424B3 1 mvpreitii010816suppno2.htm MVP REIT II, INC. JANUARY 08, 2016 SUPPLEMENT NO. 2 mvpreitii010816suppno2.htm
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-205893
 

 
 
MVP REIT II, INC.
SUPPLEMENT NO. 2 DATED JANUARY 8, 2016
TO THE PROSPECTUS DATED OCTOBER 22, 2015

This document supplements, and should be read in conjunction with, our prospectus dated October 22, 2015 relating to our offering of up to $550,000,000 in shares of our common stock, as supplemented by Supplement No. 1 dated December 3, 2015. Terms not otherwise defined herein have the same meanings as set forth in our prospectus.
 
The purpose of this supplement is to disclose:
 
•  an update to the status of our initial public offering;
•  our entry into a joint venture that acquired two parking facilities located in Minneapolis, Minnesota; and
•  a revised form of subscription agreement.
 
Status of Our Initial Public Offering
 
We commenced our initial public offering of $550,000,000 in shares of common stock on October 22, 2015. Subscription proceeds were placed in escrow until such time as subscriptions representing $2,000,000 in shares were received and accepted by us. As of January 6, 2016, we had received subscriptions representing $2,000,000 in shares and accepted such subscriptions, satisfying the minimum offering amount for our initial public offering.  As a result, our escrow agent has released to us all proceeds from initial subscriptions that had been placed in our escrow account, and all initial subscribers have been admitted as stockholders. Funds from subscriptions are now available to us for acquisitions and other purposes. Residents of Pennsylvania and Washington will not be admitted until gross offering proceeds exceed $25 million and $10 million in subscriptions for shares of our common stock, respectively.
 
Joint Venture and Acquisition of Two Properties
 
On January 6, 2016 we entered into a joint venture with MVP REIT, Inc. (the “Joint Venture”) to purchase the membership interests of an entity that owns two parking lots located in Minneapolis, Minnesota for a purchase price of approximately $15,495,000 plus closing costs.  The purchase closed on January 6, 2016. Our share of the purchase price was approximately $2,000,000 plus closing costs, and as a result of the transaction, we own a 12.91% interest in the Joint Venture.  The first parking lot is located at 1022 Hennepin Avenue (the “Hennepin lot”). The Hennepin lot consists of approximately 90,658 square feet and has approximately 270 parking spaces.  The second parking lot is located at 41 10th Street North (the “10th Street lot”). The 10th Street lot consists of approximately 107,952 square feet and has approximately 185 parking spaces. It is anticipated that the 10th Street lot will be closed after approximately 90 days and will be listed for sale for development purposes.
 
Both the Hennepin lot and 10th Street lot are leased by SP Plus Corp., a Delaware parking operator, under a net lease agreement whereby the Joint Venture is responsible for property taxes and SP Plus pays for all insurance and maintenance costs. SP Plus pays a cumulative annual rent of $800,000 which will not be reduced in the event that the 10th Street lot ceases operations. In addition, the lease provides revenue participation with the Joint Venture receiving 70% of gross receipts over $1,060,000, but not to exceed $1,300,000, plus 80% of annual gross receipts in excess of $1,300,000. The term of the lease is five years.
 
 
 
 
 
 
Form of Subscription Agreement
 
Our revised form of subscription agreement is attached to this supplement as Exhibit A. The revised form of subscription agreement supersedes and replaces the form included as Appendix B to the prospectus dated October 22, 2015, and the form included as Exhibit A to Supplement No. 1 dated December 3, 2015.
 
 
 
 
 
[Exhibit A – Form of Subscription Agreement]