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COLE > SEC Filings for COLE > Form 8-K on 14-Jan-2014All Recent SEC Filings

Show all filings for COLE REAL ESTATE INVESTMENTS, INC.

Form 8-K for COLE REAL ESTATE INVESTMENTS, INC.


14-Jan-2014

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On January 14, 2014, American Realty Capital Properties, Inc. ("ARCP") and Cole Real Estate Investments, Inc. ("Cole") issued a joint press release announcing that Institutional Shareholder Services, Inc. and Glass, Lewis & Co. recommended that the stockholders of each of ARCP and Cole should vote in favor of their respective stockholder proposals in connection with the approval of ARCP's pending acquisition of Cole. The special meetings of each of ARCP and Cole to approve such proposals will be held on January 23, 2014.

A copy of such joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Additional Information about Merger Between ARCP and Cole and Where to Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy an securities or a solicitation of any vote or approval. In connection with the proposed merger between ARCP and Cole, ARCP and Cole filed a definitive joint proxy statement/prospectus with the U.S. Securities and Exchange Commission ("SEC") on December 23, 2013 and commenced mailing the definitive joint proxy statement/prospectus and a form of proxy to the stockholders of ARCP and Cole. These materials are not a substitute for the definitive joint proxy statement/prospectus or the Registration Statement on Form S-4 (File No. 333-192106) that ARCP filed with the SEC in connection with the proposed merger with Cole. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) REGARDING THE PROPOSED MERGER, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THE JOINT PROXY STATEMENT/ PROSPECTUS AND SUCH OTHER DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCP, COLE AND THE PROPOSED MERGER. The definitive joint proxy statement/prospectus contains additional detail concerning the benefits of the proposed merger, the risks associated therewith and conflicts of interest.

Investors and stockholders of ARCP and Cole may obtain free copies of the definitive joint proxy statement/prospectus and other relevant documents filed with the SEC from the SEC's website at http://www.sec.gov. Copies of the documents filed by ARCP with the SEC are also available on ARCP's website at http://www.arcpreit.com, and copies of the documents filed by Cole with the SEC are available on Cole's website at www.colereit.com.

Participants in Solicitation Relating to the Merger Between ARCP and Cole

ARCP, Cole, AR Capital, LLC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ARCP's and Cole's stockholders in respect of the proposed Cole merger. Information regarding ARCP's directors and executive officers can be found in ARCP's definitive proxy statement filed with the SEC on April 30, 2013. Information regarding Cole's directors and executive officers can be found in Cole's definitive proxy statement filed with the SEC on April 11, 2013. Additional information regarding the interests of such potential participants is included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed Cole merger. These documents are available free of charge on the SEC's website and from ARCP or Cole, as applicable, using the sources indicated above.

Forward-Looking Statements

Information set forth herein (including information included or incorporated by reference herein) contains "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect ARCP's and Cole's expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, whether and when the transactions contemplated by the merger agreement will be consummated, the combined company's plans, market and other expectations, objectives, intentions, as well as any expectations or projections with respect to the combined company, including regarding future dividends and market valuations, and estimates of growth, including funds from operations and adjusted funds from operations and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Cole merger agreement; (2) the inability to obtain regulatory approvals for the Cole merger transaction and the approval by ARCP's stockholders of the issuance of ARCP common stock in connection with the Cole merger and the approval by Cole's stockholders of the Cole merger; (3) risks related to disruption of management's attention from the ongoing business operations due to the proposed Cole merger; (4) the effect of the announcement of the proposed Cole merger on ARCP's or Cole's relationships with their respective customers, tenants, lenders, operating results and businesses generally; (5) the outcome of any legal proceedings relating to any of the Cole merger or merger agreement; (6) risks to consummation of the Cole merger, including the risk that the merger will not be consummated within the expected time period or at all; and (7) ARCP's inability to timely achieve the benefits associated with becoming a self-managed real estate company. Additional factors that may affect future results are contained in ARCP's and Cole's filings with the SEC, which are available at the SEC's website at www.sec.gov. ARCP and Cole disclaim any obligation to update and revise statements contained in these materials based on new information or otherwise.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Joint Press Release issued by ARCP and Cole, dated January 14, 2014

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