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): July 22, 2015
Carter Validus Mission Critical REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 000-55435 | 46-1854011 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4890 West Kennedy Blvd.
Suite 650
Tampa, Florida 33609
(Address of principal executive offices)
(813) 287-0101
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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 1.01 | Entry into a Material Definitive Agreement. |
The information reported in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Increase in Pool Availability under KeyBank Credit Facility
As previously reported in a Current Report on Form 8-K filed on December 23, 2014, Carter Validus Operating Partnership II, LP (“CVOP II”), the operating partnership of Carter Validus Mission Critical REIT II, Inc. (the “Company”) and certain of the Company’s subsidiaries amended certain agreements related to the Company’s credit facility (the “KeyBank Credit Facility”) to increase the maximum commitments available under the KeyBank Credit Facility from $35,000,000 to an aggregate of up to $180,000,000, consisting of a revolving line of credit with a maturity date of December 17, 2017, subject to CVOP II’s right for one, 12-month extension period (the “KeyBank Credit Facility Amendment”). Subject to certain conditions, the KeyBank Credit Facility can be increased to $400,000,000.
On July 22, 2015, in connection with the Company’s acquisition of a real estate portfolio consisting of five healthcare properties, CVOP II, through a wholly-owned subsidiary, entered into a joinder agreement with KeyBank National Association to add the portfolio to the pool availability of the KeyBank Credit Facility, which increased CVOP II’s pool availability under the KeyBank Credit Facility by approximately $37,805,626.
In addition, on July 24, 2015, in connection with the Company’s acquisition of another healthcare property, CVOP II, through a wholly-owned subsidiary, entered into two joinder agreements with KeyBank National Association to add the healthcare property to the pool availability of the KeyBank Credit Facility, which increased CVOP II’s pool availability under the KeyBank Credit Facility by approximately $14,447,388.
The actual amount of credit available under the KeyBank Credit Facility is a function of certain loan-to-cost, loan-to-value and debt service coverage ratios contained in the KeyBank Credit Facility Amendment. As of July 28, 2015, the aggregate pool availability was $72,368,570 and $70,000,000 was outstanding under the KeyBank Credit Facility.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Joinder Agreement by HCII-15 ENTERPRISE DRIVE, LLC, HCII-68 CAVALIER BOULEVARD, LLC, HCII-107 FIRST PARK DRIVE, LLC, HCII-3590 LUCILLE DRIVE, LLC, HCII-237 WILLIAM HOWARD TAFT ROAD, LLC to KeyBank National Association, as Agent, dated July 22, 2015. | |
| 10.2 | Joinder Agreement by HCII-2752 CENTURY BOULEVARD, LLC to KeyBank National Association, as Agent, dated July 24, 2015. | |
| 10.3 | Joinder Agreement by HCII-2752 CENTURY BOULEVARD PA, LP to KeyBank National Association, as Agent, dated July 24, 2015. | |
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.
| Carter Validus Mission Critical REIT II, Inc. | ||||||
| Dated: July 28, 2015 | By: |
/s/ Todd M. Sakow |
||||
| Name: | Todd M. Sakow | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 10.1
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of July 22, 2015, by EACH OF THE ENTITIES IDENTIFIED AS “JOINING PARTIES” ON THE SIGNATURE PAGES OF THIS JOINDER AGREEMENT (each individually, a “Joining Party” and collectively, the “Joining Parties”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain First Amended and Restated Credit Agreement dated as of December 17, 2014, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.
RECITALS
A. Each Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement.
B. Each Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement.
NOW, THEREFORE, Joining Party agrees as follows:
AGREEMENT
1. Joinder . By this Joinder Agreement, each Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Each Joining Party agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.
2. Representations and Warranties of Joining Parties . Each Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to each such Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to the Joining Parties and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that any of the Joining Parties becomes a Subsidiary Guarantor.
3. Joint and Several . Each Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the Agent and the Lenders shall be a joint and several obligation of such Joining Party to the same extent as if executed and delivered by such Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement and the Indemnity Agreement to confirm such obligation.
4. Further Assurances . Each Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.
5. GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Counterparts . This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.
