DEFM14A 1 s001831x1_defm14a.htm DEFM14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under §240.14a-12

MVP REIT, INC.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.
o
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:
 
 
 
 
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Fee paid previously with preliminary materials.
 
 
 
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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:
 
 
 
 
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Form, Schedule or Registration Statement No.:
 
 
 
 
(3)
Filing Party:
 
 
 
 
(4)
Date Filed:
 
 
 

   

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PROXY STATEMENT/PROSPECTUS


To the stockholders of MVP REIT, Inc.:

The board of directors of MVP REIT, Inc., a Maryland corporation, which is referred to as “MVP I,” based on a unanimous recommendation of an independent special committee of the MVP I board of directors, and the board of directors of MVP REIT II, Inc., a Maryland corporation, which is referred to as “MVP II,” based on a unanimous recommendation of an independent special committee of the MVP II board of directors, each have approved an agreement and plan of merger, dated as of May 26, 2017, which is referred to as the “Merger Agreement,” by and among MVP I, MVP II, MVP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MVP II, which is referred to as “Merger Sub,” and MVP Realty Advisors, LLC, a Delaware limited liability company, which is referred to as the “Advisor” both in its capacity as the external advisor to MVP I, which, in that capacity, is referred to as “MVP I Advisor,” and in its capacity as the external advisor to MVP II, which, in that capacity, is referred to as “MVP II Advisor.” Pursuant to the Merger Agreement, MVP I will merge with and into Merger Sub, with Merger Sub continuing as the “Surviving Entity” and a wholly owned subsidiary of MVP II. The foregoing transaction is referred to as the “Merger.” The obligations of MVP I and MVP II to effect the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement.

The combined company, which is referred to as the “Combined Company,” will be renamed “The Parking REIT, Inc.” Michael V. Shustek, the current Chairman of the Board, Chief Executive Officer and Secretary of MVP I and the current Chairman of the Board, Chief Executive Officer, President and Secretary of MVP II, will serve as Chairman of the Board, Chief Executive Officer and Secretary of the Combined Company. The board of directors of the Combined Company upon completion of the Merger will be composed of each of the five current directors of MVP II and three of the current independent directors of MVP I.

Subject to the terms and conditions of the Merger Agreement, MVP II has agreed to pay consideration of 0.365 shares of MVP II common stock per share of MVP I common stock, which is referred to as the “merger consideration.” Holders of shares of MVP I common stock will receive cash in lieu of fractional shares. Shares of MVP II common stock are not publicly traded.

MVP I will hold a special meeting of its stockholders, which is referred to as the “MVP I special meeting,” at which its stockholders will be asked to vote on (i) a proposal to approve the Merger, (ii) a proposal to amend the MVP I charter, which is referred to as the “Charter Amendment,” to remove certain provisions that would otherwise impose certain appraisal requirements on the transactions contemplated by the Merger Agreement (a copy of the Charter Amendment is attached as Annex B to this proxy statement/prospectus) and (iii) a proposal to adjourn the MVP I special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger or the proposal to approve the Charter Amendment.

The record date for determining the stockholders entitled to receive notice of, and to vote at, the MVP I special meeting is the close of business on August 11, 2017. The Merger will not be completed unless MVP I stockholders approve both the Merger and the Charter Amendment, in each case by the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote at the MVP I special meeting.

MVP I’S BOARD OF DIRECTORS, BASED ON THE UNANIMOUS RECOMMENDATION OF AN INDEPENDENT SPECIAL COMMITTEE OF MVP I’S BOARD OF DIRECTORS, HAS (1) DETERMINED THAT THE MERGER AGREEMENT, THE CHARTER AMENDMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR, REASONABLE, ADVISABLE AND IN THE BEST INTERESTS OF MVP I AND ITS STOCKHOLDERS AND (2) APPROVED THE MERGER AGREEMENT, THE CHARTER AMENDMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. MVP I’S BOARD OF DIRECTORS UNANIMOUSLY (WITH THE EXCEPTION OF THE MEMBERS OF THE MVP I BOARD WHO ARE ALSO MEMBERS OF THE MVP II BOARD, EACH OF WHOM ABSTAINED) RECOMMENDS THAT MVP I STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER, FOR THE PROPOSAL TO APPROVE THE CHARTER AMENDMENT AND FOR THE PROPOSAL TO ADJOURN THE MVP I SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER OR THE PROPOSAL TO APPROVE THE CHARTER AMENDMENT.

This proxy statement contains important information about MVP I and MVP II, the Merger, the Merger Agreement and the Charter Amendment. This document is also a prospectus for the shares of MVP II common stock that will be issued to MVP I stockholders pursuant to the Merger Agreement.

We encourage you to read this proxy statement/prospectus carefully before voting, including the section entitled “Risk Factors” beginning on page 32.

Your vote is important. Whether or not you plan to attend the MVP I special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or authorize your proxy by one of the other methods specified in this proxy statement/prospectus or the accompanying notices. Authorizing a proxy will ensure that your vote is counted at the MVP I special meeting if you do not attend in person. You may revoke your proxy at any time before it is exercised. Please review this proxy statement/prospectus for more complete information regarding the Merger, the Charter Amendment and the MVP I special meeting.

Sincerely,

/s/ Michael V. Shustek

Michael V. Shustek
Chief Executive Officer & Secretary
MVP REIT, Inc.

Neither the Securities and Exchange Commission or any state securities regulatory authority has approved or disapproved of the merger or the securities to be issued under this proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated August 11, 2017, and is first being mailed to MVP I stockholders on or about August 21, 2017.

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 27, 2017

To the stockholders of MVP REIT, Inc.:

You are invited to attend a special meeting of the stockholders of MVP REIT, Inc., a Maryland corporation, which is referred to as “MVP I.” The meeting will be held on September 27, 2017, at 8:00 a.m. local time, at Red Rock Casino & Resort, Veranda E, 11011 West Charleston Blvd., Las Vegas, NV 89135, to consider and vote upon the following matters:

A proposal to approve the merger, which is referred to as the “Merger,” of MVP I with and into MVP Merger Sub, LLC, which is referred to as “Merger Sub”, a wholly owned subsidiary of MVP REIT II, Inc., a Maryland corporation, which is referred to as “MVP II,” pursuant to the Agreement and Plan of Merger, dated as of May 26, 2017, as it may be amended or modified from time to time (a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice), which is referred to as the “Merger Agreement,” by and among MVP I, MVP II, MVP Merger Sub, LLC, and MVP Realty Advisors, LLC, a Delaware limited liability company, both in its capacity as the external advisor to MVP I, and in its capacity as the external advisor to MVP II.
A proposal to approve an amendment deleting provisions related to Roll-Up transactions from the MVP I charter, which is referred to as the “Charter Amendment” (a copy of which is attached as Annex B to this proxy statement/prospectus); and
A proposal to adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies in favor of the proposals to approve the Merger and the Charter Amendment.

MVP I’S BOARD OF DIRECTORS, BASED ON THE UNANIMOUS RECOMMENDATION OF AN INDEPENDENT SPECIAL COMMITTEE OF MVP I’S BOARD OF DIRECTORS, HAS (1) DETERMINED THAT THE MERGER AGREEMENT, THE CHARTER AMENDMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR, REASONABLE, ADVISABLE AND IN THE BEST INTERESTS OF MVP I AND ITS STOCKHOLDERS AND (2) APPROVED THE MERGER AGREEMENT, THE CHARTER AMENDMENT, THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT. MVP I’S BOARD OF DIRECTORS unanimously (with the exception of the members of the MVP I Board who are also members of the MVP II Board, each of whom abstained) RECOMMENDS THAT MVP I STOCKHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER, FOR THE PROPOSAL TO APPROVE THE CHARTER AMENDMENT AND FOR THE PROPOSAL TO ADJOURN THE MVP I SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER OR THE PROPOSAL TO APPROVE THE CHARTER AMENDMENT.

Only MVP I stockholders of record at the close of business on August 11, 2017, are entitled to receive this notice and vote at the special meeting and any postponement or adjournment thereof. No other business will be transacted at the special meeting.

Approval of the proposal to approve the Charter Amendment and the proposal to approve the Merger each requires the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on each such proposal at the MVP I special meeting. Shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates are not entitled to vote on the Merger. Approval of the proposal to adjourn the MVP I special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Charter Amendment or the proposal to approve the Merger requires the affirmative vote of a majority of the votes cast on such proposal. The consummation of the Merger is conditioned on the approval by the MVP I stockholders of both the Charter Amendment and the Merger. If you abstain or fail to vote or submit your

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proxy, it will have the same effect as a vote against the proposal to approve the Merger and the proposal to approve the Charter Amendment. Abstentions, failing to vote and broker non-votes, if any, will have no effect on the proposal to adjourn the meeting.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the special meeting, please authorize a proxy to vote your shares as promptly as possible. To authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the Internet as described in the instructions on the enclosed proxy card to authorize your proxy. Authorizing a proxy will assure that your vote is counted at the MVP I special meeting if you do not attend in person. If your shares of common stock are held in “street name” by your broker or other nominee, only your broker or other nominee can vote your shares and the vote cannot be cast unless you provide instructions to your broker or other nominee on how to vote or you obtain a legal proxy from your broker or other nominee. You should follow the directions provided by your broker or other nominee regarding how to instruct your broker or other nominee to vote your shares. You may revoke your proxy at any time before it is exercised. Please review the proxy statement/prospectus accompanying this notice for more complete information regarding the Merger and the MVP I special meeting.

Sincerely,

/s/ Michael V. Shustek

Michael V. Shustek
Chief Executive Officer & Secretary
MVP REIT, Inc.

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ADDITIONAL INFORMATION

Investors may also consult MVP I’s or MVP II’s respective websites for more information concerning the Merger described in this proxy statement/prospectus. MVP I’s website is www.mvpreit.com. MVP II’s website is www.mvpreitii.com. Each company’s public filings are also available at www.sec.gov. Information included on these websites is not incorporated by reference into this proxy statement/prospectus. You can also obtain copies of these documents, without charge, by requesting them in writing, by email or by telephone at the address or telephone number below:

MVP REIT, Inc.
8880 W. Sunset Rd., Suite 340
Las Vegas, NV 89148
Attention: Investor Relations
Telephone: (702) 534-5577
Email: sales@mvpreits.com

You may also request information from Georgeson Inc., MVP I’s proxy solicitor, at the following address and telephone number:

Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
All Shareholders Call Toll-Free: 888-666-2580

If you would like to request copies of any documents, please do so by September 8, 2017 in order to receive them before the MVP I special meeting.

For more information, see “Where You Can Find More Information” beginning on page 187.

ABOUT THIS DOCUMENT

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by MVP II (File No. 333-218803) with the Securities and Exchange Commission, constitutes a prospectus of MVP II for purposes of the Securities Act of 1933, as amended, which is referred to as the “Securities Act,” with respect to the shares of MVP II common stock to be issued to MVP I stockholders in exchange for shares of MVP I common stock pursuant to the Merger Agreement. This proxy statement/prospectus also constitutes a proxy statement for MVP I for purposes of the Securities Exchange Act of 1934, as amended, which is referred to as the “Exchange Act.” In addition, it includes a notice of meeting with respect to the MVP I special meeting.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated August 11, 2017. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither our mailing of this proxy statement/prospectus to MVP I stockholders nor the issuance by MVP II of its common stock to MVP I stockholders pursuant to the Merger Agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding MVP II has been provided by MVP II and information contained in this proxy statement/prospectus regarding MVP I has been provided by MVP I.

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QUESTIONS AND ANSWERS

The following are answers to some questions that MVP I stockholders may have regarding the proposed transaction between MVP I and MVP II and the other proposals being considered at the MVP I special meeting. MVP I and MVP II urge you to read carefully this entire proxy statement/prospectus, including the Annexes, because the information in this section does not provide all the information that might be important to you.

