UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 13, 2017
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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
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000-55435
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46-1854011
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
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On Janu
ary 13, 2017, C
arter Validus Mission Critical REIT II, Inc. (the “Company”) filed Articles Supplementary to the Company’s Second Articles of Amendment and Restatement with the State Department of Assessments and Taxation of Maryland (the “Department”), (i) reclassifying 50,000,000 authorized but unissued shares of the Company’s Class A common stock, and (ii) reclassifying 50,000,000 authorized but unissued shares of the Company’s Class T common stock, as 100,000,000 shares of Class I common stock. The Articles Supplementary became effective upon filing with the Department.
The foregoing description of the reclassification of a portion of the Company’s Class A shares and Class T shares as Class I shares is qualified in its entirety by reference to the Articles Supplementary attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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3.1
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Articles Supplementary of Carter Validus Mission Critical REIT II, Inc., filed on January 13, 2017.
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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.
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CARTER VALIDUS MISSION CRITICAL REIT II, INC.
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Dated: January 18, 2017
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By:
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/s/ Todd M. Sakow
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Name:
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Todd M. Sakow
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Title:
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Chief Financial Officer
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Exhibit 3.1
CARTER VALIDUS MISSION CRITICAL REIT II, INC.
ARTICLES SUPPLEMENTARY
Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: Under a power contained in Section 5.1 of Article V of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, reclassified 50,000,000 authorized but unissued shares of Class A Common Stock, $.01 par value per share, of the Corporation (the “Class A Shares”) and 50,000,000 authorized but unissued shares of Class T Common Stock, $.01 par value per share, of the Corporation (the “Class T Shares”) as shares of Class I Common Stock, $.01 par value per share, of the Corporation (the “Class I Shares”), with the following preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption, which, upon any restatement of the Charter, shall become part of Article V of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. The total number of Class A Shares, Class I Shares, and Class T Shares which the Corporation has authority to issue after giving effect to these Articles Supplementary are 200,000,000, 100,000,000 and 200,000,000, respectively. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary. Unless otherwise defined below, capitalized terms used below have the meanings given to them in the Charter.
Class I Common Shares
(1)
Designation and Number
. A class of Common Shares, designated as the Class I Common Stock, $0.01 par value per share (the “Class I Shares”), is hereby established. The number of authorized Class I Shares shall be 100,000,000.
(2)
Definitions
. As used herein, the following term shall have the following meaning unless the context otherwise requires:
(a)
Net Asset Value per Class I Share
. The term “Net Asset Value per Class I Share” shall mean the net asset value of the Corporation allocable to the Class I Shares, calculated as described in the Prospectus, as may be amended from time to time, divided by the number of outstanding Class I Shares.
(3)
Treatment as Class A Shares and Class T Shares
. Except as set forth in Sections 4 and 5 below, the Class I Shares shall have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the Class A Shares and Class T Shares and all provisions of the Charter
applicable to the Class A Shares and Class T Shares, including, without limitation, the provisions of Articles V, shall apply to the Class I Shares.
(4)
Rights Upon Liquidation
. The holder of each Class I Share shall be entitled to be paid, out of Assets that are legally available for distribution to the Stockholders, a liquidation payment equal to the Net Asset Value per Class I Share.
(5)
Voting Rights
. Class I Shares shall vote together with Class A Shares and Class T Shares as a single class on all actions to be taken by the Stockholders; provided, however, the affirmative vote of a majority of the then outstanding Class I Shares, with no other class of Common Shares voting except the Class I Shares voting as a separate class, shall be required (a) to amend the Charter if such amendment would materially and adversely affect the rights, preferences and privileges of the Class I Shares; (b) on any matter submitted to Stockholders that relates solely to the Class I Shares; and (c) on any matter submitted to Stockholders in which the interests of the Class I Shares differ from the interests of any other class of Common Shares.
SECOND
: The Class I Shares have been reclassified by the Board of Directors under the authority contained in the Charter.
THIRD
: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FOURTH
: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer and Treasurer on this 13
th
day of January, 2017.
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ATTEST:
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CARTER VALIDUS MISSION CRITICAL REIT II, INC.
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/s/ Todd M. Sakow By: /s/ John E. Carter
Name: Todd M. Sakow Name: John E. Carter
Title: Chief Financial Officer and Treasurer Title: Chief Executive Officer