7. Effective Date . The effective date (the “Effective Date”) of this Joinder Agreement is July 22, 2015.
[SIGNATURES ON FOLLOWING PAGE]
2
IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.
| “JOINING PARTY” | ||||||||
| HCII-15 ENTERPRISE DRIVE, LLC , | ||||||||
| HCII-68 CAVALIER BOULEVARD, LLC , | ||||||||
| HCII-107 FIRST PARK DRIVE, LLC , | ||||||||
| HCII-3590 LUCILLE DRIVE, LLC , and | ||||||||
| HCII-237 WILLIAM HOWARD TAFT ROAD, LLC , | ||||||||
| each a Delaware limited liability company | ||||||||
| By: | Carter Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member | |||||||
| By: | Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner | |||||||
| By: |
/s/ John E. Carter |
|||||||
| Name: | John E. Carter | |||||||
| Title: | Chief Executive Officer | |||||||
| ACKNOWLEDGED: | ||
| KEYBANK NATIONAL ASSOCIATION, as Agent | ||
| By: |
/s/ Kristin Centracchio |
|
| Name: | Kristin Centracchio | |
| Its: | Vice President | |
[Signature Page to Joinder Agreement]
Exhibit 10.2
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of July 24, 2015, by HCII-2752 CENTURY BOULEVARD, LLC, a Delaware limited liability company (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain First Amended and Restated Credit Agreement dated as of December 17, 2014, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.
RECITALS
A. Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement.
B. Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement.
NOW, THEREFORE, Joining Party agrees as follows:
AGREEMENT
1. Joinder . By this Joinder Agreement, Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.
2. Representations and Warranties of Joining Party . Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor.
3. Joint and Several . Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the
Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement and the Indemnity Agreement to confirm such obligation.
4. Further Assurances . Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.
5. GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Counterparts . This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.
7. The effective date (the “Effective Date”) of this Joinder Agreement is July 24, 2015.
[SIGNATURES ON FOLLOWING PAGE]
2
IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.
| “JOINING PARTY” | ||||||||
| HCII-2752 CENTURY BOULEVARD, LLC , a Delaware limited liability company | ||||||||
| By: | Carter Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member | |||||||
| By: | Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner | |||||||
| By: |
/s/ John E. Carter |
|||||||
| Name: | John E. Carter | |||||||
| Title: | Chief Executive Officer | |||||||
| ACKNOWLEDGED: | ||
| KEYBANK NATIONAL ASSOCIATION, as Agent | ||
| By: |
/s/ Kristin Centracchio |
|
| Name: | Kristin Centracchio | |
| Its: | Vice President | |
[Signature Page to Joinder Agreement]
Exhibit 10.3
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of July 24, 2015, by HCII-2752 CENTURY BOULEVARD PA, LP, a Delaware limited partnership (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain First Amended and Restated Credit Agreement dated as of December 17, 2014, as from time to time in effect (the “Credit Agreement”), by and among Carter Validus Operating Partnership II, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.
RECITALS
A. Joining Party is required, pursuant to §5.5 of the Credit Agreement, to become an additional Subsidiary Guarantor under the Guaranty, the Indemnity Agreement and the Contribution Agreement.
B. Joining Party expects to realize direct and indirect benefits as a result of the availability to the Borrower of the credit facilities under the Credit Agreement.
NOW, THEREFORE, Joining Party agrees as follows:
AGREEMENT
1. Joinder . By this Joinder Agreement, Joining Party hereby becomes a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement and the other Loan Documents, and a “Subsidiary Guarantor” under the Contribution Agreement. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement.
2. Representations and Warranties of Joining Party . Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Guarantor” or “Subsidiary Guarantor” are true and correct in all material respects as applied to Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date. As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Subsidiary Guarantors apply to Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that Joining Party becomes a Subsidiary Guarantor.
3. Joint and Several . Joining Party hereby agrees that, as of the Effective Date, the Guaranty, the Contribution Agreement and the Indemnity Agreement heretofore delivered to the
Agent and the Lenders shall be a joint and several obligation of Joining Party to the same extent as if executed and delivered by Joining Party, and upon request by Agent, will promptly become a party to the Guaranty, the Contribution Agreement and the Indemnity Agreement to confirm such obligation.
4. Further Assurances . Joining Party agrees to execute and deliver such other instruments and documents and take such other action, as the Agent may reasonably request, in connection with the transactions contemplated by this Joinder Agreement.
5. GOVERNING LAW . THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
6. Counterparts . This Joinder Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.
7. The effective date (the “Effective Date”) of this Joinder Agreement is July 24, 2015.
[SIGNATURES ON FOLLOWING PAGE]
2
IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.
| “JOINING PARTY” | ||||||||||
| HCII-2752 CENTURY BOULEVARD PA, LP , a Delaware limited partnership | ||||||||||
| By: | HCII-2752 Century Boulevard, LLC, a Delaware limited liability company, its general partner | |||||||||
| By: | Carter Validus Operating Partnership II, LP, a Delaware limited partnership, its sole member | |||||||||
| By: | Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its General Partner | |||||||||
| By: |
/s/ John E. Carter |
|||||||||
| Name: | John E. Carter | |||||||||
| Title: | Chief Executive Officer | |||||||||
| ACKNOWLEDGED: | ||
| KEYBANK NATIONAL ASSOCIATION, as Agent | ||
| By: |
/s/ Kristin Centracchio |
|
| Name: | Kristin Centracchio | |
| Its: | Vice President | |
[Signature Page to Joinder Agreement]