Unless stated otherwise, all references in this proxy statement/prospectus to:

the “Advisor” are to MVP Realty Advisors, LLC, a Delaware limited liability company;
the “Charter Amendment” are to the proposed amendment to the MVP I charter, a copy of which is attached as Annex B to this proxy statement/prospectus;
“closing date” are to the date the closing of the Merger will take place;
the “Code” are to the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder;
the “Combined Company” are to MVP II, Merger Sub and its subsidiaries after the effective time of the Merger;
the “Merger” are to the merger of MVP I with and into Merger Sub, with Merger Sub surviving as the Surviving Entity;
the “Merger Agreement” are to the Agreement and Plan of Merger, dated as of May 26, 2017, by and among MVP I, MVP II, Merger Sub, and MVP Realty Advisors, LLC, among others, as it may be amended or modified from time to time, a copy of which is attached as Annex A to this proxy statement/prospectus;
“Merger Sub” or the “Surviving Entity” are to MVP Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of MVP II;
“MGCL” are to the Maryland General Corporation Law or any successor statute;
“MVP American Securities” are to MVP American Securities, LLC, a Nevada limited liability company which is a broker-dealer and member of the Financial Industry Regulatory Authority, Inc., or FINRA;
“MVP I” are to MVP REIT, Inc., a Maryland corporation;
“MVP II” are to MVP REIT II, Inc., a Maryland corporation;
“MVP I Advisor” are to the Advisor in its capacity as the external advisor to MVP I;
“MVP II Advisor” are to the Advisor in its capacity as the external advisor to MVP II;
“MVP I Board” are to the board of directors of MVP I;
“MVP II Board” are to the board of directors of MVP II;
“MVP I charter” are to the charter of MVP I;
“MVP II charter” are to the charter of MVP II;
The “MVP II Charter Amendment” are to the amendment to the MVP II charter reflected in the Form of Amended and Restated MVP II Charter attached to the Merger Agreement as Exhibit D.
“MVP I common stock” are to the common stock, $0.001 par value per share, of MVP I;
“MVP II common stock” are to the common stock, $0.0001 par value per share, of MVP II;
“MVP II OP” are to MVP REIT II Operating Partnership, LP, a Delaware limited partnership of which MVP II serves as sole general partner;
“MVP II OP Units” are to a unit designated as a limited partnership interest in MVP II OP pursuant to the limited partnership agreement of MVP II OP;
the “MVP I Special Committee” are to the special committee of the MVP I Board;
the “MVP II Special Committee” are to the special committee of the MVP II Board;

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the “MVP I special meeting” are to the special meeting of the MVP I stockholders to be held on September 27, 2017, at 8:00 a.m. local time at Red Rock Casino & Resort, Veranda E, 11011 West Charleston Blvd., Las Vegas, NV 89135, to vote on the matters described in this proxy statement/prospectus;
“MVP I Sponsor” are to MVP Capital Partners, LLC, a Delaware limited liability company;
“MVP II Sponsor” are to MVP Capital Partners II, LLC, a Nevada limited liability company;
“MVP I stockholders” are to owners of shares of MVP I common stock;
“MVP II stockholders” are to owners of shares of MVP II common stock;
“REIT” are to a real estate investment trust;
the “Surviving Entity” are to Merger Sub as the wholly owned subsidiary of MVP II following the completion of the Merger;
the “Termination and Fee Agreement” are to the Termination and Fee Agreement, dated as of May 26, 2017, by and among MVP I, MVP II, MVP I Advisor and MVP II OP entered into in connection and concurrently with the Merger Agreement.
“VRM I” are to Vestin Realty Mortgage I, Inc., a Maryland corporation that owns 40% of the Advisor; and
“VRM II” are to Vestin Realty Mortgage II, Inc., a Maryland corporation that owns 60% of the Advisor.
Q: What is the proposed transaction?
A: On May 26, 2017, MVP I, MVP II, MVP II Advisor, MVP I Advisor, and Merger Sub entered into the Merger Agreement. Subject to the terms and conditions of the Merger Agreement, MVP I will merge with and into Merger Sub, with Merger Sub surviving the Merger as the Surviving Entity such that following the Merger, the Surviving Entity will continue as a wholly owned subsidiary of MVP II. The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code.

Subject to the terms and conditions of the Merger Agreement, MVP II has agreed to pay consideration of 0.365 shares of MVP II common stock per share of MVP I common stock, which is referred to as the “merger consideration. Cash will be paid to holders of shares of MVP I common stock in lieu of fractional shares in connection with the Merger.

Q: Why are MVP II and MVP I proposing the Merger?
A: MVP I’s Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the MVP I Board considered the recommendation of the MVP I Special Committee. In reaching their respective determinations, the MVP I Board and MVP I Special Committee considered a number of factors, including the following material factors which the MVP I Board and MVP I Special Committee viewed as supporting their respective decisions with respect to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement:

the appraised market value of the portfolio, as well as the financial performance, financial condition, business operations and prospects, of each of MVP I and MVP II, independently and as a combined entity;
the receipt of MVP II common stock as the merger consideration provides MVP I stockholders the opportunity to continue ownership in the Combined Company, which is expected to provide a number of significant potential strategic opportunities and benefits, including that the Combined Company will have enhanced geographic diversity and a strategically consistent portfolio of parking facilities located throughout the United States and Canada, which will allow MVP I stockholders to benefit from a platform that offers enhanced ability to take advantage of opportunistic growth opportunities in the parking industry;
the exchange ratio utilizes a fixed price per share of MVP I common stock and MVP II common stock and will not be adjusted in the event of any change in the value of the shares of MVP I common stock or MVP II common stock, which limits the impact of external factors on the Merger;

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the integrated organizational structure of the Combined Company will allow management of MVP I and MVP II to focus its efforts on the operation of a single REIT;
the fact that Messrs. Aalberts, Nilsen and Nelson will each be elected to the MVP II Board in connection with the Merger, ensuring that the independent directors of MVP I will continue to have oversight responsibilities and duties with regard to the Combined Company;
the transaction fees and costs associated with a sale or sales of all or substantially all of the MVP I assets would likely be significant even when compared to the transaction fees and costs to be incurred by MVP I in connection with the Merger, thus decreasing returns to stockholders; for example, debts associated with the assets of MVP I would likely have to be assumed by purchasers or prepaid, possibly with associated fees and penalties, and the promoted interest payment and disposition fees payable to the MVP I Advisor would be substantially higher;
the Combined Company is expected to benefit from the capital raising activities and growth of MVP II, including the ongoing offering of MVP II Series 1 Convertible Redeemable Preferred Stock, which is expected to allow the Combined Company to, among other things, acquire additional properties and capture opportunities across business cycles;
the Merger Agreement provides MVP I a 45-day “go shop” period during which the MVP I Special Committee may actively solicit any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I”) by way of contacting third parties, providing an opportunity to determine if the offer permits MVP I to terminate the Merger Agreement after complying with applicable provisions to enter into an agreement for a Superior Proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I”) in connection with the go shop process upon the payment to MVP II of a $750,000 termination fee plus reimbursement of up to $500,000 of the reasonable, actual and documented costs and expenses incurred by MVP II as a result of or in connection with the Merger; and
the Merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code, which means that MVP I stockholders will be able to defer the recognition of any gain in their shares of MVP I common stock at the time of the Merger.

The MVP I Board and MVP I Special Committee also considered a variety of other factors, including risks and potentially negative factors. To review the reasons of the MVP I Board for the Merger in greater detail, see “The Merger—Recommendation of the MVP I Board and Its Reasons for the Merger” beginning on page 92.

MVP II’s Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the MVP II Board considered the recommendation of the MVP II Special Committee. In reaching their respective determinations, the MVP II Board and MVP II Special Committee considered a number of factors, including the following material factors which the MVP II Board and MVP II Special Committee viewed as supporting their respective decisions with respect to the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement:

the appraised market value of the portfolio, as well as the financial performance, financial condition, business operations and prospects, of each of MVP I and MVP II, independently and as a combined entity;
the right of MVP II under the Merger Agreement to pay the merger consideration in shares of MVP II common stock rather than cash;
the exchange ratio in the Merger Agreement utilizes a fixed exchange ratio and will not be adjusted in the event of any change in the value of the shares of MVP II common stock or MVP I common stock, which limits the impact of external factors on the Merger;
the stockholders of the Combined Company have the opportunity to continue ownership in the Combined Company, which is expected to provide a number of significant potential strategic opportunities and benefits;

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the integrated organizational structure of the Combined Company will allow management of MVP I and MVP II to focus its efforts on the operation of a single REIT, which could result in substantial annual cost savings;
the Merger will allow MVP II to increase significantly the size of its portfolio of properties without the expense of negotiating acquisitions of individual properties;
the scale provided by the combination of MVP I and MVP II into the Combined Company will enhance the Combined Company’s ability to list its shares of common stock on a national securities exchange; and
the Merger Agreement provides that MVP I will pay MVP II termination fees of up to $1.5 million and expense reimbursements of up to $500,000 upon the occurrence of certain conditions.

The MVP II Board and MVP II Special Committee also considered a variety of other factors, including risks and potentially negative factors. To review the reasons of the MVP II Board for the Merger and the risks and potentially negative factors the MVP II Board and MVP II Special Committee considered in greater detail, see “The Merger—MVP II’s Reasons for the Merger” beginning on page 96.

Q: Why is the Charter Amendment proposed?
A: The MVP I charter presently contains substantive and procedural requirements for certain transactions, which are referred to as “Roll-Up Transactions” involving a “Roll-Up Entity.” (See “Proposals Submitted to MVP I Stockholders—Charter Amendment Proposal” for definitions of these terms.) The Merger would be a “Roll-Up Transaction” under the definition in the MVP I charter. Pursuant to these “Roll-Up” provisions of the MVP I charter, MVP I stockholders who vote “no” on the proposal to approve the Merger would be entitled to the choice of: (1) accepting the shares of MVP II common stock or (2) one of the following: (a) remaining as holders of MVP I common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MVP I’s net assets. In addition, under the MVP I charter, MVP I would be prohibited from participating in any Roll-Up Transaction (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MVP I charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investors’ rights to access of records of the Roll-Up Entity will be less than those provided in the MVP I charter, or (4) in which any of the costs of the Roll-Up Transaction would be borne by MVP I if the Roll-Up Transaction is rejected by the MVP I stockholders.

MVP I believes that the effect of these provisions, if not amended, would have made the Merger more difficult and costly to complete. Because of the effect of these provisions on the Merger, the MVP II Board and MVP I Board determined that it was necessary to amend the MVP I charter to eliminate these provisions. Accordingly, approval of the Charter Amendment is a condition to each party’s obligation to complete the Merger. See “Proposals Submitted to MVP I Stockholders—Charter Amendment Proposal” beginning on page 83 for a detailed discussion of the Charter Amendment.

Q: What fees will MVP I Advisor and its affiliates receive in connection with the Merger?
A: Concurrently with the entry into the Merger Agreement, MVP I, MVP II, MVP II OP and MVP I Advisor entered into the Termination and Fee Agreement. Pursuant to the Termination and Fee Agreement, at the effective time of the Merger, the Advisory Agreement, as amended, between MVP I and MVP I Advisor, which is referred to as the “Existing MVP I Advisory Agreement,” will be terminated, and MVP I Advisor will waive all fees payable to MVP I Advisor as a result of such termination. However, upon consummation of the Merger, the Advisor will be entitled to receive an advisor acquisition payment, which is referred to as the “Advisor Acquisition Payment”, from MVP II, as contemplated by the Termination and Fee Agreement and the Amended and Restated Advisory Agreement among MVP II, MVP II OP and MVP II Advisor, which is referred to as the “Existing MVP II Advisory Agreement”. As a result, on the closing date, MVP II will pay MVP II Advisor the Advisor Acquisition Payment of approximately $3.6 million in cash, subject to adjustment to the extent that MVP I acquires additional properties prior to closing of the Merger.

