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): ~~January~~February 317, 2014



Cole Credit Property Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-51962	20-0939158
(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 ~~7.01 Regulation FD~~ ~~Disclosure~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Letter~~In connection with the merger (the “Merger”) of Cole Real Estate Investments, Inc. (“Cole”) with and into Clark Acquisition, LLC (“Merger Sub”), with Merger Sub surviving the Merger as a wholly owned subsidiary of American Realty Capital Properties, Inc. (“ARCP”), Christopher H. Cole and Marc T. Nemer voluntarily resigned as members of the Board of Directors (the “Board”) of Cole Credit Property Trust, Inc. (the “Company”), effective as of February 7, 2014. These resignations were not a result of any disagreements with the Company on any matter relating to ~~Stockholders~~the Company’s operations, policies or practices.

OnIn ~~January~~connection ~~31,~~with ~~2014,~~the ~~Cole~~resignations ~~Capital~~of ~~sent~~Messrs. aCole ~~letter~~and toNemer, the ~~stockholders~~Board ofappointed ~~Cole~~Nicholas ~~Credit~~S. ~~Property~~Schorsch ~~Trust,~~and ~~Inc~~William M. (Kahane as directors of the “Company”) ~~and~~effective toas ~~broker-dealers~~of ~~and~~February ~~financial~~7, ~~advisors~~2014 ~~announcing~~to fill the ~~new~~vacancies ~~estimated~~on ~~per~~the ~~share~~Board ~~value~~resulting from the resignations of Messrs. Cole and Nemer. Messrs. Schorsch and Kahane will each serve until the Company’s ~~common~~next ~~stock,~~annual ~~discussed~~meeting inof ~~greater~~stockholders ~~detail~~and ~~below,~~until ~~and~~his ~~other~~respective ~~recent~~successor ~~developments.~~is Aduly ~~copy~~elected ofand ~~the~~qualifies ~~letter~~or isuntil ~~attached~~his asearlier ~~Exhibit~~resignation ~~99.1~~or ~~hereto~~removal ~~and~~in ~~incorporated~~accordance ~~herein~~with bythe ~~reference~~Company’s organizational documents and applicable law.

~~Determination~~In addition, in connection with the Merger, Mr. Cole stepped down from his roles as the chairman, president and chief executive officer of ~~Estimated~~the ~~Per~~Company, ~~Share~~effective ~~Value~~as of February 7, 2014. In connection with such resignation, the Board appointed Mr. Schorsch as the chairman, president and chief executive officer of the Company, effective as of February 7, 2014.

The Company iswill ~~reporting~~not ancompensate ~~estimated~~Mr. ~~per~~Schorsch ~~share~~for ~~value~~his ofservices ~~its~~rendered ~~common~~as ~~stock~~a ~~for~~director ~~purposes~~or ofexecutive ~~assisting~~officer ~~fiduciaries~~ of ~~plans subject to~~ the ~~annual~~Company ~~reporting~~nor ~~requirements~~Mr. ofKahane ~~the~~for ~~Employee~~his ~~Retirement~~services ~~Income~~rendered ~~Security~~as ~~Act~~a director of ~~1974,~~the asCompany. There ~~amended~~are ~~(“ERISA”),~~no ~~and~~related ~~IRA~~party ~~trustees~~transactions orinvolving ~~custodians,~~Messrs. inSchorsch ~~preparing~~and ~~reports~~Kahane ~~relating~~that toare anreportable ~~investment~~under inItem ~~the~~404(a) ~~Company’s~~of ~~shares.~~Regulation S-K. The Company’s ~~board~~is not aware of ~~directors~~any ~~(the~~family ~~“Board”)~~relationship ~~established~~among anMessrs. ~~estimated~~Schorsch ~~value~~and ofKahane ~~the~~and ~~Company’s~~any ~~common~~directors ~~stock,~~or asexecutive ofofficers ~~December 31, 2013,~~ of ~~$6.55~~the ~~per share~~Company. A ~~The~~description ~~previously reported estimated values~~ of ~~the~~Messrs. ~~Company~~Schorsch’s ~~common~~and ~~stock~~Kahane’s ~~established~~respective bybackgrounds ~~the~~is ~~Board are~~ set forth below: .

