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): June 27, 2018
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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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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).
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Emerging growth company
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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.
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On June 2, 2017, Carter 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 25,000,000 authorized but unissued shares of the Company’s Class A common stock, (ii) reclassifying 25,000,000 authorized but unissued shares of the Company’s Class T common stock and (iii) reclassifying 25,000,000 authorized but unissued shares of the Company’s Class I common stock as 75,000,000 shares of Class T2 common stock. The Articles Supplementary became effective upon filing with the Department.
On June 27, 2018, the Company filed with the Department a Certificate of Correction to the Articles Supplementary (the "Certificate of Correction") to correct scrivener's errors in Section 7(b) of the Articles Supplementary.
The foregoing description of the Certificate of Correction is a summary and is qualified in its entirety by the terms of the Certificate of Correction, a copy of which is filed as Exhibit No. 3.1 to this Current Report on Form 8-K and incorporated by reference into this Item 8.01.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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: July 2, 2018
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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.
CERTIFICATE OF CORRECTION
THIS IS TO CERTIFY THAT:
FIRST
: The title of the document being corrected is Articles Supplementary (the “Articles”).
SECOND
: The sole party to the Articles is Carter Validus Mission Critical REIT II, Inc., a Maryland corporation (the “Corporation”).
THIRD
: The Articles were filed with the State Department of Assessments and Taxation of Maryland (the “SDAT”) on June 2, 2017.
FOURTH
: Section 7(b) of the Articles as previously filed with the SDAT is set forth below:
Each Class T2 Share shall automatically and without any action on the part of the holder thereof convert into such number of Class I Shares equal to a fraction, the numerator of which is the Net Asset Value Per Class T2 Share (including any reduction for distribution and servicing fees as described in the applicable Prospectus) and the denominator of which is the Net Asset Value Per Class I Share, at the end of the month in which the transfer agent of the Corporation determines, on the Corporation’s behalf, that the Total Share-Level Underwriting Compensation, including the distribution and servicing fees paid with respect to such Class T2 Share, equals 8.5% of the total gross investment amount at the time of purchase of such Class T2 Share or a lower limit, provided that, in the case of a lower limit, (i) the agreement between the Dealer Manager and the Soliciting Dealer in effect at the time such Class T2 Share was issued sets forth the lower limit and (ii) the Dealer Manager advises the Corporation’s transfer agent of the lower limit in writing. As used herein, the term “Total Share-Level Underwriting Compensation” shall mean all underwriting compensation, including without limitation dealer manager fees, Selling Commissions and distribution and servicing fees, paid by the Corporation or on behalf of the Corporation to the Dealer Manager or Soliciting Dealers with respect to each Class T2 Share.
FIFTH
: Section 7(b) of the Articles as corrected hereby is set forth below:
Each Class T2 Share sold in an Offering, together with any Class T2 Share issued pursuant to a Reinvestment Plan (a “Reinvestment Plan Share”) upon the reinvestment of Distributions paid with respect to (x) such Class T2 Share or (y) a Reinvestment Plan Share directly or indirectly attributable to such Class T2 Share, shall automatically and without any action on the part of the holder thereof convert into such number of Class I Shares equal to a fraction, the numerator of which is the Net Asset Value Per Class T2 Share (including any reduction for distribution and servicing fees as described in the applicable Prospectus) and the denominator of which is the Net Asset Value Per Class I Share, on the earliest of (a) the end of the month in which the transfer agent of the Corporation determines, on the Corporation’s behalf, that Total Corporation-Level Underwriting Compensation with respect to the Offering in which such Class T2 Share was sold equals ten percent of the Gross Proceeds from the sale of Shares in such Offering (excluding Gross Proceeds from the sale of Shares pursuant to a Reinvestment Plan), (b) the end of the month in which the transfer agent of the Corporation determines, on the Corporation’s behalf, that the Total Share-Level Underwriting Compensation, including the distribution and servicing fees paid with respect to such Class T2 Share, equals 8.5% of the total gross investment amount at the time of purchase of such Class T2 Share or a lower limit, provided that, in the case of a lower limit, (i) the agreement between the Dealer Manager and the Soliciting Dealer in effect at the time such Class T2 Share was issued sets forth the lower limit and (ii) the Dealer Manager advises the Corporation’s transfer agent of the lower limit in writing, (c) the end of the month in which the transfer agent of the Corporation determines, on the Corporation’s behalf, that the distribution and servicing fees paid with respect to such Class T2 Share equals three percent of the total gross investment amount at the time of purchase of such Class T2 Share and (d) the date on which the holder of such Class T2 Share or its agent notifies the Corporation or its agent that such holder is represented by a new Soliciting Dealer unless such new Soliciting Dealer enters into a participating broker-dealer agreement with the Dealer Manager or otherwise agrees to provide the services set forth in the agreement between the Corporation and the Dealer Manager. As used herein, the term “Total Corporation-Level Underwriting Compensation” shall mean all underwriting compensation paid or incurred with respect to an Offering from all sources, determined pursuant to the rules and guidance of the Financial Industry Regulatory Authority, Inc., including distribution and servicing fees and Selling Commissions, and the term “Total Share-Level Underwriting Compensation” shall mean all underwriting compensation, including without limitation dealer manager fees, Selling Commissions and distribution and servicing fees, paid by the Corporation or on behalf of the Corporation to the Dealer Manager or Soliciting Dealers with respect to each Class T2 Share.
SIXTH
: The undersigned acknowledges this Certificate of Correction to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned 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 this Certificate of Correction to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Operating Officer and Secretary on this 21st day of June, 2018.
ATTEST CARTER VALIDUS MISSION CRITICAL REIT
II, INC.
/s/ Lisa A. Drummond
By:
/s/ Michael Seton
(SEAL)
Name: Lisa A. Drummond Name: Michael Seton
Title: Chief Operating Officer and Title: Chief Executive Officer
Secretary