The Termination and Fee Agreement also provides for a waiver of any other contractual fee that MVP I Advisor would have been due under the Existing MVP I Advisory Agreement in connection with the Merger. Additionally,

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all of the shares of convertible stock of MVP I will be cancelled in connection with the Merger, and MVP I Advisor will not receive any consideration in connection therewith. In the event that the Merger Agreement is terminated, the Termination and Fee Agreement will automatically be deemed revoked and void ab initio.

Q: What happens to MVP II’s Advisory Agreement with MVP II Advisor if the Merger is consummated?
A: Concurrently with the execution and delivery of the Merger Agreement, MVP II, MVP II OP and MVP II Advisor entered into an Amended and Restated Advisory Agreement, or the “MVP II Amended and Restated Advisory Agreement,” which will become effective at the effective time of the Merger.
Q: Is completion of the Merger subject to any conditions?
A: Yes. In addition to the approval of the Merger and the Charter Amendment by the holders of MVP I common stock, completion of the Merger requires the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the merger agreement. For a more complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the Merger, see “The Merger Agreement— Conditions to Completion of the Merger” beginning on page 151 of this proxy statement/prospectus.
Q: When is the proposed Merger expected to be completed?
A: MVP I and MVP II are working towards completing the mergers promptly. MVP I and MVP II currently expect to complete the Merger in the second half of 2017, subject to receipt of the approval of holders of MVP I common stockholder and the satisfaction (or waiver) of the other closing conditions. However, no assurance can be given as to when, or if, the Merger will be completed.
Q: What happens if the Merger is not completed?
A. If the Merger, the Charter Amendment and the other transactions contemplated by the Merger Agreement are not approved by the MVP I common stockholders or if the Merger is not completed for any other reason, MVP I stockholders will not receive any form of consideration in connection with the Merger. Instead, MVP I will remain an independent company. If the Merger Agreement is terminated under certain circumstances, MVP I may be required to pay MVP II a termination payment of either $1.5 million or $750,000, which is referred to as the “termination fee,” depending on the occurrence of certain conditions, plus an expense reimbursement amount of up to $500,000.
Q: Why am I receiving this proxy statement/prospectus?
A: The MVP I Board is using this proxy statement/prospectus to solicit proxies from MVP I stockholders in connection with the Merger. In addition, MVP II is using this proxy statement/prospectus as a prospectus for MVP I stockholders because MVP II is offering shares of its common stock to be issued in exchange for shares of MVP I common stock in the Merger. In order to complete the Merger, MVP I stockholders must vote to approve both the Merger and Charter Amendment. MVP I will hold the MVP I special meeting to obtain these approvals. This proxy statement/prospectus contains important information about the Merger, the Charter Amendment, and the MVP I special meeting, and you should read it carefully. The enclosed voting materials allow you to vote your shares of MVP I common stock without attending the applicable MVP I special meeting. You are encouraged to authorize your proxy as promptly as possible.
Q: Will MVP I stockholders who participated in MVP I’s distribution reinvestment plan immediately prior to its suspension be able to continue to participate in such a plan?
A: Provided that the Merger is consummated, MVP I stockholders who receive the stock consideration and who participated in MVP I’s distribution reinvestment plan, or the “MVP I DRP”, immediately prior to its suspension will be automatically enrolled in MVP II’s distribution reinvestment plan, or the MVP II DRP. The current prospectus for MVP II’s initial public offering, which includes the terms of the MVP II DRP, is being distributed to MVP I stockholders concurrently with this proxy statement/prospectus. If you are a MVP I stockholder who participated in the MVP I DRP immediately prior to its suspension, and you do not wish to

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participate in the MVP II DRP following consummation of the Merger, please contact Investor Relations. Additionally, if you are a MVP I stockholder who was not enrolled in the MVP I DRP immediately prior to its suspension, and you wish to participate in the MVP II DRP following consummation of the Merger, please contact:

MVP Realty Advisors
8880 West Sunset Road
Suite 340
Las Vegas, NV 89148

(858) 369-7959
(877) 684-6871
(858) 369-7958 Fax

Q: When and where is the special meeting of MVP I stockholders?
A: The MVP I special meeting will be held at Red Rock Casino & Resort, Veranda E, 11011 West Charleston Blvd., Las Vegas, NV 89135 on September 27, 2017, commencing at 8:00 a.m. local time.
Q: Who can vote at the MVP I special meeting?
A: All MVP I stockholders of record as of the close of business on August 11, 2017, the record date for determining stockholders entitled to notice of and to vote at the MVP I special meeting, which is referred to as MVP I’s “record date,” are entitled to receive notice of, and to vote at, the MVP I special meeting except for those not entitled to vote on the Merger pursuant to the MVP I charter. The MVP I charter provides that, with respect to shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates, neither MVP I Advisor, the directors of MVP I nor their affiliates may vote on matters submitted to the MVP I stockholders regarding any transaction between MVP I and any of them. As a result, shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates are not entitled vote on the Merger proposal and such shares will be excluded (from the numerator and denominator) for purposes of determining whether the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on the Merger approved the Merger. As of the record date, there were 11,024,082 shares of MVP I common stock outstanding, as adjusted for subsequent redemptions due to death or disability, of which 10,611,558 shares were entitled to vote on the proposal to approve the Merger at the MVP I special meeting, held by approximately 2,152 holders of record. Each such share of MVP I common stock is entitled to one vote on each proposal presented at the MVP I special meeting; each fractional share of MVP I common stock is entitled to a commensurate fractional vote on each proposal presented at the MVP I special meeting.
Q: What constitutes a quorum?
A: The MVP I charter and bylaws provide that the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast at such meeting on any matter constitutes a quorum at a meeting of its stockholders. Shares that are voted, shares abstaining from voting and broker non-votes are treated as being present at the MVP I special meeting for purposes of determining whether a quorum is present.

A broker non-vote occurs when a broker, bank or other nominee returns a valid proxy but does not vote on a non-routine proposal because such nominee does not have discretionary authority from the holder of such MVP I common stock in street name to do so. The Merger, the Charter Amendment and the adjournment proposal are considered “non-routine” proposals. Broker non-votes, if any, will have the same effect as a vote “Against” the Merger and Charter Amendment, but will have no effect on the adjournment proposal.

Q: What vote is required to approve the proposals at the MVP I special meeting?
A: Approval of the proposal to approve the Merger requires the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on the proposal. Shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates are not entitled vote on the Merger.

Approval of the proposal to approve the Charter Amendment requires the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on the proposal.

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Approval of the proposal to adjourn the MVP I special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Charter Amendment or the proposal to approve the Merger requires the affirmative vote of a majority of the votes cast by holders of MVP I common stock entitled to vote on the proposal.

The closing of the Merger is conditioned upon approval of the Charter Amendment. Thus, if MVP I stockholders do not approve the Charter Amendment, the Merger will not be completed even if the proposal to approve the Merger is approved. Likewise, approval of the Charter Amendment is conditioned on approval of the Merger and the closing of the Merger. If MVP I stockholders do not approve the proposal to approve the Merger, the Charter Amendment will not become effective, even if the proposal to approve the Charter Amendment is approved.

Q: What are the anticipated U.S. federal income tax consequences to me of the proposed Merger?
A: The Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the closing of the Merger is conditioned on the receipt by each of MVP I and MVP II of an opinion from its respective counsel to that effect.

Assuming that the Merger qualifies as a reorganization, a U.S. holder of shares of MVP I common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of MVP II common stock in exchange for shares of MVP I common stock in connection with the Merger, except with respect to any cash received in lieu of fractional shares. A holder of MVP I common stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of MVP II common stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder’s tax basis in such fractional share.

Holders of shares of MVP I common stock should read the discussion under the heading “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 111 and consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the Merger in their particular circumstances.

Q: Will my shares of MVP II common stock be publicly traded?
A: Shares of MVP II common stock are not publicly traded. MVP II intends to seek listing of the shares of common stock of the Combined Company on a national securities exchange after the consummation of the merger, but there can be no assurance as to the timing of any such listing or that such listing will ever happen.
Q: Are MVP I stockholders entitled to appraisal rights?
A: MVP I stockholders are not entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL in connection with the Merger or the Charter Amendment.

Since the consummation of the Merger is conditioned on the approval of the Charter Amendment, MVP I stockholders who vote “no” with respect to the Merger will not be entitled to receive cash in an amount equal to the stockholder’s pro rata share of the appraised value of MVP I’s net assets.

Q: How does the MVP I Board recommend that MVP I stockholders vote?
A: The MVP I Board unanimously (with the exception of the members of the MVP I Board who are also members of the MVP II Board, each of whom abstained) recommends that MVP I stockholders vote FOR the proposal to approve the Merger, FOR the proposal to approve the Charter Amendment and FOR the proposal to adjourn the MVP I special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger or the proposal to approve the Charter Amendment, which is referred to as the “adjournment proposal.”

For a more complete description of the recommendation of the MVP I Board, see “The Merger—Recommendation of the MVP I Board and Its Reasons for the Merger” beginning on page 92.

Q: Do any of MVP I’s executive officers or directors have interests in the Merger that may differ from those of MVP I stockholders?
A: Some of MVP I’s directors and its executive officers have interests in the Merger that are different from, or in addition to, their interests as MVP I stockholders. The independent members of the MVP I Board were aware

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of and considered these interests, among other matters, in evaluating the Merger Agreement, the Merger and the Charter Amendment and in recommending that MVP I stockholders vote FOR the proposal to approve the Merger, FOR the proposal to approve the Charter Amendment and FOR the adjournment proposal. For a description of these interests, refer to the section entitled “The Merger—Interests of MVP I and MVP II Directors and Executive Officers in the Merger” beginning on page 105.

Q: How will MVP II stockholders be affected by the Merger and share issuance?
A: After the consummation of the Merger, each MVP II stockholder will continue to own the shares of MVP II common stock that the stockholder held immediately prior to the Merger. As a result of the Merger, each MVP II stockholder will own shares in a significantly larger company with more assets. However, MVP II will be issuing new shares of MVP II common stock to MVP I stockholders in connection with the Merger. Therefore, each outstanding share of MVP II common stock immediately prior to the Merger will represent a potentially significantly smaller percentage of the aggregate number of shares of MVP II common stock outstanding after the consummation of the Merger.
Q: How do I vote or authorize a proxy to vote my shares at the MVP I special meeting?
A: You may authorize a proxy to vote your shares in the following manner:
Authorizing a Proxy by Mail — Stockholders may authorize a proxy by completing the accompanying proxy card and mailing it in the accompanying self-addressed postage-paid return envelope.
Authorizing by Telephone — Stockholders may authorize a proxy by calling 1-800-337-3503 and following the instructions provided.
Authorizing a Proxy by Internet — Stockholders may authorize a proxy by completing the electronic proxy card at www.proxy-direct.com.

In addition, you may vote in person at the meeting. Stockholders of record may vote in person at the MVP I special meeting. Written ballots will be passed out to those stockholders who want to vote at the meeting.

If your shares are held by a bank, broker or other nominee (that is, in “street name”), you are considered the beneficial owner of your shares and you should refer to the instructions provided by your bank, broker or nominee regarding how to vote. In addition, because a beneficial owner is not the stockholder of record, you may not vote shares held by a bank, broker or nominee in street name at the MVP I special meeting unless you obtain a “legal proxy” from the bank, broker or nominee that holds your shares, giving you the right to vote the shares at the meeting.

