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): March 30, 2017
___________________________________________
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 a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
As previously reported in a Current Report on Form 8-K filed on December 28, 2015, 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 entered into the Second Amended and Restated Credit Agreement dated as of December 22, 2015 (as amended, the "KeyBank Credit Facility Agreement”) with KeyBank National Association (“KeyBank”) as Administrative Agent for the lenders. The maximum commitments available to date under the KeyBank Credit Facility Agreement are $425,000,000, consisting of a $325,000,000 revolving line of credit, with a maturity date of December 22, 2018, subject to CVOP II’s right for two, 12-month extension periods, and a $100,000,000 term loan, with a maturity date of December 22, 2019, subject to CVOP II’s right for one, 12-month extension period. Subject to certain conditions, the maximum commitments available under the KeyBank Credit Facility Agreement can be increased to $550,000,000.
The actual amount of credit available under the KeyBank Credit Facility Agreement is a function of certain loan-to-cost, loan-to-value and debt service coverage ratios contained in the KeyBank Credit Facility Agreement.
On March 30, 2017, a wholly-owned subsidiary of CVOP II entered into a joinder agreement with KeyBank, as Administrative Agent (the “Joinder Agreement”), to become a subsidiary guarantor under the KeyBank Credit Facility Agreement and to add the healthcare property owned by such subsidiary to the collateralized pool for the KeyBank Credit Facility Agreement, which increased CVOP II’s pool availability under the KeyBank Credit Facility Agreement by approximately $6,187,500.  In addition, CVOP II entered into an amendment to collateral assignment of interests dated as of March 30, 2017 with KeyBank, as Agent (the “Collateral Assignment Amendment”), to pledge CVOP II’s interests in the wholly-owned subsidiary that is a party to the Joinder Agreement to KeyBank as collateral under the KeyBank Credit Facility Agreement. As of April 4, 2017, CVOP II had a total pool availability under the KeyBank Credit Facility Agreement of $342,826,000 and an aggregate outstanding principal balance of $310,000,000. As of April 4, 2017, $32,826,000 remained to be drawn on the KeyBank Credit Facility Agreement.
The material terms of the Joinder Agreement and Collateral Assignment Amendment are qualified in their entirety by the terms of the agreements attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.

(d) Exhibits
10.1
Joinder Agreement, dated March 30, 2017, by HCII-2111 OGDEN AVENUE, LLC, to KeyBank National Association, as Agent.
10.2
Amendment to Collateral Assignment of Interests, dated March 30, 2017, by and between Carter Validus Operating Partnership II, LP, as Assignor, and KeyBank National Association, as Agent for itself and the other lenders from time to time a party to the KeyBank Credit Facility Agreement.





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: April 4, 2017
 
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 March 30, 2017, by HCII-2111 OGDEN AVENUE, LLC , a Delaware limited liability company (the “Joining Party”) and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, 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 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 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 the Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that the 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. Effective Date . The effective date (the “Effective Date”) of this Joinder Agreement is March 30, 2017.
[SIGNATURES ON FOLLOWING PAGE]


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IN WITNESS WHEREOF, Joining Party has executed this Joinder Agreement under seal as of the day and year first above written.
“JOINING PARTY”
HCII-2111 OGDEN AVENUE, 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/ Lisa Collado
Name:     Lisa Collado
Title:    Authorized Agent
    
ACKNOWLEDGED:
KEYBANK NATIONAL ASSOCIATION, as Agent
By: /s/ Kristin Centracchio
Name: Kristin Centracchio
Title: Vice President

[Signature Page to Joinder Agreement]


