UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
SCHEDULE 14A
(RULE 14a-101)
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Securities Exchange Act of 1934
___________________________________
| Filed by the Registrant | þ |
| Filed by a Party other than the Registrant | ¨ |
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| þ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
| NORTHSTAR REAL ESTATE INCOME II, INC. |
| (Name of Registrant as Specified in Its Charter) |
| [N/A] |
| (Name of Person(s) Filing Proxy Statement if other than Registrant) |
Payment of Filing Fee (Check the appropriate box):
| þ | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| ☐ | (1) | Title of each class of securities to which transaction applies: |
| ☐ | (2) | Aggregate number of securities to which transaction applies: |
| ☐ | (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| ☐ | (4) | Proposed maximum aggregate value of transaction: |
| ☐ | (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | |
| ☐ | (1) | Amount Previously Paid: |
| ☐ | (2) | Form, Schedule or Registration Statement No.: |
| ☐ | (3) | Filing Party: |
| ☐ | (4) | Date Filed: |
 |
IMPORTANT SPECIAL MEETING – JANUARY 18, 2018
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
January 8, 2018
Dear Stockholder:
The Special Meeting of Stockholders of NorthStar Real Estate Income II, Inc. (“NorthStar II”) scheduled for January 18, 2018, is rapidly approaching.
As of this date, we still have not received your vote for this important meeting. Your vote participation is very important, no matter how many shares you hold and will save additional solicitation costs. Please take one moment of your time today to vote your shares.
The board of directors of NorthStar II, upon the unanimous recommendation of its special committee, unanimously recommends that NorthStar II stockholders vote “FOR” the NorthStar II merger proposal, “FOR” the NorthStar II charter amendment proposal and “FOR” the NorthStar II adjournment proposal.
Your participation is requested in this important vote regarding the future of your investment. Please vote your shares today. Telephone and internet voting are available as set forth on the duplicate proxy card or voting instruction form enclosed for your convenience.
If you need assistance voting your shares, please call D.F. King toll-free at (800) 755-7250.
Thank you for your cooperation and continued support.
Sincerely,
Kevin P. Traenkle
Chairman, Chief Executive Officer and President
Chairman, Chief Executive Officer and President