Q: How will my proxy be voted?
A: All shares of MVP I common stock entitled to vote and represented by properly completed proxies received prior to being exercised at the MVP I special meeting, and not revoked, will be voted at the MVP I special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of MVP I common stock should be voted on a matter, the shares of MVP I common stock represented by your properly executed proxy will be voted as the MVP I Board recommends and therefore FOR the proposal to approve the Merger, FOR the proposal to approve the Charter Amendment and FOR the adjournment proposal.
Q: Can I revoke my proxy or change my vote after I have delivered my proxy?
A: Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at the MVP I special meeting. If you are a holder of record, you can do this in any of the three following ways:
by sending a written notice to the Secretary of MVP I at the address set forth below, in time to be received before the MVP I special meeting, stating that you would like to revoke your proxy;
by completing, signing and dating another proxy card and returning it by mail in time to be received before the MVP I special meeting, or by authorizing a later dated proxy by the Internet or telephone, in which case your later-authorized proxy will be recorded and your earlier proxy revoked; or
by attending the MVP I special meeting and voting in person. Simply attending the MVP I special meeting without voting will not revoke your proxy or change your vote.

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If your shares of MVP I common stock are held in an account at a broker or other nominee and you desire to change your vote or vote in person, you should contact your broker or other nominee for instructions on how to do so.

Q: What should I do if I receive more than one set of voting materials for the MVP I special meeting?
A: You may receive more than one set of voting materials for the MVP I special meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of MVP I common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of MVP I common stock. If you are a holder of record and your shares of MVP I common stock are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please authorize your proxy by telephone or over the Internet.
Q: Who can answer my questions?
A: If you have any questions about the Merger or how to authorize your proxy, or need additional copies of this proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:

MVP REIT, Inc.
Attention: Investor Relations
8880 W. Sunset Rd., Suite 340
Las Vegas, NV 89148
(702) 534-5577

You may also request information from Georgeson Inc., MVP I’s proxy solicitor, at the following address and telephone number:

Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310
All Shareholders Call Toll-Free: 888-666-2580

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SUMMARY

The following summary highlights certain information contained in this proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and the Charter Amendment, MVP I and MVP II encourage you to read carefully this entire proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you, because this section does not provide all the information that might be important to you with respect to the Merger and the other matters being considered at the MVP I special meeting. See also the section entitled “Where You Can Find More Information” beginning on page 187. We have included page references to direct you to the more complete description of the topics presented in this summary found elsewhere in this proxy statement/prospectus.

The Companies

MVP REIT II, Inc. and Merger Sub (See page 63)

MVP II is a public, non-listed REIT formed to focus primarily on investments in parking facilities, including parking lots, parking garages and other parking structures throughout the United States and Canada. MVP II was formed as a Maryland corporation in May 2015 and intends to qualify as a REIT under the Code beginning with its taxable year ending December 31, 2017. MVP II’s principal executive offices are located at 8880 W. Sunset Rd., Suite 340, Las Vegas, NV 89148, and its telephone number is (702) 534-5577.

As of June 30, 2017, MVP II’s portfolio consisted of investments in 17 parking facilities.

MVP II owns, and in the future intends to continue to own, substantially all of its assets and conduct its operations through MVP II OP, its operating partnership. MVP II is the sole general partner of MVP II OP. MVP II is externally managed by MVP II Advisor, its advisor. Michael V. Shustek is the Chief Executive Officer of MVP II Advisor.

On October 22, 2015, the SEC declared MVP II’s registration statement on Form S-11 effective, and MVP II commenced its initial public offering of up to $550 million in shares of common stock, consisting of (i) up to $500 million in shares of MVP II common stock offered in MVP II’s primary offering at an initial offering price of $25.00 per share and (ii) up to $50 million in shares of MVP II common stock offered to MVP II stockholders pursuant to the MVP II DRP at an initial offering price of $25.00 per share. MVP II ceased the offer and sale of shares of its common stock in its initial public offering as of March 31, 2017. As of such date, MVP II had issued approximately 2,443,237 shares of its common stock for a total of approximately $61.1 million, less offering costs. MVP II continues to offer the shares of MVP II common stock offered to MVP II stockholders pursuant to the MVP II DRP.

Merger Sub is a Delaware limited liability company and a wholly owned subsidiary of MVP II formed solely for the purpose of entering into the Merger Agreement and effecting the Merger. Upon completion of the Merger, MVP I will be merged with and into Merger Sub, with Merger Sub continuing as the Surviving Entity and a wholly owned subsidiary of MVP II. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement.

For more information about MVP II, please see MVP II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and MVP II’s Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2017, copies of which are attached to this proxy statement/prospectus as Annex E and Annex G, respectively.

MVP REIT, Inc. (See page 63)

MVP I is a publicly registered, non-listed hybrid REIT, which completed its initial public offering in September 2015. MVP I primarily invests in parking facilities throughout the United States, secured by long term leases with national and regional operators. To a lesser extent, MVP I has also invested in real estate secured loans that meet MVP I’s investment objectives and strategies. MVP I was incorporated on April 3, 2012 as a Maryland corporation, and has elected to be taxed, and operates in a manner that allows MVP I to qualify, as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2013. MVP I’s principal executive offices are located at 8880 W. Sunset Rd., Suite 340, Las Vegas, NV 89148, and its telephone number is (702) 534-5577.

As of June 30, 2017, MVP I holds a 51% or more interest in 25 parking facilities (out of 30 total investments).

MVP I is externally managed by MVP I Advisor, its advisor. MVP I Advisor is managed by Michael V. Shustek.

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Pursuant to its initial public offering, which closed in September 2015, MVP I issued 10,856,323 shares of MVP I common stock for which it received net proceeds of approximately $97.3 million. Of this amount, approximately $19.5 million of shares were issued in consideration of the contribution of commercial properties to MVP I. MVP I has also registered up to $50 million of shares of MVP I common stock for issuance pursuant to the MVP I DRP.

For more information about MVP I, please see MVP I’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and MVP I’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, copies of which are attached to this proxy statement/prospectus as Annex D and Annex F, respectively.

The Combined Company (See page 74)

The Combined Company will be renamed “The Parking REIT, Inc.” and will continue to be a Maryland corporation that intends to qualify as a REIT under the Code beginning with its taxable year ending December 31, 2017. The Combined Company will continue to invest primarily in a portfolio of parking facilities located throughout the United States and Canada.

Following the effective time of the Merger, the Combined Company intends to merge Merger Sub with MVP II OP. Upon completion of that affiliated merger, the Combined Company will own substantially all of its assets and will conduct its operations through MVP II OP and will be advised by MVP II Advisor.

The Combined Company’s principal executive offices will continue to be located at 8880 W. Sunset Rd., Suite 340, Las Vegas, NV 89148, and its telephone number will continue to be (702) 534-5577.

The Merger (See page 85)

The Merger Agreement

On May 26, 2017, MVP I, MVP II, MVP II Advisor, MVP I Advisor, and Merger Sub entered into the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus. MVP I and MVP II encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Merger.

The Merger

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, MVP I will merge with and into Merger Sub, with Merger Sub surviving the Merger as the Surviving Entity and continuing as a wholly owned subsidiary of MVP II. The Merger is intended to qualify as a “reorganization” under, and within the meaning of, Section 368(a) of the Code. Upon completion of the Merger, based on the number of shares of MVP I common stock and MVP II common stock outstanding as of August 14, 2017 and an assumed exchange ratio of 0.365 shares of MVP II common stock for each share of MVP I common stock, as of August 14, 2017 MVP II stockholders would own approximately 39.8% of the diluted common equity of the Combined Company, and former MVP I stockholders will own approximately 60.2% of the diluted common equity of the Combined Company.

Merger Consideration

The Merger

Subject to the terms and conditions of the Merger Agreement, MVP II has agreed to pay consideration of 0.365 shares of MVP II common stock per share of MVP I common stock, which is referred to as the “merger consideration.” At the effective time of the Merger, each outstanding share of MVP I common stock will be automatically cancelled and retired, and converted into the right to receive the merger consideration.

Fractional Shares

To the extent that a MVP I stockholder would otherwise be entitled to receive a fraction of a share of MVP II common stock computed on the basis of the aggregate number of shares of MVP I common stock held by such holder, such holder shall instead receive a cash payment (without interest) in lieu of a fractional share in an amount determined by multiplying (i) the fraction of a share to which such holder would otherwise be entitled by (ii) $25.00.

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The Charter Amendment

The Charter Amendment would remove from the MVP I charter certain substantive and procedural protections on “Roll-Up Transactions” involving a “Roll-Up Entity.” (See “Proposals Submitted to MVP I Stockholders—Charter Amendment Proposal” beginning on page 83 for definitions of these terms.) Absent the Charter Amendment, the Merger would be a “Roll-Up Transaction” under the definition in the MVP I charter. Pursuant to “Roll-Up” provisions of the MVP I charter, MVP I stockholders who vote “no” on the proposal to approve the Merger would be entitled to the choice of: (1) accepting the shares of MVP II common stock or (2) one of the following: (a) remaining as holders of MVP I’s common stock and preserving their interests therein on the same terms and conditions as existed previously or (b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of MVP I’s net assets. In addition, under the MVP I charter, MVP I would be prohibited from participating in any Roll-Up Transaction: (1) that would result in the common stockholders having voting rights in a Roll-Up Entity that are less than those provided in the MVP I charter, (2) that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-Up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor, (3) in which investors’ rights to access of records of the Roll-Up Entity will be less than those provided in the MVP I charter or (4) in which any of the costs of the Roll-Up Transaction would be borne by MVP I if the Roll-Up Transaction is rejected by the MVP I stockholders. The provisions of the MVP I charter subject to the Charter Amendment would also require MVP I to obtain an appraisal of its assets from an independent appraiser.

MVP I believes that the effect of these provisions, if not amended, would have made the Merger more difficult and costly to complete. Because of the effect of these provisions on the Merger, the MVP II Board and MVP I Board determined that it was necessary to amend the MVP I charter to eliminate these provisions. Accordingly, approval of the Charter Amendment is a condition to each party’s obligation to complete the Merger. See “Proposals Submitted to MVP I Stockholders—Charter Amendment Proposal” beginning on page 83 for a detailed discussion of the Charter Amendment.

Related Agreements

In connection with the Merger, pursuant to the Termination and Fee Agreement, at the effective time of the Merger, the existing MVP I Advisory Agreement will be terminated, and MVP I Advisor will waive all fees payable to MVP I Advisor as a result of such termination. However, upon consummation of the Merger, MVP II Advisor will be entitled to receive the Advisor Acquisition Payment from MVP II, as contemplated by the Termination and Fee Agreement, the Existing MVP II Advisory Agreement and the Merger Agreement. As a result, on the closing date, MVP II will pay MVP II Advisor the Advisor Acquisition Payment of approximately $3.6 million in cash, subject to adjustment to the extent that MVP I acquires additional properties prior to closing of the Merger.

The Termination and Fee Agreement also provides for a waiver of any other contractual fee that MVP I Advisor would have been due under the Existing MVP I Advisory Agreement in connection with the Merger. Additionally, all of the shares of convertible stock of MVP I will be cancelled in connection with the Merger, and MVP I Advisor will not receive any consideration in connection therewith. Michael V. Shustek is the Chief Executive Officer of MVP I Advisor and MVP II Advisor.

Also concurrently with the execution and delivery of the Merger Agreement, MVP II, MVP II OP and MVP II Advisor entered into an Amended and Restated Advisory Agreement, or the “MVP II Amended and Restated Advisory Agreement,” which will become effective at the effective time of the Merger. See “Related Agreements” for more information about the Termination and Fee Agreement and the MVP II Amended and Restated Advisory Agreement.

Recommendation of the MVP I Board (See page 92)

Based on the recommendation of the MVP I Special Committee, the MVP I Board has determined that the Merger Agreement, the Charter Amendment, the Merger and the other transactions contemplated by the Merger Agreement are fair, reasonable, advisable and in the best interests of MVP I and its stockholders, and has authorized, approved, adopted and declared advisable the Merger Agreement and the Charter Amendment, subject to any stockholder approval required by law. The MVP I Board has directed that the Merger and the Charter Amendment (as they may be separately required to be proposed or presented) be submitted to the holders of shares of MVP I

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common stock for consideration at the MVP I special meeting and the MVP I Board recommends that the MVP I stockholders vote FOR the proposal to approve the Merger, FOR the proposal to approve the Charter Amendment and FOR the adjournment proposal.