Exhibit 10.2
AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS
THIS AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS (this “ Amendment ”), is made as of March 30, 2017, by and between CARTER VALIDUS OPERATING PARTNERSHIP II, LP , a Delaware limited partnership (“ Assignor ”) and KEYBANK NATIONAL ASSOCIATION (“ KeyBank ”), as Agent for itself and the other Lenders (the “ Lenders ”) from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “ Agent ”).
W I T N E S S E T H :
WHEREAS , the Assignor, KeyBank, Agent and the other Lenders are party to that certain Second Amended and Restated Credit Agreement dated as of December 22, 2015, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement and Amendment to Other Loan Documents dated September 30, 2016 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “ Credit Agreement ”); and
WHEREAS , pursuant to the Credit Agreement, Assignor executed that certain Collateral Assignment of Interests in favor of Agent, dated as of December 17, 2014, as amended by that certain First Amendment to Collateral Assignment of Interests dated as of December 23, 2014 by and between Assignor and Agent, that certain Second Amendment to Collateral Assignment of Interests dated as of December 31, 2014, that certain Amendment to Collateral Assignment of Interests dated as of February 17, 2015, that certain Amendment to Collateral Assignment of Interests dated as of April 1, 2015, that certain Amendment to Collateral Assignment of Interests dated as of June 1, 2015, that certain Amendment to Collateral Assignment of Interests dated as of June 12, 2015, that certain Amendment to Collateral Assignment of Interests dated as of July 22, 2015, that certain Amendment to Collateral Assignment of Interests dated as of July 24, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 19, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 28, 2015, that certain Amendment to Collateral Assignment of Interests dated as of August 31, 2015, that certain Amendment to Collateral Assignment of Interests dated as of October 14, 2015, that certain Amendment to Collateral Assignment of Interests dated as of December 22, 2015, that certain Amendment to Collateral Assignment of Interests dated as of February 3, 2016, that certain Amendment to Collateral Assignment of Interests dated as of March 17, 2016, that certain Amendment to Collateral Assignment of Interests dated as of June 1, 2016, that certain Amendment to Collateral Assignment of Interests dated as of September 23, 2016, that certain Amendment to Collateral Assignment of Interests dated as of November 8, 2016, and that certain Amendment to Collateral Assignment of Interests dated as of February 28, 2017 (as the same has been and may be further varied, extended, supplemented, consolidated, amended, replaced, renewed, modified or restated, the “Assignment of Interests”), to provide security for the Secured Obligations (as defined in the Assignment of Interests); and




WHEREAS , the parties hereto desire to amend the Assignment of Interests as set forth herein.
NOW, THEREFORE , for and in consideration of the sum of Ten and No/100 ($10.00), the mutual covenants, promises, and agreements set forth hereinbelow, and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties do hereby covenant and agree as follows:
1. Definitions . Capitalized terms used in this Amendment, but which are not otherwise expressly defined in this Amendment, shall have the respective meanings given thereto in the Credit Agreement.
2.      Modification of the Assignment of Interests . The parties hereto do hereby modify and amend the Assignment of Interests as follows:
(a) By modifying Exhibit “A” attached to the Assignment of Interests by adding the table set forth on Exhibit “A” attached to this Amendment and made a part hereof to the end of Exhibit “A” attached to the Assignment of Interests. Assignor and Agent hereby agree that the term “Company” and “Companies” as used in the Assignment of Interests shall include each of the Companies set forth on Exhibit “A” attached to this Amendment (each, a “ New Company ” and collectively, the “ New Companies ").
3.      References to Assignment of Interests . All references in the Loan Documents to the Assignment of Interests shall be deemed a reference to the Assignment of Interests, as modified and amended herein.
4.      Representations . The Assignor represents and warrants to Agent and the Lenders as follows:
(a)      Authorization . The execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of the Assignor, (ii) have been duly authorized by all necessary proceedings on the part of the Assignor, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Assignor is subject or any judgment, order, writ, injunction, license or permit applicable to the Assignor, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the articles of incorporation, bylaws, operating agreement, partnership agreement, declaration of trust or other charter documents of, or any mortgage, indenture, agreement, contract or other instrument binding upon, the Assignor or any of its properties or to which Assignor is subject, (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of the Assignor other than the liens and encumbrances created by the Loan Documents as amended hereby.
(b)      Enforceability . The execution and delivery of this Amendment are valid and legally binding obligations of Assignor enforceable in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium

2



or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.
(c)      Approvals . The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and the filing of UCC financing statements in the appropriate records office with respect hereto.
(d)      Reaffirmation . Assignor hereby repeats and reaffirms all representations and warranties, as modified hereby, made by it to the Agent in the Assignment of Interests on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances or transactions not prohibited by the Loan Documents.
5.      No Default . By execution hereof, the Assignor certifies that no Default or Event of Default has occurred and is continuing.
6.      Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Assignment of Interests remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Assignment of Interests as modified and amended herein and the other Loan Documents. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the Secured Obligations (as defined in the Assignment of Interests).
7.      Acknowledgment of the Assignor . The Assignor hereby acknowledges, represents and agrees that the Assignment of Interests, as modified and amended herein, remains in full force and effect and constitutes the valid and legally binding obligation of the Assignor enforceable against the Assignor in accordance with its respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of the Assignor’s obligations under the Loan Documents.
8.      Grant of Security Interest; No Impairment; Continuing Security Interest .
(a)      As security for the prompt payment and performance by Assignor of each and all of the indebtedness, liabilities, duties, responsibilities and obligations whether such indebtedness, liabilities, duties, responsibilities and obligations are now existing or are hereafter created or arising under the Assignment of Interests or any other Loan Document, Assignor does hereby transfer, assign, pledge, convey, and grant to Agent, and does hereby grant a security interest to Agent in, all of Assignor’s right, title and interest in and to all Collateral referred to in Paragraph 2 of the Assignment of Interests with respect to the New Companies.

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(b)      Except as otherwise expressly provided herein, nothing herein contained shall in any way (a) impair or affect the validity and priority of the lien of the Assignment of Interests as to the Collateral (as defined in the Assignment of Interests) originally encumbered prior to the date of this Amendment, (b) alter, waive, annul or affect any provision, condition or covenant in the Loan Documents, or (c) affect or impair any rights, powers or remedies under the Loan Documents.
(c)      In furtherance of the foregoing, Assignor hereby acknowledges, represents and agrees that the Assignment of Interests, as amended by this Amendment, creates a continuing security interest in the Collateral (including all Collateral with respect to the New Companies) and shall (x) remain in full force and effect until the indefeasible payment in full of the Obligations and the Lenders have no further obligation to make any advances or issue Letters of Credit under the Credit Agreement, (y) be binding upon Assignor and its permitted heirs, successors and assigns, and (z) inure, together with the rights and remedies of Agent hereunder and thereunder, to the benefit of Agent and the Lenders and their respective successors, transferees and assigns.
9.      Amendment as Loan Document . This Amendment shall constitute a Loan Document.
10.      Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart.
11.      Governing Law . THIS AMENDMENT SHALL PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE INTERNAL LAWS OF THE STATE OF NEW YORK.
12.      Final Agreement . THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
13.      Miscellaneous . This Amendment shall be effective upon the execution hereof by Assignor and Agent and shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement. All captions in this Amendment are included herein for convenience of reference only and shall not constitute part of this Amendment for any other purpose.
[Remainder of this page intentionally left blank]


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IN WITNESS WHEREOF , the parties hereto, acting by and through their respective duly authorized officers and/or other representatives, have duly executed this Amendment, under seal, as of the day and year first above written.

ASSIGNOR :

CARTER VALIDUS OPERATING PARTNERSHIP II, LP , a Delaware limited partnership
By:
Carter Validus Mission Critical REIT II, Inc., a Maryland corporation, its general partner

By: /s/ Lisa Collado
Name: Lisa Collado
Title: Authorized Agent


AGENT :
KEYBANK NATIONAL ASSOCIATION , a national banking association, as Agent
By: /s/ Kristin Centracchio
Name: Kristin Centracchio
Title: Vice President


AMENDMENT TO COLLATERAL ASSIGNMENT OF INTERESTS



EXHIBIT “A”
COMPANIES
NAME OF ENTITY
FORMATION DOCUMENTS
STATE OF FORMATION
TYPE OF INTEREST
CERTIFICATE NUMBER
HCII-2111 Ogden Avenue, LLC
Certificate of Formation filed on February 28, 2017 with the Secretary of the State of Delaware and Limited Liability Company Agreement of HCII-2111 Ogden Avenue, LLC dated as of March 15, 2017
Delaware
100% of the limited liability company interests
1


EXHIBIT “A” – PAGE 1