Exhibit 99.4
April 11, 2019
Dear Valued Stockholder,
We are writing to inform you of an exciting development related to your investment in Carter Validus Mission Critical REIT, Inc. (“CVMC REIT I”). On April 11, 2019, after a thorough due diligence and negotiation process conducted by the special committee of CVMC REIT I’s board of directors (the “Board”), made up entirely of independent members of CV REIT I’s Board, and upon approval by CV REIT I’s Board, CVMC REIT I entered into a definitive agreement (“Merger Agreement”) to merge with Carter Validus Mission Critical REIT II, Inc. (“CVMC REIT II”) in a stock and cash transaction, creating a combined company (“Combined Company”) with an enterprise value of approximately $3.2 billion (the “Merger”).
Terms of the Merger
Under the terms of the Merger Agreement, if the Merger is consummated, you would receive $1.00 per share in cash and 0.4681 shares of CVMC REIT II Class A common stock (“Class A Shares”) for each share of CVMC REIT I common stock you own. It is anticipated that, upon completion of the Merger, CVMC REIT I stockholders will own approximately 39 percent of the Combined Company. CVMC REIT I has a period of 45 days from April 11, 2019, the execution date of the Merger Agreement, to solicit superior proposals.
Liquidity and Anticipated Transaction Benefits
The Merger is expected to generate significant benefits for stockholders, including cost savings, increased operating efficiencies, increased diversification of tenancy and geography and increased future potential liquidity alternatives. Taking into account the $1.00 per share cash consideration to be paid by CVMC REIT II upon consummation of the Merger, and the $3.00 per share special distribution paid to CVMC REIT I stockholders in March 2018, CVMC REIT I stockholders will have had, on average, approximately 40% of invested capital returned, exclusive of ordinary distribution payments received during each stockholder’s respective period of ownership.
In connection with the Merger, among other terms, Carter/Validus Advisors, LLC (the “Advisor”) waived its right to receive a disposition fee from CVMC REIT I.
Stockholder Vote
We expect the Merger to close in the second half of 2019, subject to certain closing conditions, including the approval of the Merger by our stockholders. Subject to the process outlined in the Merger Agreement, we will mail you the joint proxy statement and registration statement in a few months, which will contain relevant and important information about the Merger and the Class A Shares to be issued in the Merger. In connection with such mailing, we will be soliciting your vote to approve the transaction. Your timely response to the voting material is critical to the process of the Merger.
Distribution Reinvestment Plan
In connection with the proposed transaction, the Board of CVMC REIT I voted to suspend CVMC REIT I’s distribution reinvestment plan (the “DRIP”) commencing with the distributions that are payable in May 2019. We note that, in general, suspension of a DRIP is customary in connection with entry into a definitive agreement similar to the Merger Agreement. DRIP participants will receive their April 2019 accrued distributions (payable on May 1, 2019) in cash, as follows:
| • | | Investor accounts that are custodial-held will receive their April 2019 distributions directly into their custodial account in cash. |