Summary of Risk Factors Related to the Merger (See page 32)

You should consider carefully all the risk factors, together with all of the other information included in this proxy statement/prospectus, before deciding how to vote. The risks related to the Merger and the related transactions are described under the caption “Risk Factors—Risk Factors Relating to the Merger” beginning on page 32. Certain of the significant risks are summarized below.

The exchange ratio is fixed and will not be adjusted to reflect any further changes in the value of MVP I common stock or MVP II common stock.
The Merger and the Charter Amendment are subject to approval by MVP I stockholders.
MVP I stockholders and MVP II stockholders will be diluted by the Merger.
If the Merger does not occur, MVP I or MVP II may incur payment obligations to MVP II or MVP I, respectively.
Failure to complete the Merger could negatively impact the future business and financial results of MVP I, MVP II or both.
The pendency of the Merger could adversely affect the business and operations of MVP I, MVP II or both.
Certain directors and executive officers of MVP I have interests in seeing the Merger completed that are different from, or in addition to, those of other MVP I stockholders.
The Merger Agreement contains provisions that grant each of the MVP I Special Committee and MVP II Special Committee a general right to terminate the Merger Agreement, notwithstanding stockholder approval, based on mutual written consent.
If the Merger is not consummated by the outside date (which is December 31, 2017), either the MVP I Special Committee or MVP II Special Committee may terminate the Merger Agreement.

The MVP I Special Meeting

The MVP I special meeting will be held at Red Rock Casino & Resort, Veranda E, 11011 West Charleston Blvd., Las Vegas, NV 89135, on September 27, 2017, commencing at 8:00 a.m. local time. The purpose of the MVP I special meeting is:

1. to consider and vote on a proposal to approve the Merger;
2. to consider and vote on a proposal to approve the Charter Amendment; and
3. to consider and vote on a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger and the Charter Amendment.

Stockholders Entitled to Vote; Vote Required

MVP I stockholders of record who owned shares of MVP I common stock at the close of business on August 11, 2017, the MVP I record date, are entitled to notice of, and to vote at, the MVP I special meeting and any postponements or adjournments thereof, other than those not entitled to vote on the Merger pursuant to the MVP I charter. On the MVP I record date, there were 11,024,082 shares of MVP I common stock outstanding, as adjusted for subsequent redemptions due to death or disability, of which 10,611,558 shares were entitled to vote on the proposal to approve the Merger at the MVP I special meeting, held by approximately 2,152 holders of record.

The MVP I charter and bylaws provide that the presence in person or by proxy of stockholders entitled to cast at least 50% of all the votes entitled to be cast on any matter constitutes a quorum at a meeting of its stockholders. Shares that are voted, shares abstaining from voting and broker non-votes, if any, are treated as being present at the MVP I special meeting for purposes of determining whether a quorum is present.

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Approval of the proposal to approve the Merger and approval of the proposal to approve the Charter Amendment require the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on each such proposal. Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast on the proposal. Shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates are not entitled vote on the Merger.

Abstaining or failing to vote will have the same effect as votes cast “Against” the Merger and the Charter Amendment. However, abstaining or failing to vote will have no effect on the adjournment proposal.

The Merger, the Charter Amendment and the adjournment proposal are considered “non-routine” proposals. A broker non-vote occurs when a broker, bank or other nominee returns a valid proxy but does not vote on a non-routine proposal because such nominee does not have discretionary authority from the holder of such MVP I common stock in street name to do so. Broker non-votes, if any, will have the same effect as a vote “Against” the Merger and Charter Amendment, but will have no effect on the adjournment proposal.

Your vote as a MVP I stockholder is important. Accordingly, please promptly authorize your proxy whether or not you plan to attend the MVP I special meeting in person.

See “The MVP I Special Meeting—Abstentions” beginning on page 80 for a description of the effect of abstentions with respect to the above proposals.

Your vote is very important. You are encouraged to authorize your proxy as promptly as possible. If you do not indicate how your shares of MVP I common stock should be voted on a matter, the shares of MVP I common stock represented by your properly executed proxy will be voted as the MVP I Board recommends and therefore FOR the proposal to approve the Merger, FOR the proposal to approve the Charter Amendment and FOR the adjournment proposal. If you do not provide voting instructions to your broker or other nominee, your shares of MVP I common stock will NOT be represented or voted at the meeting.

Share Ownership of Directors and Executive Officers of MVP I

The MVP I charter provides that, with respect to shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates, neither MVP I Advisor, the directors of MVP I or their affiliates (including MVP II, MVP II Advisor and any of the directors of MVP II) may vote on matters submitted to the MVP I stockholders regarding any transaction between MVP I and any of them. As a result, shares of MVP I common stock owned by MVP I Advisor, any director of MVP I or any of their respective affiliates are not entitled vote on the Merger proposal and such shares will be excluded (from the numerator and denominator) for purposes of determining whether the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on the Merger approved the Merger. At the close of business on the MVP I record date, the directors and executive officers of MVP I and their affiliates held 412,524 shares of MVP I common stock (none of which, according to the MVP I charter, may be voted on the Merger), collectively representing approximately 3.74% of all the shares of MVP I common stock outstanding. In addition, as of the MVP I record date, Michael V. Shustek who is also a director of MVP II, held no shares of MVP II common stock. See “The Companies—MVP I—Security Ownership of Certain Beneficial Owners, Directors and Management, and Related Matters” and “The Companies—MVP II—Security Ownership of Certain Beneficial Owners, Directors and Management, and Related Matters.”

Directors and Executive Officers of the Combined Company

Following the consummation of the Merger, the Combined Company’s board of directors will consist of the following eight members, all of whom are current directors of MVP I and/or MVP II: Michael V. Shustek, Allen Wolff, David Chavez, Erik Hart, John E. Dawson, Robert J. Aalberts, Nicholas Nilsen and Shawn Nelson. Mr. Shustek will serve as the Chairman of the board of directors of the Combined Company, and each of Messrs. Wolff, Chavez, Hart, Dawson, Aalberts, Nilsen and Nelson will be independent directors of the Combined Company. Mr. Shustek will serve as Chief Executive Officer and Secretary of the Combined Company. Ed Bentzen will serve as Chief Financial Officer of the Combined Company. Mr. Bentzen currently holds the same positions for each of MVP I and MVP II. Mr. Shustek currently serves as Chairman of the Board, Chief Executive Officer and Secretary of MVP I and Chairman of the Board, Chief Executive Officer, President and Secretary of MVP II.

Interests of MVP I’s and MVP II’s Directors and Executive Officers in the Merger

In addition to their interests in the Merger as stockholders, some of the MVP I and MVP II directors and executive officers have interests in the Merger that differ from, or are in addition to, the interests of the MVP I

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stockholders. The MVP I Special Committee and MVP I Board were aware of these interests, and the MVP I Board considered them, among other matters, in reaching its decision to recommend, approve and declare the Merger, the Merger Agreement, the Termination and Fee Agreement and Charter Amendment advisable, as applicable.

Affiliation of MVP I and MVP II

MVP I and MVP II are affiliated entities that are both advised by the Advisor, which is partially owned (on an indirect basis) and controlled by Michael V. Shustek. Michael V. Shustek also serves as Chairman of both the MVP I Board and the MVP II Board. In addition, Mr. Shustek serves as Chairman of the Board, Chief Executive Officer and Secretary of MVP I and Chairman of the Board, Chief Executive Officer, President and Secretary of MVP II. Ed Bentzen serves as Chief Financial Officer of MVP I and MVP II.

Officers and Directors of the Combined Company

Pursuant to the Merger Agreement and as noted above, three members of the MVP I Board—Messrs. Aalberts, Nilsen and Nelson—will be elected to the MVP II Board in connection with the consummation of the Merger. In addition, Mr. Shustek will serve as Chairman of the Board, Chief Executive Officer and Secretary of the Combined Company, and Mr. Bentzen will serve as Chief Financial Officer of the Combined Company.

Termination and Fee Agreement

In connection with the Merger, pursuant to the Termination and Fee Agreement, at the effective time of the Merger, the Existing MVP I Advisory Agreement will be terminated, and MVP I Advisor will waive all fees payable to MVP I Advisor as a result of such termination. However, upon consummation of the Merger, MVP II Advisor will be entitled to receive the Advisor Acquisition Payment from MVP II, as contemplated by the Termination and Fee Agreement, the Existing MVP II Advisory Agreement and the Merger Agreement. As a result, on the closing date, MVP II will pay MVP II Advisor the Advisor Acquisition Payment of approximately $3.6 million in cash, subject to adjustment to the extent that MVP I acquires additional properties prior to closing of the Merger.

The Termination and Fee Agreement also provides for a waiver of any other contractual fee that MVP I Advisor would have been due under the Existing MVP I Advisory Agreement in connection with the Merger. Additionally, all of the shares of convertible stock of MVP I will be cancelled in connection with the Merger, and MVP I Advisor will not receive any consideration in connection therewith. Michael V. Shustek is the Chief Executive Officer of MVP I Advisor and MVP II Advisor.

Conversion of Outstanding Shares of MVP I Common Stock; Treatment of MVP I Convertible Stock; Director Compensation

Shares of MVP I common stock owned by executive officers and directors of MVP I will be converted into the right to receive shares of MVP II common stock on the same terms and conditions as the other MVP I stockholders. As of the MVP I record date, the executive officers and directors of MVP I and their affiliates held, in the aggregate 412,524 shares of MVP I common stock (none of which, according to the MVP I charter, may be voted on the Merger).

Shares of convertible stock of MVP I will automatically be cancelled in connection with the Merger, and no consideration will be paid therefore in connection with the Merger. MVP I Advisor is the sole holder of shares of MVP I convertible stock.

Each independent director of MVP II receives an annual retainer of $30,000 (to be prorated for a partial term), plus the audit committee chairperson receives an additional $5,000 annual retainer (to be prorated for a partial term). Each independent director also will receive $1,000 for each meeting of the Board attended in-person or by telephone. In addition, MVP II directors may be entitled to receive awards in the future under MVP II’s equity incentive plan, although MVP II does not have any current plans to grant any such awards.

Indemnification and Insurance

For a period of six years after the effective time of the Merger, pursuant to the terms of the Merger Agreement and subject to certain limitations, MVP II will, and will cause the Surviving Entity to, indemnify, advance expenses to, defend and hold harmless among others, current or former managers, directors, officers, partners, members, trustees, employees, agents, fiduciaries or other individuals of MVP I or any subsidiaries of MVP I, which are

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referred to as the “Indemnified Parties,” for actions at or prior to the effective time of the Merger, including with respect to the transactions contemplated by the Merger Agreement. MVP II and the Surviving Entity have agreed that all rights to indemnification and exculpation from liabilities for acts provided in (i) the governing documents of MVP I or similar organizational documents or agreements of any subsidiary of MVP I and (ii) any indemnification agreements of MVP I will survive the Merger and will continue in full force and effect in accordance with their terms. For a period of six years after the effective time of the Merger, the organizational documents of MVP II and the Surviving Entity and the organizational documents of any subsidiary of MVP II or subsidiary of MVP I will not have indemnification and director and officer liability limitation provisions less favorable than such provisions in the MVP I organizational documents.

