8-K

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): April 29, 2020

Cole Office & Industrial REIT (CCIT III), Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland	333-209128 (1933 Act)	47-0983661
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2398 East Camelback Road, 4th Floor, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x

Item 3.03 Material Modification to Rights of Security Holders.

On April 29, 2020, the board of directors (“Board”) of Cole Office & Industrial REIT (CCIT III), Inc. (the “Company”) approved and adopted an Amended and Restated Distribution Reinvestment Plan (the “Amended DRIP”).  The Amended DRIP is effective as of May 15, 2020.

The Amended DRIP amends and restates the Company’s Distribution Reinvestment Plan (the “Plan”) and, among other changes, (i) provides that the Plan may be suspended at any time by majority vote of the Board without prior notice to Plan participants if the Board believes such action is in the best interest of the Company and its stockholders, and (ii) clarifies that the Company may provide notice of any amendment, supplement, suspension or termination of the Plan by including such information in a Current Report on Form 8-K or in its annual or quarterly reports filed with the Securities and Exchange Commission (“SEC”) or in a separate mailing to Plan participants.

The foregoing summary of the amendments in the Amended DRIP is qualified in its entirety by reference to the full text of the Amended and Restated Distribution Reinvestment Plan, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated by reference herein. Except as set forth above, the Amended DRIP did not materially amend the terms of the Company’s prior distribution reinvestment plan.

Item 8.01 Other Events.

Distributions

Given the impact of the COVID-19 outbreak, the Board has decided to make a determination as to the amount and timing of distributions on a monthly, instead of a quarterly, basis until such time that the Company has greater visibility into the impact that the COVID-19 outbreak will have on its tenants’ ability to continue to pay rent on their leases on a timely basis or at all, the degree to which federal, state or local governmental authorities grant rent relief or other relief or amnesty programs applicable to its tenants, the Company’s ability to access the capital markets, and on the United States and worldwide financial markets and economy.

On April 20, 2020, the Board authorized a distribution for the month of April 2020 of $0.04098 per share of the Company’s Class A and Class T common stock, less the per share distribution and stockholder servicing fees that are payable with respect to shares of Class T common stock (as such fees are calculated on a daily basis). The distributions for each class of common stock are payable to stockholders of record as of the close of business on April 30, 2020 and will be paid on May 1, 2020. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.

Amended Share Redemption Program

On April 29, 2020, the Board approved and adopted an Amended and Restated Share Redemption Program (the “Amended Share Redemption Program”). The Amended Share Redemption Program is effective as of June 1, 2020.

The Amended Share Redemption Program amends and restates the Company’s Share Redemption Program (the “Program”) and, among other changes, replaces the requirement for advance notice of any modification, suspension or termination of the Program with a provision that the Board may amend the terms of, suspend or terminate the Amended Share Redemption Program in its sole discretion if it believes that such action is in the best interest of the Company and its stockholders, and that any material modifications or suspension of the Amended Share Redemption Program will be disclosed to stockholders as promptly as practicable in the Company’s reports filed with the SEC and via its website.  The Amended Share Redemption Program also clarifies the types of stockholders whose share redemption requests are eligible to qualify for the special treatment that may be afforded in event of the death of a stockholder, as well as the process for such redemptions, and extends the time during which notice of any stockholder death must be given in connection with any such redemption requests, from 270 days to 12 months. 

The foregoing summary of the amendments in the Amended Share Redemption Program is qualified in its entirety by reference to the full text of the Amended and Restated Share Redemption Program, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Except as set forth above, the Amended Share Redemption Program did not materially amend the terms of the Company’s prior share redemption program.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Amended and Restated Distribution Reinvestment Plan, effective as of May 15, 2020.
99.1	Amended and Restated Share Redemption Program, effective as of June 1, 2020.

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 1, 2020	COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC.
	By:	/s/ Nathan D. DeBacker
	Name:	Nathan D. DeBacker
	Title:	Chief Financial Officer and Treasurer
		(Principal Financial Officer)

4

EX-4.1

Exhibit 4.1

AMENDED AND RESTATED

DISTRIBUTION REINVESTMENT PLAN

COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC.

EFFECTIVE AS OF MAY 15, 2020

Cole Office & Industrial REIT (CCIT III), Inc., a Maryland corporation (the “Company”), has adopted this Amended and Restated Distribution Reinvestment Plan (the “Plan”), to be administered by the Company or an unaffiliated third party (the “Administrator”) as agent for participants in the Plan (“Participants”), on the terms and conditions set forth below.