Estimated Value Per Share		Effective Date of Valuation
$7.75		December 31, 2012
$7.95		December 31, 2011
$7.65		December 31, 2010
$7.65		December 31, 2009

Mr. Schorsch, age 52, has served as the Company’s chairman, chief executive officer and president since February 2014. He has served as chief executive officer of Cole REIT Advisors, LLC, the Company’s advisor, since February 2014. In addition, Mr. Schorsch serves in the following positions for certain other programs sponsored by Cole Capital™ and certain affiliates of Cole Capital:

In determining the most recent estimated value of the Company’s shares, the Board considered information and analysis, including valuation materials that were provided by Duff & Phelps, LLC (“Duff & Phelps”), an independent global valuation advisory and corporate finance consulting firm that specializes in providing real estate valuation services, and information provided by the Company’s advisor, Cole REIT Advisors, LLC (“Cole Advisors”). The materials provided by Duff & Phelps included a range of net asset values (“NAV”) of the Company’s shares, and the Board believes that the use of the “NAV methodology,” as discussed below, as the primary or sole indicator of value is becoming more widely accepted as a best practice in the valuation of non-traded real estate investment trust (“REIT”) shares. In addition, the Board determined that the NAV methodology was the most appropriate valuation methodology based on the size of the Company’s portfolio, as it may be more likely that a potential liquidity transaction would occur through individual or portfolio asset sales rather than through a listing of the Company’s shares on a national securities exchange or other significant sale of the Company’s equity securities. Additionally, the Board considered transaction costs that may be incurred in liquidating the portfolio, such as broker costs, loan assumption costs and fees, and potential loan prepayment costs, among others, in estimating the value of the Company’s shares. Based on these considerations, the Board established an estimated value of the Company’s common stock, as of December 31, 2013, of $6.55 per share. This estimated value is within the $6.33 to $7.72 per share valuation range calculated by Duff & Phelps using the NAV methodology. If the Board had used one or more different valuation methods, it may have made a different determination regarding the estimated value of the Company’s shares. The Board is solely responsible for the establishment of the per share estimated value.



Entity	Position(s)	Dates
Cole Corporate Income Trust, Inc., Cole Credit Property Trust IV, Inc., Cole Real Estate Income Strategy (Daily NAV), Inc., Cole Office & Industrial REIT (CCIT II), Inc., Cole Credit Property Trust V, Inc. . . . . . . . . . . . . . . . . . . . .	Chairman, chief executive officer and president	February 2014 — Present
Cole REIT Advisors III, LLC, Cole Corporate Income Advisors, LLC, Cole REIT Advisors IV, LLC, Cole Real Estate Income Strategy (Daily NAV) Advisors, LLC, Cole Corporate Income Advisors II, LLC, Cole REIT Advisors V, LLC, Cole Realty Advisors, Inc., CREI Advisors, LLC, Cole Capital Partners, LLC, Cole Capital Advisors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . .	Chief executive officer	February 2014 — Present
Cole Capital Corporation . . . . . . . . . . . . . . . . . . .	Director	February 2014 — Present

~~Methodology~~Mr. Schorsch also served as chairman of the board of directors of American Realty Capital Trust, Inc. (“ARCT”) from August 2007 until the close of ARCT’s merger with Realty Income Corporation in January 2013 and, until March 2012, the chief executive officer of ARCT, the ARCT advisor and the ARCT property manager since their formation in August 2007. Mr. Schorsch has served as chairman of American Realty Capital New York Recovery REIT, Inc. (“NYRR”) and the chief executive officer of NYRR, the NYRR property manager and the NYRR advisor since their formation in October 2009. Mr. Schorsch has served as the chief executive officer of the Phillips Edison - ARC Shopping Center REIT Inc. advisor since its formation in December 2009. Mr. Schorsch has been the chairman of American Realty Capital - Retail Centers of America, Inc. (“ARC RCA”) and the chief executive officer of ARC RCA and the ARC RCA advisor since their formation in July 2010 and May 2010, respectively. Mr. Schorsch has been the chairman and the chief executive officer of American Realty Capital Healthcare Trust, Inc. (“ARC HT”), the ARC HT advisor and the ARC HT property manager since their formation in August 2010. Mr. Schorsch has been chairman and the chief executive officer of Business Development Corporation of America (“BDCA”) since its formation in May 2010. Mr. Schorsch has been the chairman of American Realty Capital Daily Net Asset