MVP II has agreed to cause the Surviving Entity to maintain MVP I’s current directors’ and officers’ liability insurance policies for a period of six years after the effective time of the Merger. Notwithstanding the previous sentence, (i) the Surviving Entity may substitute directors’ and officers’ liability insurance policies from one or more insurance carriers with terms and retentions that are no less favorable in the aggregate than the coverage provided under MVP I’s existing policies, or (ii) MVP I may, in consultation with MVP II, obtain extended reporting period coverage under MVP I’s existing insurance programs for a period of six years after the effective time of the Merger. Notwithstanding the foregoing, (i) the Surviving Entity will not be required to pay annual premiums in excess of (for any one year) 300% of the annual premium currently paid by MVP I for such insurance, and (ii) if the annual premiums exceed 300%, the Surviving Entity will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding 300% of the current annual premium.

Asset Management Fees

Concurrently with the execution and delivery of the Merger Agreement, MVP II, MVP II OP and the Advisor entered into an Amended and Restated Advisory Agreement, or the “MVP II Amended and Restated Advisory Agreement,” which will become effective at the effective time of the Merger.

The Existing MVP II Advisory Agreement provides for the payment to MVP II Advisor of acquisition fees, disposition fees, asset management fees and subordinated performance fees. Pursuant to the MVP II Amended and Restated Advisory Agreement, after the Merger, MVP II Advisor will only be entitled to an asset management fee as compensation for services rendered pursuant to the MVP II Amended and Restated Advisory Agreement in connection with the management of MVP II’s assets. The asset management fee will be calculated and paid monthly and will consist of a monthly fee of one-twelfth of 1.1% of (i) the cost of each asset then held by MVP II, without deduction for depreciation, bad debts or other non-cash reserves, or (ii) MVP II’s proportionate share thereof in the case of an investment made through a joint venture or other co-ownership arrangement excluding (only for clause (ii)) debt financing on the investment. For any month in which an asset is disposed of, MVP II will prorate the portion of the asset management fee related to that specific asset by using a numerator equal to the number of days owned during the month of disposal, divided by a denominator equal to the total number of days in such month and add the resulting amount to the fee due for such month.

The asset management fee will not exceed $2 million per year until the earlier of such time, if ever, that (i) the Combined Company holds assets with an appraised value equal to or in excess of $500,000,000 or (ii) the Combined Company reports AFFO (as defined in the MVP II Amended and Restated Advisory Agreement) equal to or greater than $0.3125 per share of MVP II common stock for two consecutive quarters on a fully diluted basis. All subordinated asset management fees in excess of $2 million per year will be paid, with interest rate of 3.5% per annum, to MVP II Advisor at such time, if ever, that either of clause (i) or (ii) of the preceding sentence is satisfied.

Appraisal Rights in the Merger

MVP I stockholders are not entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL in connection with the Merger or the Charter Amendment.

Since the consummation of the Merger is conditioned on the approval of the Charter Amendment, MVP I stockholders who vote “no” with respect to the Merger will not be entitled to receive cash in an amount equal to the stockholder’s pro rata share of the appraised value of MVP I’s net assets.

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Conditions to Completion of the Merger

As more fully described in this proxy statement/prospectus and the Merger Agreement, the obligation of each of MVP I and MVP II to complete the Merger and the other transactions contemplated by the Merger Agreement is subject to the satisfaction or, to the extent permitted by law, waiver by each of the parties, at or prior to the effective time of the Merger, of a number of closing conditions. These conditions include, among others:

all consents, authorizations, orders or approvals of certain governmental authorities and agencies necessary for the consummation of the Merger and the other transactions contemplated by the Merger Agreement shall have been obtained and any applicable waiting periods in respect thereof shall have expired or been terminated;
approval by the MVP I stockholders of the Merger and the Charter Amendment;
receipt of opinions of counsel concerning certain tax matters;
the absence of any judgment, injunction, order or decree issued by any governmental authority of competent jurisdiction prohibiting the consummation of the Merger, and the absence of any law that has been enacted, entered, promulgated or enforced by any governmental authority after the date of the Merger Agreement that prohibits, restrains, enjoins or makes illegal the consummation of the Merger or the other transactions contemplated by the Merger Agreement; and
the registration statement of which this proxy statement/prospectus is a party having been declared effective by the Securities and Exchange Commission, or the “SEC,” no stop order suspending the effectiveness of such registration statement having been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC and not withdrawn.

Neither MVP I nor MVP II can give any assurance as to when or if all of the conditions to the consummation of the Merger will be satisfied or waived or that the Merger will occur.

Regulatory Approvals Required for the Merger

The Merger may be subject to regulatory requirements of municipal, state and federal, domestic or foreign, governmental agencies and authorities, including those relating to the offer and sale of securities. MVP II and MVP I are currently working to evaluate and comply in all material respects with such requirements, as applicable, and do not currently anticipate that they will hinder, delay or restrict completion of the Merger.

It is possible that one or more of the regulatory approvals required to complete the Merger will not be obtained on a timely basis or at all. In addition, it is possible that any of the governmental entities with which filings are made may seek regulatory concessions as conditions for granting approval of the Merger.

See “The Merger—Regulatory Approvals Required for the Merger” beginning on page 107.

“Go Shop” Period, No Solicitation and Change in Recommendation

Pursuant to the terms of the Merger Agreement, until 11:59 p.m. (New York City time) on July 10, 2017, which is referred to as the “Go Shop Period End Time,” MVP I had a “go shop” right that allowed MVP I and its subsidiaries to directly or indirectly do the following (the provisions related to the go shop right in the Merger Agreement are referred to as the “go shop provisions”):

initiate, solicit, encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal (as such term is defined in “The Merger Agreement—Covenants and Agreements—No Solicitations of Transaction by MVP I”), including by way of (A) contacting third parties, (B) broadly disseminating public disclosure or (C) providing access to the properties, offices, assets, books, records and personnel of MVP I and its subsidiaries and furnishing non-public information pursuant to (but only pursuant to) one or more acceptable confidentiality agreements; provided, however, that MVP I has previously or contemporaneously furnished, made available or provided access to such non-public information to MVP II;
enter into, continue or otherwise participate in any discussions or negotiations with any person relating to, or in furtherance of such inquiries, proposals, offers or other actions or to obtain, an Acquisition Proposal;

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release any person from, or refrain from enforcing, any standstill agreement or similar obligation to MVP I or its subsidiaries; or
disclose to the MVP I stockholders any information required to be disclosed under applicable law; provided, however, that to the extent any such disclosure addresses the approval, recommendation or declaration of advisability by the MVP I Board with respect to the Merger Agreement or an Acquisition Proposal, such disclosure shall be deemed to be an Adverse Recommendation Change (as such term is defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I”) if not accompanied by an express public re-affirmation of the recommendation of the MVP I Board in favor of the Merger and the Merger Agreement.

See “The Merger—Background of the Merger” beginning on page 85 for an update on the status of the go shop process.

Beginning at the Go Shop Period End Time, except as described below, the Merger Agreement provides that MVP I may not, and will cause its subsidiaries not to, do any of the following:

initiate, solicit, knowingly encourage or facilitate any inquiries or the making of any proposal, offer or other action that constitutes any Acquisition Proposal;
enter into, continue or otherwise participate in any discussions or negotiations with any person, or furnish to any person, any non-public information, in furtherance of such inquiries or to obtain an Acquisition Proposal;
release any person from or fail to enforce any standstill agreement or similar obligation to MVP I or its subsidiaries;
make an Adverse Recommendation Change;
enter into any agreement in principle, arrangement, understanding, contract or agreement (whether binding or not) contemplating or otherwise relating to an Acquisition Proposal; or
take any action to exempt any person from any takeover statute or similar restrictive provision of the MVP I charter and related documents.

Notwithstanding the foregoing, at any time up to five business days after the Go Shop Period End Time, the MVP I Board had the right, upon receipt of an Acquisition Proposal from a Go Shop Bidder (as such term is defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I”) that constituted a Superior Proposal (as such term is defined in “The Merger Agreement— Covenants and Agreements—No Solicitation of Transactions by MVP I”), to give notice of its intention to terminate the Merger Agreement and enter into an agreement related to such Superior Proposal, subject to the following conditions:

the foregoing determination must have been made in good faith and upon the determination that failing to take such action would be inconsistent with the directors’ duties under applicable law;
MVP I must have notified MVP II in writing of the Superior Proposal, attaching the most current version of such proposal; and
during the five business days after MVP II received such notice, MVP I must have offered to negotiate with MVP II (and negotiate in good faith) with respect to making adjustments to the terms of the Merger Agreement so that the subject Superior Proposal no longer was a Superior Proposal.

In addition, at any time beginning on the sixth business day after the Go Shop Period End Time but before receiving the necessary approvals of the MVP I stockholders, the MVP I Board may, upon receipt of an Acquisition Proposal that constitutes a Superior Proposal, make an Adverse Recommendation Change, and may terminate the Merger Agreement. There are several conditions to taking such action:

the foregoing determination must be made in good faith and upon the determination that failing to take such action would be inconsistent with the directors’ duties under applicable law;
MVP I must notify MVP II in writing of the intent to make the Adverse Recommendation Change; and

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during the five business days after MVP II has received such notice, MVP I must offer to negotiate with MVP II (and negotiate in good faith) with respect to making adjustments to the terms of the Merger Agreement so that the subject Superior Proposal no longer is a Superior Proposal.

For more information, see “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I” beginning on page 147.

Termination of the Merger Agreement

MVP II and MVP I may, by written consent, acting through the special committees of their respective boards, mutually agree to terminate the Merger Agreement before completing the Merger, even after approval of the Merger and Charter Amendment by the MVP I stockholders.

In addition, either MVP II or MVP I, acting through the special committee of its board, (so long as MVP II or MVP I, as applicable, is not at fault) may terminate the Merger Agreement upon the following events:

if the Merger has not occurred by the outside date;
if a court or other governmental authority issues a final order prohibiting the Merger;
if the required approvals of the MVP I stockholders are not obtained; or
if all conditions to closing have been satisfied or waived but the other party refuses to close;

MVP I, acting through the special committee of its board, may also terminate the Merger Agreement if:

MVP II or Merger Sub breaches or fails to perform any of its obligations under the Merger Agreement that would result in the failure of certain of the conditions in the Merger Agreement;
MVP I had accepted a Superior Proposal from a Go Shop Bidder within five business days after the Go Shop Period End Time; or
MVP I has accepted a Superior Proposal at any time beginning on the sixth business day after the Go Shop Period End Time.

MVP II, acting through the special committee of its board, may also terminate the Merger Agreement if:

MVP I or other related parties breaches or fails to perform any of its obligations under the Merger Agreement that would result in the failure of certain of the conditions in the Merger Agreement; or
any time following the date that is five business days after the Go Shop Period End Time, any of the following occur: (a) an Adverse Recommendation Change, (b) the approval of an Acquisition Proposal by the MVP I Board, (c) a tender offer for the MVP I common stock is commenced and the MVP I Board fails to recommend against such tender offer and fails to reaffirm its recommendation that the MVP I stockholders approve the Merger and the Charter Amendment, (d) the MVP I Board fails to include its recommendation in the proxy statement to the MVP I stockholders or (e) MVP I materially violates the go shop provisions.

For more information regarding the rights of MVP II and MVP I to terminate the Merger Agreement, see “The Merger Agreement—Termination of the Merger Agreement” beginning on page 153.

Termination Fees; Expenses

Generally, all fees and expenses incurred in connection with the Merger and the transactions contemplated by the Merger Agreement will be paid by the party incurring those expenses. However, if the Merger Agreement is terminated in connection with MVP I’s acceptance of an Superior Proposal, making an Adverse Recommendation Change or approval or endorsement of an Acquisition Proposal, then MVP I will pay to MVP II a termination fee of either $1.5 million or $750,000, which is referred to as the “termination fee,” depending on the occurrence of certain conditions, plus an expense reimbursement amount of up to $500,000.

For more information regarding the expense reimbursement fee, see “The Merger Agreement—Termination of the Merger Agreement—Termination Fees and Expense Reimbursement” beginning on page 155.