1.  Election to Participate. Any holder of shares of Class A common stock of the Company, par value $.01 per share (the “Class A Shares”) and Class T common stock of the Company, par value $.01 per share (the “Class T Shares” and collectively with the Class A Shares, the “Shares”), may become a Participant in the Plan by making a written election to participate in the Plan on such purchaser’s subscription agreement at the time of subscription for Shares or by completing and executing an authorization form obtained from the Administrator or any other appropriate documentation as may be acceptable to the Administrator. Participants in the Plan generally are required to have the full amount of their cash distributions (other than Excluded Distributions, as defined below) with respect to all Shares owned by them reinvested pursuant to the Plan. However, the Administrator shall have the sole discretion, upon the request of a Participant, to accommodate a Participant’s request for less than all of the Participant’s Shares to be subject to participation in the Plan.

2.  Distribution Reinvestment. The Administrator will receive all cash distributions (other than Excluded Distributions) paid by the Company with respect to Shares of Participants (collectively, the “Distributions”). Participation will commence with the next Distribution payment after receipt of the Participant’s election pursuant to Paragraph 1 hereof, provided it is received at least ten (10) days prior to the last business day of the period to which such Distribution relates. The election will apply to all Distributions attributable to such period and to all periods thereafter, unless and until termination of participation in the Plan, in accordance with Section 7. As used in this Plan, the term “Excluded Distributions” shall mean those cash or other distributions designated as Excluded Distributions by the Company’s Board of Directors (the “Board”). If the period for Distribution payments shall be changed, then this paragraph shall also be changed, without the need for advance notice to Participants.

3. General Terms of Plan Investments.

The Administrator will apply all Distributions subject to this Plan, as follows:

(a) The Administrator will invest Distributions on Class A Shares in Class A Shares and will invest Distributions on Class T Shares in Class T Shares, at a per share price equal to the most recently disclosed per share net asset value as determined in accordance with the Company’s valuation policy, as such valuation policy is amended from time to time (the “Valuation Policy”) less the aggregate distributions per Class A Share and Class T Share of any net sale proceeds from the sale of one or more of the Company’s assets, or other special distributions so designated by the Board, distributed to stockholders. No advance notice of pricing pursuant to this Paragraph 3(a) shall be required other than to the extent the issue is a material event requiring the public filing of a Form 8-K.

(b) The Administrator will invest Distributions in Shares that are registered with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to an effective registration statement for Shares for use in the Plan. No advance notice of pricing pursuant to this Paragraph 3(b) shall be required other than to the extent the issue is a material event requiring the public filing of a Form 8-K.

(c) Selling commissions will not be paid for the Shares purchased pursuant to the Plan.

(d) Dealer manager fees will not be paid for the Shares purchased pursuant to the Plan.

(e) For each Participant, the Administrator will maintain an account which shall reflect for each period in which Distributions are paid (a “Distribution Period”) the Distributions received by the Administrator on behalf of such Participant. A Participant’s account shall be reduced as purchases of Shares are made on behalf of such Participant.

(f) Distributions on Class A Shares will be reinvested in Class A Shares and Distributions on Class T Shares will be reinvested in Class T Shares by the Administrator promptly following the payment date with respect to such Distributions to the extent Shares are available for purchase under the Plan. If sufficient Shares are not available, any such funds that have not been invested in Shares within 30 days after receipt by the Administrator and, in any event, by the end of the fiscal quarter in which they are received, will be distributed to Participants. Any interest earned on such accounts will be returned to the respective Participant.

(g) Participants may acquire fractional Shares, computed to four decimal places, so that 100% of the Distributions will be used to acquire Shares. The ownership of the Shares shall be reflected on the books of the Company or its transfer agent.

(h) A Participant will not be able to acquire Shares under the Plan to the extent that such purchase would cause the Participant to exceed the ownership limits set forth in the Company’s charter, as amended, unless exempted by the Board.

4.  Absence of Liability. Neither the Company nor the Administrator shall have any responsibility or liability as to the value of the Shares or any change in the value of the Shares acquired for the Participant’s account. Neither the Company nor the Administrator shall be liable for any act done in good faith, or for any good faith omission to act hereunder.

