Carter Validus Mission Critical REIT II Board Recommends Rejection of $6.01 Tender Offer
June 4, 2020
In a letter to shareholders the board of directors of Carter Validus Mission Critical REIT II, Inc., a nontraded REIT, recommended rejection of the third-party tender offer by Comrit Investments 1, LP, of $6.01 per share for up to roughly one million shares of the REIT’s common stock. Excerpts from the letter to shareholders are below:
June 4, 2020
Dear Stockholder:
I am writing to you on behalf of the board of directors (the “Board”) of Carter Validus Mission Critical REIT II, Inc. (the “Company”) to notify you about the unsolicited tender offers being made for shares of the Company’s Class A common stock (“Class A Shares”) and shares of the Company’s Class T common stock (“Class T Shares,” and together with the Class A Shares, the “Shares”) by an unaffiliated third party in what we believe is an opportunistic attempt to purchase your shares at a low share price.
Comrit Investments 1, Limited Partnership (“Comrit”) notified the Company that it intends to make unsolicited tender offers to the holders of our Shares (the “Comrit Offers”). You may have already received Comrit’s tender offer materials (the “Tender Offer Materials”). Comrit is offering to purchase up to an aggregate of 798,669 Class A Shares at a price of $6.01 per share and up to an aggregate of 199,667 Class T Shares at a price of $6.01 per share, each in cash.
In evaluating the terms of the Comrit Offers, the Board: (1) consulted with members of the Company’s management, Carter Validus Advisors II, LLC, the Company’s advisor, and such legal and other advisors as deemed appropriate by the Board; (2) reviewed the terms and conditions of the Comrit Offers; (3) considered other information relating to the Company’s historical financial performance, portfolio of assets and future opportunities; (4) evaluated various factors it deemed relevant in light of its knowledge of the Company’s business, financial condition, portfolio of assets and future prospects; and (5) took into account the fact that Comrit is making the offers for investment purposes and with the intention of making a profit from the ownership of the Shares.
The following are the material factors considered by the Board in evaluating the Comrit Offers:
(i) The Board believes that the Comrit Offers represent an opportunistic attempt by Comrit to purchase the Shares at a low share price and make a profit and, as a result, deprive any Company stockholders who tender their Class A Shares and Class T Shares of the potential opportunity to realize the long-term value of their investment in the Company. The Board notes that because the Company is a non-exchange traded REIT, there is a limited market for the Company’s common stock, and there can be no certainty regarding the long-term value of the Company’s common stock because the value is dependent on a number of factors including: changes in economic conditions generally and the real estate market specifically; legislative and regulatory changes, including changes to laws governing the taxation of real estate investment trusts; policies and guidelines applicable to real estate investment trusts; the Company’s ability to maintain tenant occupancy levels; the availability of capital and debt financing; and the Company’s ongoing relationship with its advisor and affiliates.
(ii) As admitted by Comrit, it is making the offers “with the intention of making a profit.” Comrit is a for profit business that, among other things, capitalizes on the illiquidity of shares by buying shares at what Comrit believes is a discounted price in order to make a profit. The Comrit Offers indicate that Comrit believes that the Shares will be worth more in the future. Neither we nor any of our affiliates are in any way affiliated with Comrit. Comrit states that it was “motivated to establish the lowest price which might be acceptable” to the Company’s stockholders and acknowledges that the price of $6.01 per Share offered is below the Company’s estimated net asset value (“NAV”) of $8.65 per share for each of the Class A Shares and the Class T Shares, respectively (the “Estimated Per Share NAVs”). Although this does not represent the price that a stockholder could obtain in the open market, or otherwise, the Estimated Per Share NAVs are each approximately 43.92% higher than the Comrit Offer.
Comrit further concedes that “[n]o independent person has been retained to evaluate or render any opinion with respect to the fairness of the [o]ffer [p]rice and no representation is made by [Comrit] or any affiliate of [Comrit] as to such fairness.” This arbitrary methodology is in contrast to the rigorous methods used by the Company in developing its NAV, including the engagement of an independent third-party appraisal firm. Comrit acknowledges that the price of the offers was established based on Comrit’s objectives and not necessarily based on what is in the best financial interest of you and the other Company stockholders. Moreover, Comrit admits that it has “not made an independent appraisal of the Shares or the [Company’s] properties” and that Comrit is “not qualified to appraise real estate.”