In preparing its valuation materials, Duff & Phelps, among other things:

• reviewed financial and operating information requested from, or provided by, the Company;

• researched the market by means of publications and other resources to measure current market conditions, supply and demand factors, and growth patterns and their effect on the subject properties;

• reviewed and discussed with senior management of the Company the historical and anticipated future financial performance of the properties, including the review of forecasts prepared by the Company; and

• performed such other analyses and studies, and considered such other factors, as Duff & Phelps considered appropriate.

In determining the range of values of the Company’s shares using the NAV methodology, Duff & Phelps utilized two approaches in valuing the Company’s real estate assets that are commonly used in the commercial real estate industry. The following is a summary of the NAV methodology and the valuation approaches discussed in the materials provided by Duff & Phelps:

~~NAV~~Value ~~Methodology~~Trust, -Inc. ~~The~~(“ARC ~~NAV~~DNAV”) ~~methodology~~and ~~determines~~chief ~~the~~executive ~~value~~officer of ARC DNAV, the ~~Company~~ARC byDNAV ~~determining~~advisor and the ~~estimated~~ARC ~~market~~DNAV ~~value~~property manager since their formation in September 2010. Mr. Schorsch also has been the chairman of ARCP and chief executive officer of ARCP and the ~~Company’s~~ARCP ~~entity~~manager ~~level~~since ~~assets~~their formation in December 2010 and November 2010, ~~including~~respectively. Mr. ~~real~~Schorsch ~~estate~~served ~~assets~~as chairman of American Realty Capital Trust III, Inc. (“ARCT III”) and ~~subtracting~~chief executive officer of ARCT III, the ~~market~~ARCT ~~value~~III advisor and the ARCT III property manager from their formation in October 2010 until the close of ~~its~~ARCT ~~entity~~III’s ~~level~~merger ~~liabilities~~with ARCP in February 2013. Mr. Schorsch has been the chairman of American Realty Capital Global Trust, ~~including~~Inc. ~~its~~(“ARC ~~mortgage~~Global”) ~~debt~~and chief executive officer of ARC Global, the ARC Global advisor and the ARC Global property manager since their formation in July 2011, July 2011 and January 2012, respectively. ~~The~~He ~~materials~~also ~~provided~~served byas ~~Duff~~chairman &of ~~Phelps~~American toRealty ~~estimate~~Capital Trust IV, Inc. (“ARCT IV”) and the ~~value~~chief executive officer of ARCT IV, the ~~real~~ARCT ~~estate~~IV ~~assets~~advisor ~~were~~and ~~prepared~~the ~~using~~ARCT ~~discrete~~IV ~~estimations~~property manager from their formation in February 2012 until the close of ARCT IV’s merger with ARCP in January 2014. Mr. Schorsch also has served as the chairman of the board of directors of American Realty Capital Healthcare Trust II, Inc. (“ARC HT II”) since its formation in October 2012. Mr. Schorsch has served as isthe chairman of the board of directors and chief executive officer of ARC Realty Finance Trust, Inc. (“ARC RFT”) ~~market~~since ~~valuations~~its ~~for~~formation ~~each~~in November 2012 and as chief executive officer of the ~~properties~~ARC RFT advisor since its formation in November 2012. Mr. Schorsch has served as chairman of the ~~Company’s~~board ~~portfolio~~of ~~using~~directors of American Realty Capital Trust V, Inc. (“ARCT V”) and as chief executive officer of ARCT V, the ~~income~~ARCT ~~capitalization~~V ~~approach~~advisor and the ARCT V property manager since their inception in January 2013. Mr. Schorsch has served as chief executive officer of the ~~primary~~Phillips ~~indicator~~Edison - ARC Grocery Center REIT II, Inc. (“PE-ARC II”) advisor since July 2013. Mr. Schorsch has served as chairman of ~~value~~the board of directors of American Realty Capital Hospitality Trust, Inc. (“ARC HOST”) since August 2013 and as a member of the ~~sales~~board ~~comparison~~of ~~approach~~managers of the ARC HOST sub-property manager since August 2013. Mr. Schorsch has served as a ~~secondary~~director ~~approach~~of American Energy Capital Partners, LP’s general partner since its formation in October 2013. Mr. Schorsch has served as executive chairman of the board of directors of RCS Capital Corporation (“RCS Capital”) since February 2013. From September 2006 to ~~value~~July 2007, Mr. Schorsch was chief executive officer of American Realty Capital, a real estate investment firm. Mr. Schorsch founded and formerly served as ~~discussed~~president, chief executive officer and vice chairman of American Financial Realty Trust (“AFRT”) from its inception as a real estate investment trust (“REIT”) in ~~greater~~September ~~detail~~2002 ~~below~~until August 2006. ~~From~~AFRT was a publicly traded REIT (which was listed on the ~~aggregate~~NYSE ~~values~~within one year of ~~the~~its ~~individual~~inception) ~~properties~~that invested exclusively in offices, ~~Duff~~operation &centers, ~~Phelps~~bank ~~made~~branches, ~~adjustments~~and toother ~~reflect~~operating ~~balance~~real ~~sheet~~estate assets that are net leased to tenants in the financial services industry, such as banks and ~~liabilities~~insurance companies. ~~The~~Through ~~resulting~~American ~~amount~~Financial Resource Group (“AFRG”) and its successor corporation, ~~which~~AFRT, isMr. Schorsch executed in excess of 1,000 acquisitions, both in acquiring businesses and real estate property with transactional value of approximately $5 billion, while also operating offices in Europe that focused on sale and leaseback and other property transactions in Spain, France, Germany, Finland, Norway and the ~~estimated~~United ~~NAV~~Kingdom. In 2003, Mr. Schorsch received an Entrepreneur of the ~~portfolio~~Year award from Ernst & Young. From 1995 to September 2002, isMr. ~~divided~~Schorsch byserved as chief executive officer and president of AFRG, AFRT’s predecessor, a private equity firm founded for the ~~number~~purpose of ~~common~~acquiring ~~shares~~operating ~~outstanding~~companies and other assets in a number of industries. Prior to ~~determine~~AFRG, Mr. Schorsch served as president of a non-ferrous metal product manufacturing business, Thermal Reduction. He successfully built the ~~estimated~~business ~~NAV~~through ~~per~~mergers ~~share~~and acquisitions and ultimately sold his interests to Corrpro (NYSE) in 1994.