5.  Reports to Participants. Within ninety (90) days after the end of each calendar year, the Administrator will mail to each Participant a statement of account describing, as to such Participant, the Distributions received, the number of Shares purchased and the per Share purchase price for such Shares pursuant to the Plan during the prior year. Each statement also shall advise the Participant that, in accordance with Section 5 hereof, the Participant is required to notify the Administrator in the event there is any material change in the Participant’s financial condition or if any representation made by the Participant under the subscription agreement for the Participant’s initial purchase of Shares becomes inaccurate. Tax information regarding a Participant’s participation in the Plan will be sent to each Participant by the Company or the Administrator at least annually.

6.  Taxes. Taxable Participants may incur a tax liability for Distributions even though they have elected not to receive their Distributions in cash but rather to have their Distributions reinvested in Shares under the Plan.

7. Termination.

(a) A Participant may terminate or modify his or her participation in the Plan at any time by written notice to the Administrator. To be effective for any Distribution, such notice must be received by the Administrator at least ten (10) days prior to the last day of the Distribution Period to which it relates.

(b) A Participant’s transfer of Shares will terminate participation in the Plan with respect to such transferred Shares as of the first day of the Distribution Period in which such transfer is effective, unless the transferee of such Shares in connection with such transfer demonstrates to the Administrator that such transferee meets the requirements for participation hereunder and affirmatively elects participation by delivering an executed authorization form or other instrument required by the Administrator.

(c) In the event that a Participant requests a redemption of all of the Participant’s Shares, the Participant will be deemed to have given written notice to the Administrator, at the time the redemption request is submitted, that the Participant is terminating his or her participation in the Plan, and is electing to receive all future distributions in cash. This election will continue in effect even if less than all of the Participant’s Shares are redeemed unless the Participant notifies the Administrator that he or she elects to resume participation in the Plan.

8.  State Regulatory Restrictions. The Administrator is authorized to deny participation in the Plan to residents of any state or foreign jurisdiction that imposes restrictions on participation in the Plan that conflict with the general

terms and provisions of this Plan, including, without limitation, any general prohibition on the payment of broker-dealer commissions for purchases under the Plan.

9. Amendment, Suspension or Termination by Company.

(a) The terms and conditions of this Plan may be amended, supplemented or terminated by the Company at any time by majority vote of the Board, including but not limited to an amendment to the Plan to substitute a new Administrator to act as agent for the Participants; provided, however, that (i) notice of any material amendment or termination of the Plan must be provided to Participants at least ten (10) days prior to the effective date thereof and (ii) the Company may not amend the Plan to (1) provide for selling commissions or dealer manager fees to be paid for shares purchased pursuant to this Plan or (2) revoke a Participant’s right to terminate or modify his participation in the Plan. The Plan may also be suspended by the Company at any time by majority vote of the Board without prior notice to Participants if the Board believes such action is in the best interest of the Company and its stockholders. The Company may provide notice under this Section 9 by including such information (i) in a Current Report on Form 8-K or in its annual or quarterly reports, all publicly filed with the Commission or (ii) in a separate mailing to the Participants.

(b) The Administrator may suspend or terminate a Participant’s individual participation in the Plan at any time by providing ten (10) days’ prior written notice to a Participant.

(c) After suspension or termination of the Plan or suspension or termination of a Participant’s participation in the Plan, the Administrator will send to each Participant a check for the amount of any Distributions in the Participant’s account that have not been invested in Shares. Any future Distributions with respect to such former Participant’s Shares made after the effective date of the suspension or termination of the Participant’s participation will be sent directly to the former Participant.

10.  Participation by Limited Partners of Cole Corporate Income Operating Partnership III, LP. For purposes of this Plan, “stockholders” shall be deemed to include limited partners of Cole Corporate Income Operating Partnership III, LP (the “Partnership”), “Participants” shall be deemed to include limited partners of the Partnership that elect to participate in the Plan, and “Distribution,” when used with respect to a limited partner of the Partnership, shall mean cash distributions on limited partnership interests held by such limited partner.

11.  Governing Law. This Plan and the Participants’ election to participate in the Plan shall be governed by the laws of the State of Maryland.

12.  Notice. Any notice or other communication required or permitted to be given by any provision of this Plan shall be in writing and, if to the Administrator, addressed to Shareholder Relations Department, 2398 East Camelback Road, 4^th Floor, Phoenix, Arizona 85016, or such other address as may be specified by the Administrator by written notice to all Participants. Notices to a Participant may be given by letter addressed to the Participant at the Participant’s last address of record with the Administrator. Each Participant shall notify the Administrator promptly in writing of any changes of address.

