Press Release
January 23, 2013

Goodwin Procter Advises Cole Credit Property Trust II in $7.1 Billion Merger with Spirit Realty Capital

A team of Goodwin Procter attorneys advised Cole Credit Property Trust II (“CCPT II”), a Phoenix-based REIT, in its recently announced $7.1 billion merger with Spirit Realty Capital. The merger will create the second-largest publicly traded triple-net-lease REIT and one of the top 20 REITs in the country. The deal is expected to close in the third quarter of 2013.

The combined company, which will retain the Spirit Realty name, will trade on the New York Stock Exchange under the ticker symbol “SRC” and will own or have an interest in 2,012 properties in 48 states.

CCPT II will exchange 1.9 shares for each share of Spirit common stock, and Spirit shareholders will own approximately 44% of the combined REIT with the remainder held by CCPT II shareholders. The terms will allow CCPT II’s 40,000 shareholders to realize full liquidity with no lockup at an attractive valuation, while offering ongoing upside opportunity in the combined company.

CCPT II is a non-traded, SEC-registered REIT that invests primarily in high-quality, freestanding, single-tenant buildings net leased to investment grade and other creditworthy tenants throughout the United States.

Spirit Realty, a REIT formed in 2003, acquires single-tenant operationally essential real estate, typically free-standing, commercial real estate facilities where tenants conduct retail, service or distribution activities essential to the generation of their sales and profits. Its tenants include Walgreens, The Home Depot, FedEx and Lowe’s.

The Goodwin team that advised CCPT II was led by Gil Menna and included partners Mark Opper, Andrew Sucoff, and John Haggerty.

For more information on the deal, please see the joint press release issued by CCPT II and Spirit Realty.