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): February 23, 2012
| Cole Credit Property Trust IV, Inc. |
(Exact name of registrant as specified in its charter)
| Maryland | 333-169533 (1933 Act) | 27-3148135 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (602) 778-8700
| 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 23, 2012, the board of directors of Cole Credit Property Trust IV, Inc. (the “Company”, “we”, “our”, or “us”) and the Company’s sole initial stockholder approved an amendment to the Company’s charter (the “Charter Amendment”). The Charter Amendment conforms Section 8.6 of the charter to the provisions of the Company’s advisory agreement, which also is described in the prospectus for our initial public offering of shares of common stock. Specifically, the advisory agreement and prospectus provide that the Company is authorized to pay a real estate disposition fee to the Company’s advisor or its affiliates in the event the advisor or its affiliates provide substantial services in connection with the sale of a property, as determined by a majority of the Company’s independent directors. The real estate disposition fee shall be an amount up to one-half of the brokerage commission paid, but in no event greater than one percent of the sales price of the property sold, provided, however, in no event may the disposition fee paid to our advisor or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of the customary competitive real estate commission or an amount equal to 6% of the contract sales price. The Charter Amendment revises Section 8.6 of the charter to provide for this real estate disposition fee; the prior provision in the Company’s charter did not provide for such a fee.
The Charter Amendment was filed with the Maryland State Department of Assessments and Taxation and became effective on February 24, 2012. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The information set forth under Item 5.03 of this current report on Form 8-K is hereby incorporated by reference into this Item 5.07.
| Item 8.01 | Other Events |
Distributions
On February 23, 2012, the Company’s board of directors authorized a daily distribution, based on 366 days in the calendar year, of $0.001707848 per share (which equates to approximately 6.25% on an annualized basis calculated at the current rate, assuming a $10.00 per share purchase price) for stockholders of record as of the close of business on each day of the period commencing on the first day following the release from escrow of the subscription proceeds received in the Company’s initial public offering of shares of its common stock, as a result of the receipt of subscriptions aggregating at least the minimum offering of $2,500,000 (the “Distribution Start Date”), and ending on June 30, 2012. The payment date for each of the daily distributions for each day of each calendar month in the period commencing on the Distribution Start Date and ending on June 30, 2012 will be in the following calendar month.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 3.1 | Articles of Amendment to First Articles of Amendment and Restatement of the Company |
2
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 thereunto duly authorized.
| Dated: February 27, 2012 | COLE CREDIT PROPERTY TRUST IV, INC. | |||||
| By: |
/s/ Simon J. Misselbrook |
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| Name: | Simon J. Misselbrook | |||||
| Title: |
Vice President of Accounting Principal Accounting Officer |
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3
Exhibit 3.1
COLE CREDIT PROPERTY TRUST IV, INC.
ARTICLES OF AMENDMENT
Cole Credit Property Trust IV, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Section 8.6 of the charter of the Corporation (the “Charter”) is hereby amended and superseded in its entirety as follows:
Section 8.6 Disposition Fee on Sale of Property . The Corporation may pay the Advisor, or its Affiliate, a real estate disposition fee upon Sale of one or more Properties, in an amount up to one-half of the brokerage commission paid, but in no event greater than one percent of the sales price of such Property or Properties. Payment of such fee may be made only if the Advisor, or its Affiliate, provides a substantial amount of services in connection with the Sale of a Property or Properties, as determined by a majority of the Independent Directors. In addition, the amount paid when added to all other real estate commissions paid to the Advisor, its Affiliates or unaffiliated parties in connection with such Sale shall not exceed an amount equal to the lesser of the Competitive Real Estate Commission or an amount equal to six percent of the contract sales price of such Property or Properties.
SECOND : The foregoing amendment to the Charter has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD : The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and attested by its Secretary this 23 rd day of February, 2012.
| ATTEST: | COLE CREDIT PROPERTY TRUST IV, INC. | |||||||
| By: |
/s/ Kenneth R. Christoffersen |
By: |
/s/ Christopher H. Cole |
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| Name: | Kenneth R. Christoffersen | Name: | Christopher H. Cole | |||||
| Title: | Secretary | Title: | Chief Executive Officer | |||||