EX-99.1

Exhibit 99.1

COLE OFFICE & INDUSTRIAL REIT (CCIT III), INC.

AMENDED AND RESTATED

SHARE REDEMPTION PROGRAM

Effective as of June 1, 2020

This Amended and Restated Share Redemption Program (the “Share Redemption Program”) of Cole Office & Industrial REIT (CCIT III), Inc. (the “Company”), as approved by the Company’s Board of Directors on the date set forth above, shall constitute the share repurchase program of the Company. Each capitalized term in this Share Redemption Program not otherwise defined herein has the same meaning as that set forth in Article IV of the Company’s Articles of Amendment and Restatement.

The Company’s Common Shares are not currently listed on a national securities exchange and the Company will not seek to list the stock unless and until such time as the Company’s Board of Directors believes that the listing of the Company’s Common Shares would be in the best interest of the Company’s stockholders. In order to provide stockholders with the benefit of interim liquidity, stockholders who have held their Common Shares for at least one year may present all, or a portion consisting of at least the lesser of (1) 25% of the holder’s shares; or (2) a number of shares with an aggregate redemption price of $2,500 to the Company for redemption at any time in accordance with the procedures outlined below. At that time, the Company may, subject to the conditions and limitations described below, redeem the shares presented for redemption for cash to the extent that the Company has sufficient funds available to fund such redemption. The Company will not pay to its Sponsor, Board of Directors, Advisor or its Affiliates any fees to complete any transactions under this Share Redemption Program.

Except as noted below for redemptions due to a stockholder’s death, bankruptcy or other exigent circumstances, the redemption price per share will equal the per share value shown on the stockholder’s most recent customer account statement. If not already reflected on the most recent customer account statement, the redemption price will be adjusted, for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Common Shares. At any time the Company is engaged in an offering of shares, the per share price for shares redeemed under the Share Redemption Program will always be equal to or lower than the applicable per share offering price.

In determining the redemption price, the Company will consider shares to have been redeemed from a stockholder’s account on a first in, first out basis. The Company’s Board of Directors will announce any redemption price adjustment and the time period of its effectiveness as a part of its regular communications with the Company’s stockholders. If the Company has sold property and has made one or more special distributions to the Company’s stockholders of all or a portion of the net proceeds from such sales, the per share redemption price will be reduced by the net sale proceeds per share distributed to stockholders prior to the redemption date. The Company’s Board of Directors will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While the Company’s board of directors does not have specific criteria for determining a special distribution, the Company expects that a special distribution will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds.

Upon receipt of a request for redemption, the Company may conduct a Uniform Commercial Code search to ensure that no liens are held against the shares. Any costs in conducting the Uniform Commercial Code search will be borne by the Company.

The Company may waive the one-year holding period requirement upon request due to the death of a stockholder who is a natural person, bankruptcy or other exigent circumstances as determined by the Company’s Advisor. In the event of the death of a stockholder who is a natural person, including shares held by such stockholder through a revocable grantor trust or an IRA or other retirement or profit-sharing plan, the Company must receive the written redemption request from the stockholder’s estate, the recipient of the shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request redemption on behalf of the trust. within 12 months after the stockholder’s death. If spouses are joint registered holders of shares, the request to have the shares redeemed may be made if either of the registered holders dies. If the stockholder is

not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right of redemption upon death does not apply. In the event that a stockholder redeems all of his or her shares, any shares that such stockholder purchased pursuant to the distribution reinvestment plan will be excluded from the one-year holding requirement. Also, for purposes of the one-year holding period, limited partners of the Company’s Operating Partnership who exchanged their limited partnership units for Common Shares will be deemed to have owned their shares as of the date the Company’s Operating Partnership’s units were issued. Shares redeemed in connection with a stockholder’s death will be redeemed at a purchase price per share equal to the current per share net asset value. Shares redeemed in connection with a stockholder’s bankruptcy or other exigent circumstance within one year from the purchase date will be redeemed at a price per share equal to the price per share the Company would pay had the stockholder held the shares for one year from the purchase date.

In the event that a stockholder requests a redemption of all of his or her shares, and such stockholder is participating in the Company’s distribution reinvestment plan, such stockholder will be deemed to have notified the Company, at the time the stockholder submits his or her redemption request, that such stockholder is terminating his or her participation in the Company’s distribution reinvestment plan, and has elected to receive future distributions in cash. This election will continue in effect even if less than all of such stockholder’s shares are redeemed unless such stockholder notifies us that he or she wishes to resume his or her participation in the Company’s distribution reinvestment plan.

