Carter Validus Mission Critical REIT II, Inc. (Form: 8-K, Received: 10/18/2016 11:39:02)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): October 17, 2016

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CARTER VALIDUS MISSION CRITICAL REIT II, INC.

(Exact Name of Registrant as Specified in Its Charter)

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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.

Fourth Amendment to Dealer Manager Agreement

On October 17, 2016, Carter Validus Mission Critical REIT II, Inc. (the “Company”) entered into an amendment (the “Fourth Amendment”) to 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 (as amended, the “Dealer Manager Agreement”). The purpose of the Fourth Amendment, which is filed as Exhibit 1.6 to this Current Report on Form 8-K, is to: (i) subject the dealer manager fee payable by the Company to the revised volume discounts set forth in the Company’s prospectus, as supplemented from time to time (the “Prospectus”), and (ii) obligate the Advisor to pay certain amounts to the Dealer Manager in connection with volume discount purchases.

Pursuant to the terms of the Fourth Amendment, subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Company will pay the Dealer Manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A shares and Class T shares (the “Dealer Manager Fee”); provided , however , that the Dealer Manager Fee may be changed in the future by the mutual consent of the Company and the Dealer Manager. The Fourth Amendment also provides that with respect to sales of Class T shares of $2,000,000 or above to a qualifying purchaser (as defined in the "Plan of Distribution" section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee payable by the Company to the Dealer Manager, as set forth in the “Plan of Distribution” section of the Prospectus. In addition, the Fourth Amendment provides that with respect to sales of Class T shares of $5,000,000 or above to a qualifying purchaser (as defined in the "Plan of Distribution" section of the Prospectus"), the Advisor will pay an additional amount equal to 1.0% of gross offering proceeds for each purchase.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full Fourth Amendment, a copy of which is filed as Exhibit 1.6 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits



1.6	Fourth Amendment to Amended and Restated Dealer Manager Agreement, by and among Carter Validus Mission Critical REIT II, Inc., Carter Validus Advisors II, LLC and SC Distributors, LLC, dated October 17, 2016.

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: October 18, 2016	By:	/s/ Todd M. Sakow
	Name:	Todd M. Sakow
	Title:	Chief Financial Officer

Exhibit 1.6

FOURTH AMENDMENT TO AMENDED AND RESTATED DEALER MANAGER AGREEMENT

This FOURTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this “ Fourth Amendment ”), effective as of October 17, 2016, 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 from time to time (the “ Dealer Manager Agreement ”); and

WHEREAS , the Company, the Advisor and the Dealer Manager desire to further amend the Dealer Manager Agreement to subject the dealer manager fee payable by the Company to the revised volume discounts set forth in the Company’s prospectus, as supplemented from time to time (the “ Prospectus ”), and to obligate the Advisor to pay certain amounts to the Dealer Manager in connection with volume discount purchases.

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(c) .

Section 4(c) of the Dealer Manager Agreement is hereby amended and restated in its entirety as follows:

(c) DEALER MANAGER FEE . Subject to the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, the Company will pay the Dealer Manager a dealer manager fee of up to 3.0% of gross offering proceeds from the sale of Class A Shares and Class T Shares (the “ Dealer Manager Fee ”); provided, however, that the Dealer Manager Fee may be changed in the future by the mutual consent of the Company and the Dealer Manager. Pursuant to, and in accordance with, the terms of the volume discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus, with respect to sales of Class T Shares of $2,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an amount equal to 1.0% of the gross offering proceeds for each purchase, in addition to the applicable Dealer Manager Fee amount payable by the Company to the Dealer Manager, as set forth therein. In addition, with respect to sales of Class T Shares of $5,000,000 or more to a qualifying purchaser (as defined in the “Plan of Distribution” section of the Prospectus), the Advisor will pay the Dealer Manager an additional amount equal to 1.0% of the gross offering proceeds for each purchase. The Dealer Manager may reallow a portion of the Dealer Manager Fee and the amounts paid by the Advisor to the Dealer Manager pursuant to this section to Participating Broker-Dealers. The Dealer Manager’s reallowance of Dealer Manager Fees and the amounts paid by the Advisor to the Dealer Manager pursuant to this section to a particular Participating Broker-Dealer

shall be as set forth in Schedule 1 to the Participating Broker-Dealer Agreement with such Participating Broker-Dealer.

The Company and Advisor’s obligations to pay the Dealer Manager Fee to the Dealer Manager with respect to a class of Shares will survive until the earliest to occur of (i) a listing of the Shares on a national securities exchange, (ii) the Shares no longer being outstanding, as a result of, without limitation, upon their redemption or other repurchase by the Company, upon the Company’s dissolution or upon a merger or extraordinary transaction to which the Company is a party pursuant to which the Shares are exchanged for cash or other securities, (iii) as of the end of the applicable time period prescribed by applicable FINRA rules or regulations, the date at which total underwriting compensation (as defined in accordance with applicable FINRA rules) paid with respect to the Offering equals 10% of the gross proceeds from the sale of Primary Shares, or (iv) the termination of this Agreement.

In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Participating Broker-Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee, exceed ten percent (10.0%) of the aggregate gross offering proceeds from the Primary Offering.


2.	Governing Law .

The provisions of this Fourth 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 Fourth Amendment shall be brought exclusively in Hillsborough County, Tampa.


3.	Counterparts .

This Fourth 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 Fourth Amendment effective as of the date first set forth above.



	CARTER VALIDUS MISSION CRITICAL REIT II, INC. By: /s/ John E. Carter John E. Carter Chief Executive Officer CARTER VALIDUS ADVISORS II, LLC By: /s/ Lisa A. Drummond Lisa A. Drummond Chief Operating Officer and Secretary SC DISTRIBUTORS, LLC By: /s/ Patrick Miller Patrick Miller President