UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM 8-K |
CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of Report (Date of earliest event reported): July 31, 2012 |
Cole Corporate Income Trust, Inc. | |||||||||
(Exact Name of Registrant as Specified in Its Charter) | |||||||||
Maryland | 333-166447 | 27-2431980 | |||||||
(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 pertaining to the property acquisition set forth under Item 2.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 1.01.
On July 31, 2012, Cole OF Centennial CO, LLC, a Delaware limited liability company, and a wholly-owned subsidiary of Cole Corporate Income Trust, Inc. (the “Company”), entered into an agreement of purchase and sale with California State Teachers' Retirement System (the “Seller”) which is not affiliated with the Company, its advisor or affiliates. Pursuant to the terms of the agreement, the Company purchased a 167,917 square foot corporate office property (the “Property”), located in Centennial, Colorado for a gross purchase price of approximately $32.6 million, exclusive of closing costs. In connection with the purchase, the Company and the Seller each deposited $1.1 million in an escrow account related to a pending property tax appeal. The outcome of the appeal may result in an adjustment to the purchase price, by up to approximately $1.1 million, and an adjustment to base rent in a manner that is designed to maintain the Company's yield from the Property. The Property was constructed in 2000 and is 100% leased to United Launch Alliance, LLC.
Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.01.
The Company, through its wholly-owned subsidiary, acquired the Property from the Seller on July 31, 2012. The principal provisions of the lease terms for the major tenant at the Property are set forth in the following table:
% of Total | Current | Base Rent | ||||||||||||||||||
Rentable | Renewal | Annual | per | |||||||||||||||||
Major Tenants (1) | Square Feet | Options (2) | Base Rent | Square Foot | Lease Term (3) | |||||||||||||||
United Launch Alliance, LLC | 100% | 2 / 5 yr. | $ | 2,031,796 | $ | 12.10 | 7/31/2012 | 8/31/2022 | ||||||||||||
(1) | Major tenants include those tenants that occupy greater than 10% of the rentable square feet of the Property and those tenants that generate greater than 10% of the revenue of the 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. |
The purchase of the Property was funded with proceeds from the Company’s ongoing public offering of common stock. In connection with the acquisition, the Company paid an affiliate of Cole Corporate Income Advisors, LLC, the Company’s advisor, acquisition fees of approximately $651,000.
In evaluating the Property as a potential acquisition, including the determination of an appropriate purchase price, the Company considered a variety of factors, including the condition and financial performance of the Property; the terms of the existing lease and the creditworthiness of the tenant; Property location, visibility and access; age of the 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. There are no plans for any renovations, improvements or development of the Property. The Company believes the Property is adequately insured.
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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 property 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 October 16, 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.
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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 hereunto duly authorized.
Dated: August 6, 2012 | COLE CORPORATE INCOME TRUST, INC. | ||
By: | /s/ Gavin B. Brandon | ||
Name: | Gavin B. Brandon | ||
Title: | Vice President of Accounting | ||
Principal Accounting Officer | |||
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