The Company will limit the number of shares redeemed pursuant to the Company’s Share Redemption Program as follows: (1) the Company will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid; and (2) funding for the redemption of shares will be limited to the net proceeds the Company receives from the sale of shares under the distribution reinvestment plan. In an effort to accommodate redemption requests throughout the calendar year, the Company intends to limit quarterly redemptions to approximately one-fourth of 5% (1.25%) of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter, and funding for redemptions for each quarter generally will be limited to the net proceeds the Company receives from the sale of shares in the respective quarter under the distribution reinvestment plan; however, the Company’s management may waive these quarterly limitations in its sole discretion, subject to the 5% cap on the number of shares the Company may redeem during the respective trailing 12-month period. Any of the foregoing limits might prevent the Company from accommodating all redemption requests made in any fiscal quarter or in any 12-month period, in which case quarterly redemptions will be made pro rata, except as described below. The Company’s management also reserves the right, in its sole discretion at any time, and from time to time, to reject any request for redemption for any reason.

The Company will redeem the Common Shares no later than the end of the month following the end of each fiscal quarter. Requests for redemption must be received at least ten (10) days prior to the last business day of the fiscal quarter in order for the Company to repurchase the shares in the month following the end of that fiscal quarter. A stockholder will be able to withdraw his or her request to have his or her shares redeemed, but all such requests generally must be submitted at least ten (10) days prior to the last business day of the applicable fiscal quarter. Any redemption capacity that is not used as a result of the withdrawal or rejection of redemption requests may be used to satisfy the redemption requests of other stockholders received for that fiscal quarter, and such redemption payments may be made at a later time than when that quarter’s redemption payments are made.

The Company will determine whether it has sufficient funds and/or shares available as soon as practicable after the end of each fiscal quarter, but in any event prior to the applicable payment date. If the Company cannot purchase all shares presented for redemption in any fiscal quarter, based upon insufficient cash available and/or the limit on the number of shares the Company may redeem during any quarter or year, the Company will give priority to the redemption of deceased stockholders’ shares (if the volume of requests to redeem deceased stockholders’ shares in a particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other redemption requests were processed, the requests to redeem deceased stockholders’ shares will be honored on a pro rata basis). The Company next will give priority to requests for full redemption of accounts with a balance of 250 shares or less at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly redemption requests on a pro rata basis. Following such quarterly redemption period, if a stockholder would like to resubmit the unsatisfied portion of the

prior request for redemption, such stockholder must submit a new request for redemption of such shares at least ten (10) days prior to the last business day of the new quarter. Unfulfilled requests for redemption will not be carried over automatically to subsequent redemption periods.

The Company’s Board of Directors may choose to amend the terms of, suspend or terminate the Company’s Share Redemption Program in its sole discretion if it believes that such action is in the best interest of the Company and its stockholders. Any material modifications or suspension of the Company’s share redemption program by the Company’s board of directors will be disclosed to the Company’s stockholders as promptly as practicable in the Company’s reports filed with the Securities and Exchange Commission and via its website. Because the redemption of shares will be funded with the net proceeds the Company receives from the sale of shares under the Company’s distribution reinvestment plan, the discontinuance or termination of the distribution reinvestment plan will adversely affect the Company’s ability to redeem shares under the Share Redemption Program.

The Company’s Share Redemption Program is only intended to provide limited liquidity to the Company’s stockholders until a liquidity event occurs, which may include the sale of the Company, the sale of all or substantially all of the Company’s assets, a merger or similar transaction, an alternative strategy that will result in a significant increase in opportunities for stockholders to redeem their shares or the listing of the shares of common stock for trading on a national securities exchange. The Share Redemption Program will be terminated if the Common Shares become listed on a national securities exchange. The Company cannot guarantee that a liquidity event will occur.

The shares the Company redeems under the Share Redemption Program will be cancelled and will return to the status of authorized but unissued shares. The Company does not intend to resell such shares to the public unless they are first registered with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, and under appropriate state securities laws or otherwise sold in compliance with such laws.

The Company will disclose, for the prior year ended and on a quarterly basis for the current year to date, when available and applicable, the number of Common Shares that the Company redeemed, the average redemption price for those shares, whether any redemption requests went unfulfilled and the source of the cash used to fund the redemptions.