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): December 28, 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. |
Second Amendment to Dealer Manager Agreement
On December 29, 2015, Carter Validus Mission Critical REIT II, Inc. (the “Company”) entered into an amendment (the “Second Amendment”) to the Amended and Restated Dealer Manager Agreement (as amended and renewed, the “Dealer Manager Agreement”), by and among the Company, Carter Validus Advisors II, LLC (the “Advisor”) and SC Distributors, LLC (the “Dealer Manager”), dated June 10, 2014. The purpose of the Second Amendment, which is attached as Exhibit 1.1 hereto, is to revise certain terms of the distribution and servicing fee payable in connection with Class T shares.
Pursuant to the terms of the Second Amendment, the Company’s obligations to pay the distribution and servicing fee to the Dealer Manager in connection with Class T shares sold in the primary offering will survive until the earliest to occur of (i) a listing of the Company’s Class T shares on a national securities exchange; (ii) following the completion of the Company’s offering, total underwriting in the offering equaling 10% of the gross proceeds from the Company’s primary offering; (iii) such Class T shares no longer being outstanding; or (iv) the fourth anniversary of the last day of the fiscal quarter in which the Company’s primary offering terminates.
The material terms of the Second Amendment are qualified in their entirety by the Second Amendment filed as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference.
First Amendment to Partnership Agreement
On December 28, 2015, the Company entered into an amendment (the “First Amendment”) to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP (the “Partnership Agreement”), by and between the Company, which holds both general partner and limited partner interests in Carter Validus Operating Partnership II, LP, and the Advisor, which holds a special limited partner interest in Carter Validus Operating Partnership II, LP. The purpose of the First Amendment, which is attached as Exhibit 10.1 hereto, is to revise the amount of special fees borne by holders of Class T limited partnership units (“Class T OP Units”).
Pursuant to the terms of the First Amendment, the holders of Class T OP Units (other than Class T OP Units issued in connection with Class T shares purchased through the Company’s distribution reinvestment plan), will receive a 1.0% annual distribution and servicing fee for each Class T OP Unit, to the extent not otherwise borne by the Company as the general partner.
The material terms of the First Amendment are qualified in their entirety by the First Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 1.1 | Second Amendment to the Amended and Restated Dealer Manager Agreement, dated December 29, 2015. | |
| 10.1 | First Amendment to the Amended and Restated Limited Partnership Agreement of Carter Validus Operating Partnership II, LP, dated December 28, 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: December 30, 2015 | By: |
/s/ Todd M. Sakow |
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| Name: | Todd M. Sakow | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 1.1
SECOND AMENDMENT TO AMENDED AND RESTATED DEALER MANAGER
AGREEMENT
This SECOND AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this “ Second Amendment ”), effective as of December 29, 2015, is entered into by and between CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (the “ Company ”), CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company (the “ Advisor ”) and SC DISTRIBUTORS, LLC, a Delaware limited liability company (the “ Dealer Manager ”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Dealer Manager Agreement (defined below).
WHEREAS , the Company, the Advisor and the Dealer Manager are parties to that certain Amended and Restated Dealer Manager Agreement, dated June 10, 2014, as amended and renewed (the “ Dealer Manager Agreement ”);
WHEREAS , the Company, the Advisor and the Dealer Manager desire to further amend the Dealer Manager Agreement in order to revise certain terms of the distribution fee payable in connection with Class T shares; and
NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendment to Section 4(b) . |
Section 4(b) of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows:
4. DEALER MANAGER COMPENSATION
(b) DISTRIBUTION AND SERVICING FEE. For providing the services described in Exhibit A attached hereto, the Company will pay to the Dealer Manager a distribution and servicing fee with respect to the outstanding Class T Shares only that accrues daily equal to 1/365th of up to 1.0% of the amount of the purchase price per share (or, once reported, the net asset value for the Class T Shares for such day) on a continuous basis from year to year (the “ Distribution and Servicing Fee ”).