Mr. Kahane, age 65, has served as a director of the Company since February 2014. He has also served as a director of Cole Real Estate Income ~~Capitalization~~Strategy ~~Approach~~(Daily -NAV), ~~DCF~~Inc. since February 2014. He has served as a director of Phillips Edison - ~~The~~ARC ~~income~~Shopping ~~capitalization~~Center ~~approach~~REIT ~~simulates~~Inc. since December 2009. Mr. Kahane has also served as a director of NYRR since its formation in October 2009 and also served as president and treasurer of NYRR since its formation in October 2009 until March 2012. He has been active in the ~~reasoning~~structuring and financial management of commercial real estate investments for over 35 years. Mr. Kahane served as an ~~investor~~executive ~~who~~officer ~~views~~and director of ARCT, the ~~cash~~ARCT ~~flows~~advisor ~~that~~and ~~would~~the ~~result~~ARCT property manager from their formation in August 2007 until the ~~anticipated~~close ~~revenue~~of ~~and~~ARCT’s ~~expense~~merger onwith aRealty ~~property~~Income ~~throughout~~Corporation ~~its~~in ~~lifetime~~January 2013. ~~The~~Mr. ~~net~~Kahane ~~income~~currently ~~developed~~serves as a director of ARC RCA since its formation in ~~Duff~~July &2010 ~~Phelps’~~and ~~analysis~~also ~~was~~served as an executive officer of ARC RCA and the ~~balance~~ARC RCA advisor until March 2012. Mr. Kahane currently serves as a director of ~~potential~~ARC ~~income~~HT ~~remaining~~since ~~after~~its ~~vacancy~~formation in August 2010 and ~~collection~~also ~~loss~~served as an executive officer of ARC HT, the ARC HT advisor and ~~operating~~the ~~expenses.~~ARC ~~This~~HT ~~net~~property ~~income~~manager ~~was~~until ~~then~~March ~~capitalized~~2012. atMr. Kahane served as an ~~appropriate~~executive ~~rate~~officer toof ~~derive~~ARCT III, the ARCT III advisor, and the ARCT III property manager from their formation in October 2010 until April 2012. Mr. Kahane served as an ~~estimate~~executive officer and director of ~~value~~ARC (DNAV, the ~~“Direct~~ARC ~~Capitalization~~DNAV ~~Method”)~~advisor orand ~~discounted~~the byARC DNAV property manager from their formation in September 2010 until March 2012. Mr. Kahane served as an ~~appropriate~~executive ~~yield~~officer ~~rate~~and ~~over~~director of ARCP, and as an executive officer of the ARCP advisor from their formation in December 2010 and November 2010, respectively, until March 2012. Mr. Kahane was reappointed as a ~~typical~~director ~~projection~~of ~~period~~ARCP in February 2013. Mr. Kahane has served as a ~~discounted~~director ~~cash~~of ~~flow~~ARC ~~analysis~~HT (II since March 2013. Mr. Kahane has served as a director of PE-ARC II since August 2013. Mr. Kahane has served as chief executive officer and a director of ARC HOST since August 2013. Mr. Kahane has also served as co-chief executive officer of the ~~“DCF~~ARC ~~Method”)~~HOST advisor and as chief executive officer of the ARC HOST property manager since August 2013. ~~Thus,~~Mr. ~~two~~Kahane ~~key~~has ~~steps~~served ~~were~~as ~~involved:~~a ~~(1)~~member ~~estimating~~of the ~~net~~board ~~income~~of ~~applicable~~managers toof the ~~subject~~ARC HOST sub-property manager since August 2013. Mr. Kahane has served as a director of American Energy Capital Partners, LP’s general partner since October 2013. Mr. Kahane has served as chief executive officer and ~~(2)~~a ~~choosing~~director ~~appropriate~~of ~~capitalization~~RCS ~~rates~~Capital since February 2013. Mr. Kahane also has been an interested director of BDCA since its formation in May 2010 and, ~~discount~~until ~~rates~~March 2012, was chief operating officer. Mr. Kahane has served as a member of the investment committee of Aetos

