8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
July 2, 2015

Business Development Corporation of America II

(Exact Name of Registrant as Specified in Charter)

Maryland	814-01083	61-173588
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

405 Park Avenue, 14^th Floor

New York, New York 10022

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (212) 415-6500

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On July 2, 2015, Business Development Corporation of America II (the “Company”) entered into an amendment (the “Advisory Agreement Amendment”) to its Investment Advisory and Management Services Agreement dated as of August 21, 2014 (the “Advisory Agreement”) with BDCA Adviser II, LLC, the Company’s investment adviser. The Company’s board of directors previously approved the entry into the Advisory Agreement Amendment on June 15, 2015. The Advisory Agreement Amendment revises the amounts for the Preferred Return (as defined in the Advisory Agreement) and “catch up” percentage (as used in the Advisory Agreement) from 1.6875% quarterly (6.75% annualized) to 1.75% quarterly (7.0% annualized), and from 1.9853% quarterly (7.94% annualized) to 2.0588% quarterly (8.24% annualized), respectively.

Also on July 2, 2015, the Company also entered into an amendment (the “Escrow Agreement Amendment”) to its Amended and Restated Escrow Agreement dated as of November 21, 2014 with UMB Bank, N.A. and Realty Capital Securities, LLC (the “Escrow Agreement”). The Escrow Agreement Amendment corrects an inconsistency in the Escrow Agreement and clarifies the circumstances under which the Minimum Offering Requirement (as defined in the Escrow Agreement) would be met.

The information set forth above with respect to the Advisory Agreement Amendment and Escrow Agreement Amendment does not purport to be complete in scope and is qualified in its entirety by the full text of the Advisory Agreement Amendment and Escrow Agreement Amendment, which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated into this Current Report on Form 8-K by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Amendment No. 1 dated as of July 2, 2015 to the Investment Advisory and Management Services Agreement dated as of August 21, 2014
10.2	Amendment No. 1 dated as of July 2, 2015 to the Amended and Restated Escrow Agreement dated as of November 21, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BUSINESS DEVELOPMENT CORPORATION OF AMERICA II
Date: July 7, 2015	By:	/s/ Peter M. Budko
		Peter M. Budko
		Chief Executive Officer, President and Chairman of the Board of Directors

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT

This Amendment No. 1 to the Investment Advisory and Management Services Agreement, dated as of August 21, 2014 (this “Amendment”), is made and entered into as of July 2, 2015 by and among Business Development Corporation of America II, a Maryland corporation (the “Company”) and BDCA Adviser II, LLC, a Delaware limited liability company (the “Adviser”).

RECITALS

WHEREAS, the Company and the Adviser are parties to the Investment Advisory and Management Services Agreement, dated as of August 21, 2014 (the “Agreement”); and

WHERAS, the Company and the Adviser desire to amend the Agreement as set forth in greater detail below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and the Adviser hereby agree as follows:

1.          The Section 3(b)(i) of the Agreement is hereby amended and replaced with the following:

(i) The first part, referred to as the “Subordinated Incentive Fee on Income,” shall be calculated and payable quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income (as defined in this Section 3(b)) for the immediately preceding quarter. The payment of the Subordinated Incentive Fee on Income shall be subject to payment of a preferred return to investors each quarter, expressed as a quarterly rate of return on Adjusted Capital (as defined in this Section 3(b)) at the beginning of the most recently completed calendar quarter, of 1.75% (7.00% annualized), subject to a “catch up” feature (as described below). The calculation of the Subordinated Incentive Fee on Income for each quarter is as follows:

(A) The Subordinated Incentive Fee on Income shall not be payable to the Adviser in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income does not exceed the preferred return rate of 1.75%, or 7.00% annualized (the “Preferred Return”), on Adjusted Capital;

(B) 100% of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the preferred return but is less than or equal to 2.0588% in any calendar quarter (8.2352% annualized) shall be payable to the Adviser. This portion of the company’s Subordinated Incentive Fee on Income is referred to as the “catch up” and is intended to provide the Adviser with an incentive fee of 15.0% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches 2.0588% (8.2352% annualized) in any calendar quarter; and

(C) For any quarter in which the Company’s Pre-Incentive Fee Net Investment Income exceeds 2.0588%, or 8.2352% annualized, the Subordinated Incentive Fee on Income shall equal 15.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, as the Preferred Return and catch-up will have been achieved;

2.          Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the law of the State of New York, without regard to the conflicts of law rules of such state.

3.          Counterparts. This Amendment may be executed (including by facsimile transmission with counterpart pages) in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that both Parties need not sign the same counterpart.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written. 

COMPANY:
Business Development Corporation of America II
By:	/s/ Peter M. Budko
Name:	Peter M. Budko
Title:	Chairman, Chief Executive Officer and President
ADVISER:
BDCA Adviser II, LLC
By:	/s/ Peter M. Budko
Name:	Peter M. Budko
Title:	Chief Executive Officer

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED ESCROW AGREEMENT

This Amendment No. 1 to the Amended and Restated Escrow Agreement, dated as of November 21, 2014 (this “Amendment”), is made and entered into as of July 2, 2015 by and among Business Development Corporation of America II, a Maryland corporation (the “Company”), Realty Capital Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), for itself and for and on behalf of its selected dealers (the “Selected Dealers”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “Escrow Agent”).

RECITALS

WHEREAS, the Company, the Dealer Manager, for itself and for and on behalf of its Selected Dealers, and the Escrow Agent are parties to the Amended and Restated Escrow Agreement, dated as of November 21, 2014 (the “Agreement”); and

WHERAS, the Company, the Dealer Manager, for itself and for and on behalf of its Selected Dealers, and the Escrow Agent desire to amend the Agreement to correct certain defined terms appearing therein, as set forth in greater detail below.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company, the Dealer Manager, for itself and for and on behalf of its Selected Dealers, and the Escrow Agent for themselves and their respective successors and permitted assigns, hereby agree as follows:

1.          The third recital of the Agreement is hereby amended and replaced with the following:

WHEREAS, the Company has agreed that the subscription price paid by subscribers for shares will be refunded to such subscribers if at least $2,000,000 of gross offering proceeds, including proceeds from shares purchased by the Company’s investment adviser, BDCA Adviser II, LLC (the “Adviser”) and the Adviser’s affiliates (the “Minimum Offering Requirement”) has not been raised within one year from the date that the U.S. Securities and Exchange Commission (the “SEC”) declared the Offering Document effective (such one-year anniversary being referred to as the “Closing Date”);

2.          Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the law of the State of Missouri, without regard to the conflicts of law rules of such state.

3.          Counterparts. This Amendment may be executed (including by facsimile transmission with counterpart pages) in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that both Parties need not sign the same counterpart.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first above written. 

COMPANY:
Business Development Corporation of America II
By:	/s/ Peter M. Budko
Name:	Peter M. Budko
Title:	Chairman, Chief Executive Officer and President
DEALER MANAGER:
Realty Capital Securities, LLC
By:	/s/ Louisa Quarto
Name:	Louisa Quarto
Title:	President
ESCROW AGENT:
UMB Bank, N.A., as Escrow Agent
By:	/s/ Lara L. Stevens
Name:	Lara L. Stevens
Title:	Vice President