The Company will pay the Distribution and Servicing Fee to the Dealer Manager on a monthly basis in arrears. The Dealer Manager may reallow the Distribution and Servicing Fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses. Such reallowance, if any, shall be determined by the Dealer Manager in its sole discretion based on factors including, but not limited to, the level of services that each such Participating Broker-Dealer performs, including ministerial, record-keeping, sub-accounting, stockholder services and other administrative services in connection with the distribution of the Class T Shares. The Dealer Manager’s reallowance of Distribution and Servicing Fees to a particular Participating Broker-Dealer shall be described in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.
The Company’s obligations to pay the Distribution and Servicing Fee to the Dealer Manager will survive until the earliest to occur of (i) a listing of the Class T Shares on a national securities exchange, (ii) following the completion of the Offering, total underwriting compensation in the Offering equaling
10% of the gross proceeds from the Primary Offering, (iii) such Class T Shares no longer being outstanding, or (iv) the fourth anniversary of the last day of the fiscal quarter in which the Primary Offering terminates. The Company will not pay to the Dealer Manager any Distribution and Servicing Fees with respect to the purchase of any Class A Shares or to Class T Shares purchased under the DRP.
| 2. | Governing Law . |
The provisions of this Second Amendment shall be construed and interpreted in accordance with the laws of the State of Florida, and venue for any action brought with respect to any claims arising out of this Second Amendment shall be brought exclusively in Hillsborough County, Tampa.
| 3. | Counterparts . |
This Second Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.
Except as expressly set forth herein, the Dealer Manager Agreement remains unmodified and unchanged and the parties hereto ratify and confirm the Dealer Manager Agreement as amended hereby.
[ Signature Pages Follow ]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment effective as of the date first set forth above.
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CARTER VALIDUS MISSION CRITICAL REIT II, INC. |
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| By: | /s/ John E. Carter | |||
|
John E. Carter Chief Executive Officer |
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| CARTER VALIDUS ADVISORS II, LLC | ||||
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By: |
/s/ Lisa A. Drummond | |||
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Lisa A. Drummond Chief Operating Officer and Secretary |
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| SC DISTRIBUTORS, LLC | ||||
| By: | /s/ Patrick Miller | |||
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Patrick Miller President |
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Exhibit 10.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CARTER VALIDUS OPERATING PARTNERSHIP II, LP (the “ Partnership ”) effective as of December 28, 2015, (the “ First Amendment ”) is entered into by and between Carter Validus Mission Critical REIT II, Inc., a Maryland corporation holding both general partner and limited partner interests in the Partnership (the “ General Partner ”), and Carter Validus Advisors II, LLC, a Delaware limited liability company holding a special limited partner interest in the Partnership (the “ Special Limited Partner ”). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Original Agreement (defined below).
WHEREAS , the Partnership is governed by that certain Amended and Restated Limited Partnership Agreement of the Partnership entered into on June 10, 2014 (the “ Agreement ”); and
WHEREAS , the General Partner and Limited Partner desire to revise the amount of special fees borne by holders of Class T OP Units.
NOW, THEREFORE , in consideration of the foregoing and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. |
Amendment to Section 4.9(e) . |
Section 4.9(e) of the Agreement is hereby amended and restated in its entirety as follows:
Section 4.9 Special Fees.
(e) 1.0% annual distribution and servicing fee for each Class T OP Unit (other than Class T OP Units issued in connection with Class T REIT Shares purchased through the General Partner’s distribution reinvestment plan).
| 2. |
Counterparts . |
This First Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument.
| 3. |
No Other Amendments . |
Except as expressly set forth herein, the Agreement remains unmodified and unchanged and the parties hereto ratify and confirm the Agreement as amended hereby.
[ Signature Pages Follow ]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment effective as of the date first set forth above.
| GENERAL PARTNER: | ||||||
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CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation |
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By: /s/ John E. Carter John E. Carter Chief Executive Officer |
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| SPECIAL LIMITED PARTNER: | ||||||
| CARTER VALIDUS ADVISORS II, LLC, a Delaware limited liability company | ||||||
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By: /s/ Lisa A. Drummond Lisa A. Drummond Chief Operating Officer and Secretary |
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