Duff & Phelps utilized the Direct Capitalization Method for the 12 properties in the Company’s portfolio with more than 10 years remaining on their leases and the DCF Method for the 27 remaining properties.

Sales Comparison Approach - The sales comparison approach estimates value based on what other purchasers and sellers in the market have agreed to as price for comparable improved properties. This approach is based upon the principle of substitution, which states that the limits of prices, rents, and rates tend to be set by the prevailing prices, rents, and rates of equally desirable substitutes.

Utilizing the NAV methodology, including use of the two approaches to valuing the Company’s real estate assets noted above, when divided by the 10,090,951 shares of the Company’s common stock outstanding on December 31, 2013, resulted in a valuation range of $6.33 to $7.72 per share.

Cole Advisors also provided additional information to assist the Board in making its determination of an estimated per share value of the Company’s common stock. Cole Advisors discussed its continued active management of the Company’s portfolio. Cole Advisors noted that, pursuant to the Company’s charter, if the Company does not list its shares on a national securities exchange on or before February 1, 2016, the Board is required to either seek stockholder approval of an amendment or extension of this listing deadline, or seek stockholder approval to adopt a plan of liquidation. Accordingly, Cole Advisors has begun assisting the Board in gathering information for the purpose of investigating potential liquidity strategies. Cole Advisors and the Board discussed current conditions in the commercial real estate market and the transaction costs that may be incurred in liquidating the Company’s portfolio, such as broker costs, loan assumption costs and fees, and potential loan prepayment costs. The Board considered the potential impact of these transaction costs on the net proceeds to be received by stockholders in a liquidity transaction. The Board determined that, although transaction costs were not reflected in its previous determinations of the Company’s estimated share value, it would be appropriate to reflect the potential impact of such costs in the estimated per share value of the Company’s common stock as of December 31, 2013 in light of the aforementioned charter provision and the investigation of potential liquidity strategies. Based on these considerations and the information provided by Duff & Phelps and Cole Advisors, the Board determined to establish the estimated value of the Company’s common stock, as of December 31, 2013, at $6.55 per share.