(iii) The value of our shares will fluctuate over time in response to developments related to individual assets in our portfolio and the management of those assets, in response to the real estate and finance markets, and due to other factors. In particular, the outbreak of COVID-19, together with the resulting restrictions on travel and quarantines imposed, has had a negative impact on the economy and business activity globally. The extent to which our business may be affected by COVID-19 will largely depend on future developments with respect to the continued spread and treatment of the virus, which we cannot accurately predict. Depending upon the duration of quarantines and the corresponding economic slowdown, some of our tenants will seek rent deferrals or become unable to pay their rent. The number of tenants that requested rent deferrals to date, relative to the overall portfolio, is a minor share, and we anticipate a relatively short duration of these unprecedented circumstances. The Company has cash and available liquidity of approximately $270 million, which equates to almost two times annual operating expenses and annual debt service based on our annualized 2019 fourth quarter results. Furthermore, we are confident in our ability to enforce our contractual lease rights when and where appropriate to ensure that tenants who can pay rent, do pay rent. However, if tenants default on their rent and vacate, the ability to re-lease this space is likely to be more difficult if the economic slowdown continues. Any long-term impact of this situation, even after an economic rebound, remains unclear. These risks are not reflected in our current Estimated Per Share NAVs.
(iv) The Securities and Exchange Commission (the “SEC”) has recommended “extreme caution” to investors with respect to the heightened risks involved with offers such as the Comrit Offers. In addition to this letter, we strongly encourage you to read the information provided by the SEC, here (www.sec.gov/investor/pubs/minitend.htm) and here (www.sec.gov/rules/interp/34-43069.htm). The SEC makes the following admonitions:
• If the offer is for less than 5% of a company’s shares, it is a “mini-tender offer” and “you should proceed with caution.” The Comrit Offers are each for, at maximum, less than 1% of our shares. Thus, they are mini-tender offers, and you should proceed with caution.
• “Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard.”
• “[I]nvestors typically feel pressured to tender their shares quickly without having solid information about the offer or the people behind it.”
• “[M]ini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide.” We believe the materials provided along with the Comrit Offers fail to adequately address certain matters, such as: a complete description of the risks associated with the Comrit Offers; a clear discussion of the methodologies used by Comrit to determine the prices of the offers or how it has valued the Company’s shares; and completeness of disclosure as to the identity of Comrit, its control persons and promoters and their financial wherewithal.
(v) There is no guarantee that the Comrit Offers can or will be completed as soon as Comrit contemplates in its offers. The Comrit Offers do not initially expire until June 30, 2020, and this date may be extended by Comrit, subject to compliance with applicable securities laws, in its sole discretion. Comrit expressly reserves the right to amend the terms of the Comrit Offers, including by decreasing the $6.01 per Share offer price or by changing the number of Shares being sought or the type of consideration, at any time before the Comrit Offers expire.
In summary, we believe the Comrit Offers represent an attempt by Comrit to catch current stockholders of the Company off-guard and acquire the Shares at a low price in order to make a profit and, as a result, deprive the stockholders that tender their Shares of the Company’s common stock of the potential long-term value of the Shares. As provided by Comrit in the Comrit Offers, stockholders who tender their Shares of the Company’s common stock will assign their right to receive distributions that are paid after the Comrit Offers expire. Stockholders who tender their shares pursuant to the Comrit Offers would thus give up their rights to any distributions after June 30, 2020 (or such other date to which the Comrit Offers may be extended).
In light of the foregoing factors, the Board recommends that the Company’s stockholders reject the Comrit Offers. Each stockholder must independently evaluate whether to tender its shares of the Company’s common stock to Comrit pursuant to the respective Comrit Offers.
The Board understands that you must make your own independent decision whether to tender or refrain from tendering your shares of the Company’s common stock. We strongly urge you to carefully consider all aspects of the Comrit Offers in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences and (v) other factors you determine are relevant to your decision. You should carefully review all of the Tender Offer Materials sent to you by Comrit, as well as the Company’s publicly available annual, quarterly and other reports, and consult with your own financial, tax and other advisors in evaluating the Comrit Offers before deciding whether to tender your shares of the Company’s common stock.
Should you have any questions or need further information about your options, please feel free to contact the Company’s Investor Relations Department at IR@cvreit.com or by writing to Carter Validus Mission Critical REIT II, Inc., c/o DST Systems, Inc., P.O. Box 219731, Kansas City, Missouri 64121-9731.
Sincerely,
/s/ Michael A. Seton
Name: Michael A. Seton
Title: Chief Executive Officer and President
Source: SEC
