares in connection with the merger and the other matters to be considered at the CCPT II Annual Meeting of
Stockholders as promptly as possible to make sure that your shares of CCPT II common stock are represented at the meeting. It is important
that you vote your shares, even if you only own a small number of shares. Before you vote, you should read the proxy materials.
Notice of the Annual Meeting of Stockholders, and the joint proxy statement/prospectus that
Proxy card for each account. Please be sure to vote all accounts.
If you have any questions about the proxy statement, please call your financial advisor, our proxy
solicitor, Boston Financial Data Services, toll-free at 1.888.409.4185, or the Cole stockholder helpdesk
COLE CREDIT PROPERTY TRUST II, INC. STOCKHOLDERS
Additional Information and Where to Find It
This document is not a substitute for the Registration Statement
on Form S-4 (File No. 333-187122) that CCPT II filed with the
SEC in connection with the proposed merger with Spirit, or the
definitive joint proxy statement/prospectus sent to security holders
of CCPT II and Spirit on or about April 2, 2013 seeking their
approval of the proposed merger. INVESTORS AND SECURITY
HOLDERS OF CCPT II AND SPIRIT ARE URGED TO CAREFULLY
READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
DATED APRIL 2, 2013, WHICH WAS SENT TO SECURITY HOLDERS
OF CCPT II AND SPIRIT ON OR ABOUT APRIL 2, 2013, AS IT
CONTAINS IMPORTANT INFORMATION, INCLUDING DETAILED
RISK FACTORS. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus and other documents
filed by CCPT II and Spirit with the SEC at the SEC’s web
site at www.sec.gov. Copies of the documents filed by CCPT II
with the SEC will be available free of charge by directing a written
request to Cole Credit Property Trust II, Inc., 2325 East Camelback
Road, Suite 1100, Phoenix, Arizona, 85016, Attention: Investor
Relations. Copies of the documents filed by Spirit with the
SEC will be available free of charge on Spirit’s website at www.
spiritrealty.com or by directing a written request to Spirit Realty
Capital, Inc., 16767 North Perimeter Drive, Suite 210, Scottsdale,
Arizona 85260, Attention: Investor Relations.
Participants in the Solicitation
CCPT II and Spirit and their respective directors, executive officers and certain members of management and employees may
be considered “participants in the solicitation” of proxies from
CCPT II’s stockholders and Spirit’s stockholders in connection
with the merger. Information regarding such persons and a description
of their interests in the merger is available in the joint
proxy statement/prospectus filed with the SEC.
This document shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of
1933, as amended.
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”), including statements regarding the merger and the ability
to consummate the merger. We intend for all such forwardlooking
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 forwardlooking
statements, which speak only as of the date this report
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.