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Material U.S. Federal Income Tax Consequences of the Merger

The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code. Provided that the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, the MVP I stockholders generally will not recognize any gain or loss for U.S. federal income tax purposes to the extent that they exchange shares of MVP I common stock for shares of MVP II common stock in the Merger, except with respect to any cash received in lieu of fractional shares of MVP II common stock. A holder of MVP I common stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of the Combined Company common stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder’s tax basis in such fractional share. It is a condition to the completion of the Merger that MVP I and MVP II each receive an opinion from its respective counsel to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code.

For further discussion of the material U.S. federal income tax consequences of the Merger and the ownership of MVP II common stock, see “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 111.

Accounting Treatment of the Merger

The Merger will be accounted for as an integrated business combination transaction by MVP II in accordance with Accounting Standards Codification Topic 805, Business Combinations. In applying the acquisition method specified by this guidance, it is necessary to identify an accounting acquirer, which may be different than the legal acquirer. Factors considered in identifying an accounting acquirer include, but are not limited to, the relative size of the merging companies, which entity issues additional shares in conjunction with the Merger, the relative voting interests of the respective stockholders after consummation of the Merger, and the composition of the board of directors and senior management after consummation of the Merger.

After consideration of these factors, MVP II has been identified as the accounting acquirer. In reaching this conclusion, emphasis was placed on the anticipated relative voting interests of the respective stockholders subsequent to the Merger and the fact that MVP II initiated the transaction and will issue its shares as a component of the consideration. Accordingly, MVP I’s assets (including any identifiable intangible assets) and liabilities will be recorded at their respective fair values at the date of the Merger.

The estimated fair value of the assets acquired, liabilities assumed and consideration transferred may change significantly until such time that the Merger closes. Consolidated financial statements of the Combined Company issued after the Merger will reflect these fair value adjustments and the consolidated results of operations subsequent to the date of the Merger. As MVP II has been determined to be the accounting acquirer, its historical financial statements will become the historical financial statements of the Combined Company upon consummation of the Merger. See “Unaudited Pro Forma Condensed Consolidated Financial Statements” beginning on page PF-2 of this proxy statement/prospectus.

Opinion of the MVP I Special Committee’s Financial Advisor

The MVP I Special Committee retained Robert A. Stanger & Co., Inc., which is referred to as “Stanger”, to provide it with financial advisory services in connection with the Merger, and, if requested by the MVP I Special Committee, a financial opinion with respect thereto. The MVP I Special Committee engaged Stanger to act as its financial advisor based on Stanger’s qualifications, expertise and reputation, and its knowledge of MVP’s business and affairs. On May 26, 2017, Stanger rendered its oral opinion, which was subsequently confirmed in writing, to the MVP I Special Committee to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Stanger as set forth therein, the merger consideration to be received by the stockholders of MVP I pursuant to the merger agreement was fair from a financial point of view to the stockholders of MVP I.

The full text of the written opinion of Stanger, dated May 26, 2017, is attached to this proxy statement/prospectus as Annex C, and is incorporated by reference into this proxy statement/prospectus in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Stanger in rendering its opinion. The summary of the opinion of Stanger in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Stanger’s opinion

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and this section summarizing Stanger’s opinion carefully and in their entirety. Stanger’s opinion was delivered to the MVP I Special Committee, in its capacity as such, and addresses only the fairness from a financial point of view of the merger consideration to be received by the stockholders of MVP I pursuant to the merger agreement, as of the date of the opinion, and does not address any other aspects or implications of the Merger. It was not intended to, and does not, constitute advice or a recommendation to any stockholder of MVP I as to how to vote at any stockholders meeting to be held in connection with the Merger or whether to take any other action with respect to the Merger.

See “The Merger—Opinion of the MVP I Special Committee’s Financial Advisor” beginning on page 98.

Comparison of Rights of MVP II Stockholders and MVP I Stockholders

At the effective time of the Merger, MVP I stockholders will become MVP II stockholders and, accordingly, their rights will be governed by the MVP II charter and bylaws and the laws of the State of Maryland. The MVP II charter and bylaws contain provisions that are different from the MVP I charter and bylaws in a number of ways.

For a summary of certain differences between the rights of MVP II stockholders and MVP I stockholders, see “Comparison of Rights of MVP I Stockholders and MVP II Stockholders” beginning on page 170.

Selected Historical Financial Information of MVP II

The following sets forth selected consolidated financial information for MVP II. The selected consolidated statements of operations data for the period ended March 31, 2017, the year ended December 31, 2016, and for the period from May 4, 2015 (inception) to December 31, 2015, and the selected consolidated balance sheet data as of March 31, 2017, and December 31, 2016 and 2015 have been derived from information provided in MVP II’s Quarterly Report on Form 10-Q/A for the period ended March 31, 2017 and its Annual Report on Form 10-K for the year ended December 31, 2016, copies of which are included in Annexes G and E (the “MVP II Periodic Reports”) to this proxy statement/prospectus. The following information should be read together with MVP II’s historical consolidated financial statements and notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the MVP II Periodic Reports.

MVP REIT II, Inc.
Consolidated Balance Sheet Data

 
 
As of December 31,
 
As of March 31, 2017
2016
2015
Total assets
$
128,212,000
 
$
70,255,000
 
$
2,448,000
 
Total liabilities
$
63,246,000
 
$
14,382,000
 
$
144,000
 
Total equity
$
64,966,000
 
$
55,873,000
 
$
2,304,000
 

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MVP REIT II, Inc.
Consolidated Statements of Operations Data

 
Three Months
Ended
March 31,
2017
Year Ended
December 31,
2016
Period from
May 4, 2015
(inception) to
December 31,
2015
STATEMENT OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
Total revenue
$
2,002,000
 
$
1,602,000
 
$
 
Operating expenses
$
4,350,000
 
$
5,618,000
 
$
125,000
 
Other expenses
$
(730,000
)
$
(117,000
)
$
(1,000
)
Income tax benefit
$
 
$
 
$
 
Net loss
$
(3,072,000
)
$
(4,152,000
)
$
(126,000
)
STATEMENT OF CASH FLOWS DATA:
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
$
(3,672,000
)
$
(3,644,000
)
$
(207,000
)
Net cash used in investing activities
$
(51,839,000
)
$
(59,424,000
)
$
 
Net cash provided by financing activities
$
55,301,000
 
$
65,685,000
 
$
2,475,000
 
OTHER DATA:
 
 
 
 
 
 
 
 
 
Distributions declared
$
451,000
 
$
732,000
 
$
 
PER SHARE DATA – BASIC AND DILUTED:
 
 
 
 
 
 
 
 
 
Net (loss) income attributable to common stockholders
$
(1.28
)
$
(3.87
)
$
(15.01
)
Distributions declared
$
0.20
 
$
0.66
 
$
 
Weighted average shares outstanding
 
2,425,200
 
 
1,102,459
 
 
8,396
 

Selected Historical Financial Information of MVP I

The following sets forth selected consolidated financial information for MVP I. The selected consolidated balance sheet data as of March 31, 2017 and as of December 31 for each of the years in the five-year period ended December 31, 2016 and the selected consolidated statements of operations data for the three-month period ended March 31, 2017 and each of the years in the five-year period ended December 31, 2016, have been derived from information provided in MVP I’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 and its Annual Report on Form 10-K for the year ended December 31, 2016, copies of which are respectively attached hereto as Annexes F and D (the “MVP I Periodic Reports”) to this proxy statement/prospectus. The following information should be read together with MVP I’s historical consolidated financial statements and notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in MVP I Periodic Reports.

MVP REIT, Inc.
Consolidated Balance Sheet Data

 
 
As of December 31,
 
As of March 31, 2017
2016
2015
2014
2013
2012
Total assets
$
134,600,000
 
$
133,220,000
 
$
115,051,000
 
$
50,195,000
 
$
67,012,000
 
$
6,171,000
 
Total liabilities
$
59,083,000
 
$
55,325,000
 
$
28,882,000
 
$
17,923,000
 
$
43,164,000
 
$
3,243,000
 
Total equity
$
75,517,000
 
$
77,895,000
 
$
86,169,000
 
$
32,272,000
 
$
23,848,000
 
$
2,928,000
 

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MVP REIT, Inc.
Consolidated Statements of Operations Data

 
Three Months
Ended
31-Mar-17
Year Ended December 31,
 
2016
2015
2014
2013
2012
STATEMENT OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
$
2,122,000
 
$
8,592,000
 
$
4,650,000
 
$
658,000
 
$
39,000
 
$
 
Total expenses
$
3,002,000
 
$
11,581,000
 
$
7,336,000
 
$
3,410,000
 
$
7,248,000
 
$
937,000
 
Gain on sale of property
$
 
$
 
$
1,260,000
 
 
 
 
 
 
 
 
 
 
Gain on acquisition of property
$
 
$
 
$
 
$
44,000
 
$
 
$
 
Income tax expense (benefit)
$
 
$
 
$
 
$
 
$
 
$
 
Total (loss) income from discontinued operations
$
(59,000
)
$
(244,000
)
$
214,000
 
$
876,000
 
$
(1,423,000
)
$
(204,000
)
Net loss
$
(939,000
)
$
(3,233,000
)
$
(1,212,000
)
$
(1,832,000
)
$
(8,632,000
)
$
(1,141,000
)
STATEMENT OF CASH FLOWS DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
621,000
 
$
(3,322,000
)
$
(2,458,000
)
$
(2,779,000
)
$
473,000
 
$
(190,000
)
Net cash used in investing activities
$
(4,069,000
)
$
(27,233,000
)
$
(54,778,000
)
$
(2,631,000
)
$
(2,940,000
)
$
(3,279,000
)
Net cash provided by financing activities
$
1,527,000
 
$
24,156,000
 
$
53,935,000
 
$
17,677,000
 
$
3,481,000
 
$
4,000,000
 
OTHER DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions to common stockholders declared
$
1,652,000
 
$
6,637,000
 
$
4,315,000
 
$
2,016,000
 
$
589,000
 
$
 
PER SHARE DATA – BASIC AND DILUTED:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss) attributable to common stockholders
$
(0.09
)
$
(0.30
)
$
(0.18
)
$
(0.50
)
$
(8.24
)
$
(16.36
)
Distributions declared
$
0.15
 
$
0.60
 
$
0.58
 
$
0.55
 
$
0.64
 
$
 
Weighted average shares outstanding
 
10,969,524
 
 
10,999,713
 
 
7,502,606
 
 
3,639,056
 
 
1,041,559
 
 
69,750
 

Summary Unaudited Pro Forma Condensed Consolidated Financial Information

The following summary unaudited pro forma condensed combined financial information is based on the historical financial statements of MVP I and MVP II after giving effect to the Merger and the assumptions described in the section “Unaudited Pro Forma Condensed Combined Financial Information.” The Unaudited Pro Forma Condensed Combined Financial Information is presented for informational purposes only and is not necessarily indicative of the future financial position or results of operations of the Combined Company or the combined financial position or results of operations that would have been realized had the Merger been consummated during the period or as of the dates for which the Unaudited Pro Forma Condensed Combined Financial Information is presented. For more information, see “Unaudited Pro Forma Condensed Consolidated Financial Information” beginning on page PF-2.

