Spirit Realty Shareholders Approve Merger with CCPT II

By Gail Kalinoski, Contributing Editor

One of Spirit Realty’s properties

The merger between Spirit Realty Capital Inc. and Cole Credit Property Trust II, which will create one of the nation’s largest publicly traded triple-net lease REITs, is moving toward completion now that shareholders on both sides have approved the proposed deal.

The merger, subject to other conditions that must be met, is expected to close sometime during the third quarter. The combined company will retain the Spirit Capital Realty name and current management of Spirit Realty will lead the REIT. CCPT II shareholders are expected to own 56 percent of the combined common shares, with Spirit Realty Capital shareholders holding 44 percent. Once the merger is completed, the company will trade on the New York Stock Exchange under the symbol SRC. It will own approximately 1,900 properties in 48 states with a pro forma enterprise value of about $7 billion.

Both REITs are based in Arizona – Spirit Realty Capital in Scottsdale and CCPT II in Phoenix. CCPT II stockholders met Wednesday at their annual meeting and approved the merger based on a Jan. 22 definitive agreement that calls for Spirit Realty Capital shareholders to receive a fixed exchange ratio of 1.9048 shares of common stock of the combined company for each share of Spirit Realty Capital common stock owned.

“This transaction currently represents a positive cumulative total return on stockholders’ investment and provides an opportunity for liquidity in what will be one of the largest publicly traded net lease REITS,” Marc Nemer, CEO of Cole Real Estate Investments Inc., parent company of CCPT II’s sponsor and manager, said in a news release.

Approximately 62 percent of the outstanding shares of CCPT II common stock voted on the proposed merger. Of the outstanding shares that voted, about 96 percent favored the merger.

Spirit Realty Capital held a special shareholders meeting on Wednesday.  Approximately 86 percent of the outstanding shares of Spirit Realty Capital voted on the proposal, with 96 percent of those voters agreeing to the merger.

“I would like to thank our shareholders for their overwhelming support throughout this process and their recognition of the opportunity the combined company creates to accelerate Spirit Realty Capital’s business strategy,” Thomas Nolan, chairman & CEO of Spirit Realty Capital, said in a separate news release.

Jeff Holland, Cole’s president and COO, said the transaction will give Spirit Realty Capital stockholders “the opportunity to own a best-in-class-net-lease portfolio.”

“Our disciplined investment philosophy of acquiring high-quality, income producing properties, net-leased long term to creditworthy tenants, was the foundation that allowed the CCPT II portfolio of assets to deliver great results,” he said in the CCPT II press release.

When the proposed merger was announced in late January, Nolan said it would double the size of the Spirit Realty Capital portfolio and further diversify it by geography and industry. Other benefits he cited at the time were reducing tenant concentration, improving the overall credit quality of the Spirit portfolio and increasing operating efficiency.

CCPT II shareholders also share in those efficiencies and get a positive cumulative total return on their investments and an opportunity for liquidity in what will be one of the largest publicly traded net lease REITs.

The combined company will also mean greater access to the capital markets, which will give the new larger REIT more opportunities to create value for shareholders.

This proposed deal comes on the heels of the merger of Cole Credit Property Trust III and its sponsor, Cole Holdings Corp., which also created one of the largest publicly traded net-lease REITs when it closed in early April. With more than  2,000 properties, it is now known as Cole Real Estate Investments Inc. CCPT III is a separate net lease REIT that American Realty Capital Properties, headed by Nicholas Schorsch, attempted to buy for as much as $9.7 billion during a very public battle that played out during several heated weeks in March and April. ARCP itself grew larger earlier this year when it completed a $2 billion merger with American Realty Capital Properties Trust III Inc., which both had American Realty Capital as their original sponsors.