Limitations of the Estimated Share Value

As with any valuation methodology, the NAV methodology used by the Board in reaching an estimate of the value of the Company’s shares is based upon a number of estimates, assumptions, judgments and opinions that may, or may not, prove to be correct. The use of different estimates, assumptions, judgments or opinions may have resulted in significantly different estimates of the value of the Company’s shares. In addition, the Board’s estimate of share value is not based on the book values of the Company’s real estate, as determined by generally accepted accounting principles, as the Company’s book value for most real estate is based on the amortized cost of the property, subject to certain adjustments. Furthermore, the actual costs that may be incurred by the Company in connection with a liquidity event may be different from the potential costs considered by the Board in making its determination of value.

AsCapital Asia Advisors, a ~~result~~$3 billion series of opportunistic funds focusing on assets primarily in Japan and China, ~~there~~since ~~can~~2008. beMr. noKahane ~~assurance~~began ~~that:~~his career as a real estate lawyer practicing in the public and private sectors from 1974 to 1979 where he worked on the development of hotel properties in Hawaii and California. From 1981 to 1992, Mr. Kahane worked at Morgan Stanley & Co., specializing in real estate, including the lodging sector becoming a managing director in 1989. In 1992, Mr. Kahane left Morgan Stanley to establish a real estate advisory and asset sales business known as Milestone Partners which continues to operate and of which Mr. Kahane is currently the chairman. Mr. Kahane worked very closely with Mr. Schorsch while a trustee at AFRT (April 2003 to August 2006), during which time Mr. Kahane served as chairman of the finance committee of AFRT’s board of trustees. Mr. Kahane has been a managing director of GF Capital Management & Advisors LLC, a New York-based merchant banking firm, where he has directed the firm’s real estate investments since 2001. GF Capital offers comprehensive wealth management services through its subsidiary TAG Associates LLC, a leading multi-client family office and portfolio management services company with approximately $5 billion of assets under management. Mr. Kahane also was on the board of directors of Catellus Development Corp., a NYSE growth-oriented real estate development company, where he served as chairman. Mr. Kahane received a B.A. from Occidental College, a J.D. from the University of California, Los Angeles Law School and an MBA from Stanford University’s Graduate School of Business.

•The ~~any~~description ~~stockholder~~of ~~will~~the beMerger ~~able~~provided toin ~~realize~~Item ~~the~~8.01 ~~estimated~~below ~~share~~is ~~value~~incorporated ~~upon~~by ~~attempting~~reference ~~to sell their shares;~~herein.

•Item ~~the~~8.01 Other Company will be able to achieve, for its stockholders, the estimated value per share upon a listing of the Company’s shares of common stock on a national securities exchange, a merger of the Company, or a sale of the Company’s portfolio; orEvents

•As disclosed previously in the ~~estimated~~Company’s ~~share~~Form ~~value,~~8-K orfiled with the ~~methodology~~U.S. ~~relied~~Securities ~~upon~~and byExchange ~~the~~Commission ~~Board~~on toOctober ~~estimate~~28, 2013, Cole entered into an Agreement and Plan of Merger (the ~~share~~“Merger ~~value~~Agreement”) with ARCP and Merger Sub on October 22, ~~will~~2013. beThe ~~found~~Merger byAgreement ~~any~~provided ~~regulatory~~for ~~authority~~the tomerger ~~comply~~of Cole with ~~ERISA~~and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of ARCP. The Merger was completed on February 7, 2014. Despite the ~~Internal~~indirect ~~Revenue~~change ~~Code~~of orcontrol ~~other~~that ~~regulatory~~occurred ~~requirements~~for the Company’s advisor, property manager and sponsor as a result of the consummation of the Merger, such entities are expected to continue to serve in their respective capacities to the Company.

Furthermore, the estimated value of the Company’s shares was calculated as of a particular point in time. The value of the Company’s shares will fluctuate over time as a result of, among other things, developments related to individual assets and responses to the real estate and capital markets.

