As filed with the Securities and Exchange Commission on October 8, 2019
Registration No. 333-218152
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CARTER VALIDUS MISSION CRITICAL REIT, INC.
(Carter Validus Mission Critical REIT II, Inc., as successor by merger to Carter Validus Mission Critical REIT, Inc.)
(Exact name of registrant as specified in its charter)
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| Maryland | | 27-1550167 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
c/o Carter Validus Mission Critical REIT II, Inc.
4890 West Kennedy Blvd.Suite 650
Tampa, Florida 33609
(813) 287-0101
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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c/o Carter Validus Mission Critical REIT II, Inc.
Michael A. Seton
Chief Executive Officer and President
4890 West Kennedy Blvd.
Suite 650
Tampa, Florida 33609
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copy to:
Heath D. Linsky
Mary Katherine Rawls
Morrison & Foerster LLP
3500 Lenox Road, Suite 1500
Atlanta, GA 30326
Tel: (404) 490-4444
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If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ý
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| Non-accelerated filer | | ý | | Smaller reporting company | | ☐ |
| | | | | Emerging growth company | | ☐ |
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-3, File No. 333-218152, or the Registration Statement, of Carter Validus Mission Critical REIT, Inc., or the Company, which was originally filed with the Securities and Exchange Commission on May 22, 2017, and that registered up to 11,387,512 shares of the Company’s common stock, par value $0.01 per share, to be sold pursuant to the Company’s distribution reinvestment plan.
Effective October 4, 2019, pursuant to the Agreement and Plan of Merger, or the Merger Agreement, dated as of April 11, 2019, by and among the Company, Carter Validus Mission Critical REIT II Inc. ("REIT II"), Carter/Validus Operating Partnership, LP, Carter Validus Operating Partnership II, LP, and Lightning Merger Sub, LLC, a wholly-owned subsidiary of REIT II ("Merger Sub"), the Company merged with and into Merger Sub with Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of REIT II (the "REIT Merger"), and the separate corporate existence of the Company thereupon ended.
As a result of the REIT Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Carter Validus Mission Critical REIT II, Inc., as successor by merger to the Registrant, certifies that it has reasonable grounds to believe that the Registrant meets all of the requirements for filing on Form S-3 and the Registrant has duly caused this post-effective amendment to the Registration Statement to be signed on the Registrant's behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on October 8, 2019.
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| | | Carter Validus Mission Critical REIT II, Inc. (as successor by merger to Carter Validus Mission Critical REIT Inc.) |
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| Dated: October 8, 2019 | | By: | /s/ KAY C. NEELY |
| | | | Name: Kay C. Neely |
| | | | Title: Chief Financial Officer |
