RISK FACTORS


We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. You should purchase these securities only if you can afford a complete loss of your investment. See the section titled “Risk Factors” in the prospectus for a discussion of the risks which should be considered in connection with your investment in our common stock, including:

  • This is a “blind pool” offering because we have not yet identified all of the properties to acquire with the offering proceeds and we have a limited operating history and limited established financing sources. You will not be able to evaluate our investments prior to purchasing shares. We may change our investment policies without stockholder consent, which could result in investments that are different from those described in the prospectus.
  • We depend on Carter Validus Advisors II, LLC, or our advisor, and its key personnel to select investments and conduct our operations. Adverse changes in the financial condition of our advisor or our relationship with our advisor or its key personnel could adversely affect us.
  • We established the initial offering price for our shares on an arbitrary basis and the initial offering price may not accurately reflect the value of our assets.
  • We may not achieve investment results that will allow us to make periodic distributions or to maintain a specified level of cash distributions.
  • We have paid, may continue to pay, and have no limits on the amounts we may pay, distributions from any source, including from sources other than cash flow from operations. We may use proceeds from this Offering, the sale of assets, advances and financings to fund distributions. Any distributions from sources other than cash flow from operations may reduce the amount of capital we ultimately invest in real estate and negatively impact the value of your investment. As a result, the amount of distributions paid at any time may not reflect the performance of our properties or our cash flow from operations.
  • No public market currently exists for our shares of common stock, nor may a public market ever develop and our shares are illiquid. Therefore, if you purchase shares in this Offering, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a substantial discount. We are not required to provide for a liquidity event.
  • There are substantial conflicts among the interests of our investors, our interests and the interests of our advisor, sponsor, dealer manager and our respective affiliates regarding compensation, including compensation which may be required to be paid to our advisor if our advisor is terminated, investment opportunities and management resources. The agreements governing the fees we pay to affiliates were not all determined on an arm’s-length basis and may require us to pay more than we would if we were only using unaffiliated third parties.
  • We have incurred, and expect to continue to incur additional, debt, which could adversely impact your investment if the value of the property securing the debt falls or if we are forced to refinance the debt during adverse economic conditions.
  • We were recently formed and have a limited operating history. We are subject to all of the business risks and uncertainties associated with any new business, including the risk that we will not achieve our investment objectives and that the value of shares could decline substantially.
  • If we fail to qualify as a REIT, the amount of income available for distributions to be paid to you would be reduced. To assist us in qualifying as a REIT, among other purposes, stockholders generally are restricted from owning more than 9.8% in value or in number of the aggregate of our outstanding shares of common stock and more than 9.8% in value of the aggregate of our outstanding shares of stock. In addition, our charter contains various other restrictions on ownership and transfer of our common stock.
  • You will experience substantial dilution in the net tangible book value of your shares equal to the offering costs associated with your shares.
  • We may make non-U.S. investments which involve certain legal, geopolitical, investment, repatriation, and transparency risks not typically associated with U.S. investments.
  • There is no assurance that CVMC REIT II will achieve its stated objectives.
  • We are subject to risks generally incident to the ownership of real estate, including, but not limited to: changes in general economic or local market conditions, changes in supply of or demand for real estate, changes in interest rates and the availability of mortgage financing, changes in tax, real estate, environmental and zoning laws, changes in vacancy rates, the ability to sell properties at a profit, increased tenant improvement expenses and changes in tenants’ financial positions which may reduce cash flow from operations and the amount available for distributions to investors.





Carter Validus Mission Critical REIT II, Inc. (“the Company”) has a limited operating history and limited established financing sources. As a result, an investment in the Company is speculative. In addition, the offeree will not be acquiring an interest in the Company’s advisor.

Investments in the healthcare property sector contain certain risks, including the fact that adverse trends in healthcare provider operations may negatively affect lease revenues and the ability to make distributions to stockholders. Please consult the prospectus for additional risks.

NOT AN OFFER TO SELL SECURITIES

The material in this Web site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. The prospectus must be read in order to understand fully all the implications and risks of any offering of securities to which it relates.