Additional Information Regarding Engagement of Duff & Phelps

Duff & Phelps’s valuation materials were addressed solely to the Company to assist the Board in establishing an estimated value of the Company’s common stock. Duff & Phelps’s valuation materials provided to the Company do not constitute a recommendation to purchase or sell any shares of the Company’s common stock or other securities. Duff & Phelps’s valuation materials were not addressed to the public and should not be relied upon by any other person to establish an estimated value of the Company’s common stock. The estimated value of the Company’s common stock may vary depending on numerous factors that generally impact the price of securities, the financial condition of the Company and the state of the real estate industry more generally, such as changes in economic or market conditions, changes in interest rates, changes in the supply of and demand for commercial real estate properties and changes in tenants’ financial condition.

In connection with its review, while Duff & Phelps reviewed the information supplied or otherwise made available to it by the Company for reasonableness, Duff & Phelps assumed and relied upon the accuracy and completeness of all such information and of all information supplied or otherwise made available to it by any other party, and did not undertake any duty or responsibility to verify independently any of such information. With respect to financial forecasts and other information and data provided to or otherwise reviewed by or discussed with Duff & Phelps, Duff & Phelps assumed that such forecasts and other information and data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management of the Company, and relied upon the Company to advise Duff & Phelps promptly if any information previously provided became inaccurate or was required to be updated during the period of its review.

In preparing its valuation materials, Duff & Phelps did not, and was not requested to, solicit third party indications of interest for the Company in connection with possible purchases of the Company’s securities or the acquisition of all or any part of the Company.

In performing its analyses, Duff & Phelps made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond Duff & Phelps’s control and the control of the Company. The analyses performed by Duff & Phelps are not necessarily indicative of actual values, trading values or actual future results of the Company’s common stock that might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty. As stated above, the Board considered other factors in establishing the estimated value of the Company’s common stock in addition to the materials prepared by Duff & Phelps. Consequently, the analyses contained in the Duff & Phelps materials should not be viewed as being determinative of the Board’s estimate of the value of the Company’s common stock.

Duff & Phelps’s materials were necessarily based upon market, economic, financial and other circumstances and conditions existing prior to December 31, 2013, and any material change in such circumstances and conditions may have affected Duff & Phelps’s analysis, but Duff & Phelps does not have, and has disclaimed, any obligation to update, revise or reaffirm its materials as of any date subsequent to December 31, 2013.

For services rendered in connection with and upon the delivery of its valuation materials, the Company paid Duff & Phelps a customary fee. The Company also agreed to reimburse Duff & Phelps for its expenses incurred in connection with its services, and will indemnify Duff & Phelps against certain liabilities arising out of its engagement. With the exception of this engagement, Duff & Phelps has not performed any other services for the Company. In the past two years, neither Duff & Phelps nor its affiliates have provided any financial advisory and commercial real estate services to other Cole-sponsored REITs and affiliates of Cole Advisors.

Share Redemption Program

The Company’s share redemption program provides that the Board must determine at the beginning of each fiscal year the maximum amount of shares that the Company may redeem during that year. The Board has determined that the Company will not redeem any shares pursuant to its share redemption program during the year ending December 31, 2014.

Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K, 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”). The Company intends for all such forward-looking 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 the Company’s 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. Duff & Phelps relied on forward-looking information, some of which was provided by or on behalf of the Company, in preparing its valuation materials. Therefore, neither such statements nor Duff & Phelps’s valuation materials are intended to, nor shall they, serve as a guarantee of the Company’s performance in future periods. Such forward-looking statements can generally be identified by the Company’s 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 forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. The Company makes no representation or warranty (express or implied) about the accuracy of any such forward-looking statements contained in this Current Report on Form 8-K, and it does not intend, and undertakes no obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

The information in Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section; and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, unless it is specifically incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Letter to Company stockholders and to broker-dealers and financial advisors dated January 31, 2014.

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: January 31, 2014	COLE CREDIT PROPERTY TRUST, INC.
Dated: February 13, 2014	COLE CREDIT PROPERTY TRUST, INC.
	By:	/s/ Simon J. Misselbrook
	Name:	Simon J. Misselbrook
	Title:	Senior Vice President of Accounting
		Principal Accounting Officer

Exhibit Index

Exhibit No.		Description
99.1		Letter to Company stockholders and to broker-dealers and financial advisors dated January 31, 2014.

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