Notice Of Amendment To The Offer And Tender Offer Documents For Shares Of Cole Office & Industrial REIT (CCIT II), Inc. – Change Of Offer Price

BELLEVUE, Wash., Dec. 31, 2019 – — The Purchasers, CMG Income Fund II, LLC, CMG Liquidity Fund, LLC, and CMG Partners, LLC, have amended their offer to purchase for cash the Class A common shares (“Shares”) of Cole Office & Industrial REIT (CCIT II), Inc. (the “REIT”), to change the Offer Price from $6.03 per Share to $5.50 per Share, for a total of up to $825,000 in cash, upon the terms and subject to the conditions set forth in the Purchasers’ Offer to Purchase and in the related Agreement of Assignment and Transfer for the Offer, as amended (which together constitute the “Offer” and the “Tender Offer Documents”).

The change in the Offer Price is based on the special distribution of $1.03 per Share payable to Shareholders as of January 15, 2020 and the REIT’s change of its estimated net asset value (“NAV”) from $11.03 to $10.00 per Share, as recently announced by the REIT. The reduced Offer Price of $5.50 per Share represents a 45% discount (unchanged) from the reduced NAV of $10.00, and with the special dividend, Shareholders who transfer their Shares to the Purchasers at the new Offer Price of $5.50 will receive a total of $6.53 per Share, $0.50 per Share more than they would have received if they had sold their Shares to CMG at the original Offer Price without the special dividend.

The change in the Offer Price is the only change to the Offer and the Tender Offer Documents. The expiration date of the Offer of January 15, 2020, is unchanged. The Offer will expire at 11:59 p.m., Pacific Time, on January 15, 2020, unless the Offer is extended by the Purchasers, in their sole discretion, to another date and time by written notice of extension published or delivered to Shareholders.


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