Attached files
| file | filename |
|---|---|
| EX-10.1 - EX-10.1 - Sila Realty Trust, Inc. | d839502dex101.htm |
| EX-10.11 - EX-10.11 - Sila Realty Trust, Inc. | d839502dex1011.htm |
| EX-10.6 - EX-10.6 - Sila Realty Trust, Inc. | d839502dex106.htm |
| EX-10.5 - EX-10.5 - Sila Realty Trust, Inc. | d839502dex105.htm |
| EX-10.4 - EX-10.4 - Sila Realty Trust, Inc. | d839502dex104.htm |
| EX-10.7 - EX-10.7 - Sila Realty Trust, Inc. | d839502dex107.htm |
| EX-10.2 - EX-10.2 - Sila Realty Trust, Inc. | d839502dex102.htm |
| EX-10.3 - EX-10.3 - Sila Realty Trust, Inc. | d839502dex103.htm |
| EX-10.8 - EX-10.8 - Sila Realty Trust, Inc. | d839502dex108.htm |
| EX-10.9 - EX-10.9 - Sila Realty Trust, Inc. | d839502dex109.htm |
| EX-10.10 - EX-10.10 - Sila Realty Trust, Inc. | d839502dex1010.htm |
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): December 17, 2014
Carter Validus Mission Critical REIT II, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-191706 (1933 Act) | 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 Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 17, 2014, 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 amended certain agreements related to the Company’s credit facility (the “KeyBank Credit Facility”) to increase the maximum commitments available under the KeyBank Credit Facility from $35,000,000 to an aggregate of up to $180,000,000, consisting of a revolving line of credit with a maturity date of December 17, 2017, subject to CVOP II’s right for two, 12-month extension periods. The KeyBank Credit Facility can be increased to $400,000,000.
In connection with the amendment, the annual interest rate payable under the KeyBank Credit Facility was decreased to, at CVOP II’s option, either (a) the London Interbank Offered Rate, plus an applicable margin ranging from 1.75% to 2.75% (the margin rate was previously set at a range from 2.00% to 3.25%), which is determined based on the overall leverage of CVOP II; or (b) a base rate, which means, for any day, a fluctuating rate per annual equal to the prime rate for such day, plus an applicable margin ranging from 0.75% to 1.75% (the margin rate was previously set at a range from 1.00% to 2.25%), which is determined based on the overall leverage of CVOP II. In addition to interest, CVOP II is required to pay a fee on the unused portion of the lenders’ commitments under the KeyBank Credit Facility agreement (the “Unused Fee”) at a per annum rate equal to 0.30% if the average daily amount outstanding under the KeyBank Credit Facility is less than 50% of the lenders’ commitments or 0.20% if the average daily amount outstanding under the KeyBank Credit Facility is greater than 50% of the lenders’ commitments. The Unused Fee is payable quarterly in arrears.
The actual amount of credit available under the KeyBank Credit Facility is a function of certain loan-to-cost, loan-to-value, debt yield and debt service coverage ratios contained in the KeyBank Credit Facility agreement. The amount of credit available under the KeyBank Credit Facility will be a maximum principal amount of the value of the assets that are included in the pool availability. Except as set forth in this Current Report on Form 8-K, the material terms of the KeyBank Credit Facility remain unchanged from those reported in the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2014, which is incorporated herein by reference.
On December 17, 2014, in connection with the amendment described above and the Company’s acquisition of one property, CVOP II, through three of its wholly-owned subsidiaries, entered into a First Amended and Restated Unconditional Guaranty of Payment and Performance agreement together with the Company in favor of KeyBank National Association, as Administrative Agent for itself and the other lender parties to the KeyBank Credit Facility (the “Agent”). CVOP II pledged its security interests in the wholly-owned subsidiaries to the KeyBank Credit Facility pursuant to a Collateral Assignment of Interests in favor of Agent, dated December 17, 2014. The addition of the property to the pool availability for the KeyBank Credit Facility increased CVOP II’s pool availability under the KeyBank Credit Facility by approximately $3,752,000. As of December 17, 2014, the aggregate pool availability under the KeyBank Credit Facility was $8,882,000.
Item 8.01 Other Events
Waiver of Internalization Fee by the Advisor upon Listing
On December 22, 2014, the Advisor notified the Company that, in an effort to continue to align its incentive payments with the value created to our stockholders, in the event the Company determines to internalize the management team (or a portion thereof) of the Advisor in connection therewith, the Company will not pay the Advisor an internalization fee as a result of such transaction.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| 10.1 | First Amended and Restated Credit Agreement by and among Carter Validus Operating Partnership II, LP, as Borrower, KeyBank National Association, the other lenders which are parties to this agreement and other lenders that may become parties to this agreement, KeyBank National Association, as Agent, Capital One, National Association and SunTrust Bank, as Co-Syndication Agents and KeyBanc Capital Markets, Inc., Capital One, National Association and SunTrust Robinson Humphrey, Inc., as joint lead arrangers and joint book runners, dated December 17, 2014. | |
| 10.2 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to KeyBank National Association, the Payee, dated December 17, 2014. | |
| 10.3 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to Capital One, National Association, the Payee, dated December 17, 2014. | |
| 10.4 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to SunTrust Bank, N.A., the Payee, dated December 17, 2014. | |
| 10.5 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to Texas Capital Bank, N.A., the Payee, dated December 17, 2014. | |
| 10.6 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to Cadence Bank, N.A., the Payee, dated December 17, 2014. | |
| 10.7 | Amended and Restated Revolving Credit Note from Carter Validus Operating Partnership II, LP, the Maker, to Synovus Bank, the Payee, dated December 17, 2014. | |
| 10.8 | Amended and Restated Swing Loan Note from Carter Validus Operating Partnership II, LP, the Maker, to KeyBank National Association, the Payee, dated December 17, 2014. | |
| 10.9 | First Amended and Restated Contribution Agreement by and among Carter Validus Operating Partnership II, LP, the Borrower, Carter Validus Mission Critical REIT II, Inc. and its Subsidiary Guarantors, collectively the Initial Guarantors, and each additional guarantor that may hereafter become a party to this agreement, dated December 17, 2014. | |
| 10.10 | First Amended and Restated Unconditional Guaranty of Payment and Performance from Carter Validus Mission Critical REIT II, Inc., et al for the benefit of KeyBank National Association dated December 17, 2014. | |
| 10.11 | Collateral Assignment of Interests by Carter Validus Operating Partnership II, LP, the Assignor, to KeyBank National Association, as Agent, dated December 17, 2014. | |
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: December 23, 2014 | By: | /s/ Todd M. Sakow | ||||||
| Name: | Todd M. Sakow | |||||||
| Title: | Chief Financial Officer | |||||||