Carter Validus Mission Critical REIT II, Inc. (Form: 8-K, Received: 05/30/2017 15:59:07)

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): May 26, 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	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company		☒



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☒


Item 1.01	Entry into a Material Definitive Agreement.

Sixth Amendment to Dealer Manager Agreement

On May 26, 2017, Carter Validus Mission Critical REIT II, Inc. (the “Company”) entered into an amendment (the “Sixth 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 Sixth Amendment, which is filed as Exhibit 1.1 to this Current Report on Form 8-K, is to revise certain terms of the distribution and servicing fee payable in connection with shares of Class T common stock (“Class T Shares”) sold in the primary portion of the Company’s initial public offering pursuant to a registration statement on Form S-11 (SEC File No. 333-191706).

Pursuant to the terms of the Sixth Amendment, with respect to Class T Shares sold in the primary offering, the Company will pay the Dealer Manager a distribution and servicing fee that accrues daily in an amount equal to 1/365th of up to 1.0% of the most recent offering price per Class T Share on a continuous basis from year to year, payable out of amounts that otherwise would be distributed to holders of Class T Shares; provided , however , that upon the termination of the Company’s primary offering, the distribution and servicing fee shall be an amount that accrues daily equal to 1/365th of up to 1.0% of the most recent estimated net asset value per Class T Share on a continuous basis from year to year. The Dealer Manager will reallow all of the distribution and servicing fees with respect to Class T Shares sold in the primary offering to participating broker-dealers; provided , however , effective June 1, 2017, a participating broker-dealer may give written notice to the Dealer Manager that it waives all or a portion of the reallowance of the distribution and servicing fee, which waiver shall be irrevocable and will not retroactively apply to Class T Shares that were previously sold through such participating broker-dealer.

The Company will cease paying the distribution and servicing fee to the Dealer Manager on the earliest to occur of the following: (i) a listing of the Class T Shares on a national securities exchange; (ii) following the completion of the Company’s offering, the date on which total underwriting compensation in the offering equals (a) 10% of the gross proceeds from the Company’s primary offering less (b) the total amount of distribution and servicing fees waived by participating broker-dealers; (iii) the date on which there are no longer any Class T Shares outstanding; (iv) the fourth anniversary of the last day of the fiscal quarter in which the Company’s primary offering terminates; (v) with respect to a Class T Share sold in the primary offering, the date on which a participating broker-dealer receives (a) total underwriting compensation equal to 10% of the gross offering proceeds of such Class T Share less (b) the amount of any waived distribution and servicing fees by such participating broker-dealer; or (vi) the date on which the holder of such Class T Share or its agent notifies the Company or its agent that he or she is represented by a new participating broker-dealer; provided that the Company will continue paying the distribution and servicing fee, which shall be reallowed to the new participating broker-dealer, if the new participating broker-dealer enters into a participating broker-dealer agreement with the Dealer Manager or otherwise agrees to provide the services set forth in the dealer manager agreement.

The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full Sixth Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits



1.1	Sixth 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 May 26, 2017.

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: May 30, 2017	By:	/s/ Todd M. Sakow
	Name:	Todd M. Sakow
	Title:	Chief Financial Officer

Exhibit 1.1

SIXTH AMENDMENT TO AMENDED AND RESTATED DEALER MANAGER AGREEMENT

This SIXTH AMENDMENT TO THE AMENDED AND RESTATED DEALER MANAGER AGREEMENT (this “ Sixth Amendment ”), effective as of May 26, 2017 (the “ Effective Date ”), is entered into by and among 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 revise the total compensation payable on Class T Shares, as set forth herein.

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:

(b) DISTRIBUTION AND SERVICING FEE .

(i) Amount .

Upon the terms set forth in the Prospectus and subject to the limitations set forth below, during the Primary Offering, and with respect to Class T Shares purchased in the Primary Offering only, the Company will pay to the Dealer Manager a distribution and servicing fee that accrues daily equal to 1/365th of up to 1.0% of the most recent offering price per Class T Share on a continuous basis from year to year (the “ Distribution and Servicing Fee ”), for providing the services described in Exhibit A attached hereto; provided , however , that upon the termination of the Primary Offering, the Distribution and Servicing Fee shall be an amount that accrues daily equal to 1/365 ^th of up to 1.0% of the most recent estimated NAV per Class T Share on a continuous basis from year to year.

(ii) Payment .

The Company will pay the Distribution and Servicing Fee to the Dealer Manager on a monthly basis in arrears. The Dealer Manager will reallow all of the Distribution and Servicing Fee to Participating Broker-Dealers as marketing fees or to defray other distribution-related expenses; provided , however , that, beginning June 1, 2017, a Participating Broker-Dealer may provide written notice (the “ Waiver ”) to the Dealer Manager that it will waive all or a portion of the reallowance of the Distribution and Servicing Fee (the “ Waived Amount ”), and such Waiver shall be binding

and irrevocable as to Participating Broker-Dealer, and shall only apply to Class T Shares sold through Participating Broker-Dealer on or after the Effective Waiver Date (as defined herein). The Waiver will become effective within three (3) business days of receipt by the Dealer Manager of such Waiver (the “ Effective Waiver Date ”). The Dealer Manager shall forward the Waiver to the Company within ten (10) business days of the Dealer Manager’s receipt of such Waiver.

(iii) Termination of Distribution and Servicing Fee .

The Company will cease paying the Distribution and Servicing Fee to the Dealer Manager upon the earliest to occur of the following: (i) a listing of the Class T Shares on a national securities exchange; (ii) following the completion of the Offering, the date on which total underwriting compensation in the Offering equals (a) 10% of the gross proceeds from the Primary Offering less (b) all Waived Amounts; (iii) there are no longer any Class T Shares outstanding; (iv) the fourth anniversary of the last day of the fiscal quarter in which the Primary Offering terminates; (v) with respect to a Class T Share sold in the Primary Offering, the date on which a Participating Broker-Dealer receives (a) total underwriting compensation equal to 10% of the gross proceeds from such Class T Share less (b) the Waived Amount; or (vi) with respect to a Class T Share sold in the Primary Offering, the date on which the holder of such Class T share or its agent notifies the Company or its agent that he or she is represented by a new Participating Broker-Dealer; provided that the Company will continue paying the Distribution and Servicing Fee to the Dealer Manager, which shall reallow the Distribution and Servicing Fee the Participating Dealer if the new Participating Dealer enters into a Participating Broker-Dealer Agreement with the Dealer Manager or otherwise agrees to provide the services set forth in Exhibit A to this Agreement. The Company will not pay to the Dealer Manager any Distribution and Servicing Fees in connection with the purchase of any Class A Shares, Class I Shares or the purchase of any Class T Shares pursuant to the DRP.


2.	Governing Law .

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


3.	Counterparts .

This Sixth 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 Sixth Amendment effective as of the Effective Date.



	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

[Signature Page to Sixth Amendment to the Amended And Restated Dealer Manager Agreement]