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): January 18, 2018

NorthStar Real Estate Income II, Inc.

(Exact name of registrant as specified in its charter)




Maryland	000-55189	90-0916682
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)




590 Madison Avenue, 34th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 547-2600

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act

of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 18, 2018, NorthStar Real Estate Income II, Inc., a Maryland corporation (“NorthStar II”), held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the joint proxy statement/prospectus that was filed with the Securities and Exchange Commission on December 6, 2017.

As of the close of business on November 28, 2017, the record date for the Special Meeting, 114,942,838 shares of NorthStar II’s common stock, $0.01 par value per share, were issued and outstanding and entitled to vote at the Special Meeting. 63,510,013 shares of NorthStar II’s common stock were represented in person or by proxy at the Special Meeting (which included 704,193 shares held by NorthStar II’s advisor and certain directors that were not entitled to vote on the NorthStar II merger proposal) and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

1. The NorthStar II merger proposal: Proposal to approve the merger of NorthStar II with and into Colony NorthStar Credit Real Estate, Inc. (“CLNC”), with CLNC surviving the merger, pursuant to the Master Combination Agreement, dated as of August 25, 2017, as amended and restated on November 20, 2017 (the "Master Combination Agreement"), by and among (i) Colony Capital Operating Company, LLC, (ii) NRF RED REIT Corp., (iii) NorthStar Real Estate Income Trust, Inc., (iv) NorthStar Real Estate Income Trust Operating Partnership, LP, (v) NorthStar II, (vi) NorthStar Real Estate Income Operating Partnership II, LP, (vii) CLNC, and (viii) Credit RE Operating Company, LLC. The NorthStar II merger proposal was approved by the following vote:

2.The NorthStar II charter amendment proposal: Proposal to approve an amendment to NorthStar II’s charter to delete certain provisions regarding roll-up transactions. The NorthStar II charter amendment proposal was approved by the following vote:

3.The NorthStar II adjournment proposal: Proposal to adjourn the Special Meeting, if necessary or appropriate, as determined in the sole discretion of the chairperson of the Special Meeting, to solicit additional proxies in favor of the NorthStar II merger proposal and the NorthStar II charter amendment proposal. The NorthStar II adjournment proposal was approved by the following vote:

Item 8.01. Other Events.

NorthStar II has announced that the merger transaction is currently expected to close on or about January 31, 2018, subject to the satisfaction or waiver of all closing conditions specified in the Master Combination Agreement.

SIGNATURES

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




Date: January 19, 2018	NORTHSTAR REAL ESTATE INCOME II, INC.

	By:	/s/ Jenny B. Neslin
		Jenny B. Neslin
		General Counsel and Secretary

SHARES FOR

SHARES AGAINST

SHARES ABSTAINING

BROKER NON‑VOTES

NorthStar Real Estate Income II, Inc. 8-K