MVP REIT II, Inc.
Summary Unaudited Pro Forma Condensed Consolidated Balance Sheet Data
As of March 31, 2017

 
MVP REIT II, Inc.
Historical
MVP REIT, Inc.
Historical
Pro Forma
Adjustments
MVP REIT II, Inc.
Pro Forma
Total Assets
$
128,212,000
 
$
134,600,000
 
$
6,645,000
 
$
269,457,000
 
Total Liabilities
$
63,246,000
 
$
59,083,000
 
$
2,963,000
 
$
125,292,000
 
Total Equity
$
64,966,000
 
$
75,517,000
 
$
3,682,000
 
$
144,165,000
 

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MVP REIT II, Inc.
Summary Unaudited Pro Forma Condensed Consolidated Statement of Operations
Three Months Ended March 31, 2017

 
MVP REIT II, Inc.
Historical
Prior
Acquisition
Pro Forma
Adjustments
MVP REIT I, Inc.
Historical
Other
Pro Forma
Adjustments
MVP REIT II, Inc.
Pro Forma
STATEMENT OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
$
2,002,000
 
 
 
 
$
2,122,000
 
 
 
 
$
4,124,000
 
Operating expenses
$
5,080,000
 
$
42,000
 
$
3,002,000
 
$
5,252,000
 
$
13,376,000
 
Income tax benefit
$
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
$
(3,072,000
)
$
(42,000
)
$
(939,000
)
$
(5,252,000
)
$
(9,305,000
)
PER SHARE DATA – BASIC AND DILUTED
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders
$
(1.28
)
 
 
 
$
(0.09
)
 
 
 
$
(1.45
)
Weighted average shares outstanding
 
2,425,200
 
 
 
 
 
10,969,524
 
 
 
 
 
6,429,075
 

MVP REIT II, Inc.
Summary Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2016

 
MVP REIT II, Inc.
Historical
Prior
Acquisition
Pro Forma
Adjustments
MVP REIT I, Inc.
Historical
Other
Pro Forma
Adjustments
MVP REIT II, Inc.
Pro Forma
STATEMENT OF OPERATIONS DATA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total revenue
$
1,602,000
 
 
 
 
$
8,592,000
 
 
 
 
$
10,194,000
 
Operating expenses
$
5,735,000
 
$
119,000
 
$
11,581,000
 
$
5,234,000
 
$
22,669,000
 
Income tax benefit
$
 
 
 
 
$
 
 
 
 
 
 
 
Net loss
$
(4,152,000
)
$
(119,000
)
$
(3,233,000
)
$
(5,234,000
)
$
(12,738,000
)
PER SHARE DATA – BASIC AND DILUTED
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss attributable to common stockholders
$
(3.87
)
 
 
 
$
(0.30
)
 
 
 
$
(2.49
)
Weighted average shares outstanding
 
1,102,459
 
 
 
 
 
10,999,713
 
 
 
 
 
5,118,354
 

Comparative Distribution Information

MVP II’s Distribution Data

The MVP II Board has historically authorized and MVP II has historically declared distributions to MVP II stockholders on a monthly basis, with a record date on the 24th of each month and a distribution payment date on the 10th day of the following month (or the next business day if the 10th is not a business day). On October 23, 2015, MVP II approved a plan for payment of initial monthly cash distributions of $0.0625 per share and monthly stock dividends of $0.0625 per share, based on a purchase price of $25.00 per share. There can be no assurance that the MVP II Board will continue to authorize and MVP II will continue to declare such distributions at such amount and frequency, if at all.

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The following table summarizes distributions paid in cash and pursuant to the MVP II distribution reinvestment plan for the years ended December 31, 2016 and 2015 and for the three months ended March 31, 2017:

Period
Cash
Distribution
Distribution Paid
Pursuant to
Distribution
Reinvestment
Plan(1)
Total
Amount of
Distribution
First Quarter 2017
$
161,000
 
$
285,000
 
$
446,000
 
Total
$
161,000
 
$
285,000
 
$
446,000
 
First Quarter 2016
$
10,000
 
$
14,000
 
$
24,000
 
Second Quarter 2016
 
47,000
 
 
67,000
 
 
114,000
 
Third Quarter 2016
 
85,000
 
 
136,000
 
 
221,000
 
Fourth Quarter 2016
 
132,000
 
 
241,000
 
 
373,000
 
Total
$
274,000
 
$
458,000
 
$
732,000
 
First Quarter 2015
$
 
$
 
$
 
Second Quarter 2015
 
 
 
 
 
 
Third Quarter 2015
 
 
 
 
 
 
Fourth Quarter 2015
 
 
 
 
 
 
Total
$
 
$
 
$
 
(1) Amount of distributions paid in shares of common stock pursuant to the MVP II distribution reinvestment plan.

MVP I’s Distribution Data

The MVP I Board has historically authorized and MVP I has historically declared a distribution to its stockholders on a monthly basis, with a record date on the 24th of each month and a distribution payment date on the 10th day of the following month (or the next business day if the 10th is not a business day). On October 3, 2012, MVP I approved a plan for payment of initial monthly cash distributions of $0.045 per share. On January 25, 2013, MVP I approved a monthly distribution rate on its shares of common stock of $0.0465 per share. On June 4, 2013, MVP I approved a monthly distribution rate on its shares of common stock of $0.05025. On May 1, 2017 MVP I announced, in connection with the proposed Merger, that the monthly distribution for record holders as of May 24, 2017, expected to be paid on June 10, 2017, will consist of a $0.0225 cash distribution per share (3% per annum based upon the initial $9.00 offering price), a stock dividend equal to .002414 shares of stock for each share owned (3% per annum based upon the initial $9.00 offering price), and a special one-time distribution of $0.0105 in additional cash distributions per share (0.7% per annum for the remaining two months left in the quarter based upon the initial $9.00 offering price). There can be no assurance that the MVP I Board will continue to authorize and MVP I will continue to declare such distributions at such amounts and frequency, if at all.

The following table summarizes distributions paid in cash and pursuant to the MVP I distribution reinvestment plan for the years ended December 31, 2016 and 2015 and for the three months ended March 31, 2017.

Period
Cash
Distribution
Distribution Paid
Pursuant to
Distribution
Reinvestment
Plan(1)
Total
Amount of
Distribution
First Quarter 2017
$
1,351,000
 
$
301,000
 
$
1,652,000
 
Total
$
1,351,000
 
$
301,000
 
$
1,652,000
 
First Quarter 2016
$
1,041,000
 
$
621,000
 
$
1,662,000
 
Second Quarter 2016
$
1,461,000
 
$
205,000
 
$
1,666,000
 
Third Quarter 2016
$
1,616,000
 
$
42,000
 
$
1,658,000
 
Fourth Quarter 2016
$
1,397,000
 
$
254,000
 
$
1,651,000
 
Total
$
5,515,000
 
$
1,122,000
 
$
6,637,000
 
First Quarter 2015
$
535,000
 
$
148,000
 
$
683,000
 
Second Quarter 2015
$
623,000
 
$
265,000
 
$
888,000
 
Third Quarter 2015
$
751,000
 
$
388,000
 
$
1,139,000
 
Fourth Quarter 2015
$
1,015,000
 
$
590,000
 
$
1,605,000
 
Total
$
2,924,000
 
$
1,391,000
 
$
4,315,000
 
(1) Amount of distributions paid in shares of MVP I common stock pursuant to the MVP I distribution reinvestment plan.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 53, you should carefully consider the following risks before deciding whether to vote for the approval of the Merger, the Charter Amendment and the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals to approve the Merger and the Charter Amendment. In addition, you should read and consider the risks associated with each of the businesses of MVP II and MVP I because these risks will also affect the Combined Company. Risks in relation to MVP I’s business are described in its Annual Report on Form 10-K for the year ended December 31, 2016, which is attached hereto as Annex D, and other reports filed by MVP I with the SEC. Risks in relation to MVP II’s business are described in its Annual Report on Form 10-K for the year ended December 31, 2016, which is attached hereto as Annex E, and other reports filed by MVP II with the SEC. You should also read and consider the other information in this proxy statement/prospectus.

Risk Factors Relating to the Merger

The exchange ratio will not be adjusted in the event of any change in the value of the shares of MVP I common stock or MVP II common stock.

Upon the consummation of the Merger, each share of MVP I common stock will be converted into the right to receive 0.365 shares of MVP II common stock. This exchange ratio will not be adjusted for changes in the value of MVP I and its investments or MVP II and its investments, including, but not limited to, changes in the following factors:

the announcement of the Merger or the prospects of the Combined Company;
changes in market assessments of the business, operations, financial position and prospects of either MVP I or MVP II;
stockholder sentiment of the likelihood that the Merger will be completed;
interest rates, general market and economic conditions and other factors generally affecting the value of real estate investments;
federal, state and local legislation, governmental regulation and legal developments in the businesses in which MVP I and MVP II operate; and
other factors beyond the control of MVP II and MVP I, including those described or referred to elsewhere in this “Risk Factors” section.

Factors such as MVP II’s operating performance and the performance of similar companies, actual or anticipated differences in operating results, changes in market valuations of similar companies, strategic decisions by MVP II, including the Merger, or strategic decisions by MVP II’s competitors, the realization of any of the other risk factors presented in this proxy statement/prospectus and other factors, including factors unrelated to MVP II’s performance such as general market conditions and changes in interest rates that may impact other companies, including MVP II’s competitors, could affect the value of MVP II and its investments. Furthermore, the fixed value per share of MVP II common stock used in calculating the exchange ratio may be greater than the actual value per share of MVP II common stock.

The terms of the Merger may not be as favorable to the MVP I stockholders and MVP II stockholders as if only independent representatives were involved in analyzing the transactions.

While each of the MVP I Board and the MVP II Board formed a separate special committee composed of independent and disinterested directors and each special committee retained separate legal and financial advisors to assist it in evaluating the Merger and negotiating the Merger Agreement, representatives of each of MVP I and MVP II, including their officers who are employed by the Advisor, performed an initial review of potential alternatives for MVP I and MVP II and provided input regarding the initial terms and conditions of the Merger, and were involved in the negotiation of the fee arrangements with the Advisor. If only independent representatives of MVP I and MVP II were involved in considering alternative transactions for MVP I and MVP II and analyzing the transactions, the terms of the Merger might have been different.

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The Merger and the Charter Amendment are subject to approval by MVP I stockholders.

In order for the Merger to be completed, MVP I stockholders must approve each of the Merger and the Charter Amendment, each of which require the affirmative vote of the holders of at least a majority of the outstanding shares of MVP I common stock entitled to vote on such proposal at the MVP I special meeting. If such required votes are not obtained by the outside date, either party, through their respective special committee can terminate the Merger Agreement, in which case the Merger would not be consummated. The failure to achieve expected benefits and unanticipated costs relating to the Merger could reduce MVP I’s and MVP II’s financial performance.

MVP II stockholders and MVP I stockholders will be diluted by the Merger.

The Merger will dilute the ownership position of the current MVP II stockholders and result in MVP I stockholders having an ownership stake in MVP II that is smaller than their current stake in MVP I. In connection with the Merger, MVP II expects to issue up to approximately 4,013,968 shares of MVP II common stock to the holders of MVP I common stock, based on the number of shares of MVP I common stock outstanding as of May 31, 2017. MVP II stockholders and the former MVP I stockholders are expected to hold approximately 39.6% and 60.4%, respectively, of the Combined Company’s common stock outstanding immediately after the Merger, based on the number of Shares of MVP I common stock and MVP I common stock outstanding as of May 31, 2017. Consequently, MVP II stockholders and MVP I stockholders, as a general matter, will have less influence over the management and policies of MVP II after the Merger than each exercise over the management and policies of MVP II and MVP I, as applicable, immediately prior to the Merger.

As a result of the Merger, MVP II will issue new shares of MVP II common stock, and the holders of such MVP II common stock will be entitled to voting and distribution rights in the Combined Company.

MVP I stockholders will receive shares of MVP II common stock in the Merger. The holders of such shares of MVP II common stock will be entitled to voting and distribution rights. As noted in the immediately preceding risk factor, former holders of MVP I common stock are expected to hold approximately 60.4% of the Combined Company’s common stock outstanding immediately after the Merger.

Failure to complete the merger could negatively impact the future business and financial results of MVP I and MVP II and could result in MVP I being required to incur payment obligations to MVP II.

If the Merger is not completed, the ongoing businesses of MVP II and MVP I could be adversely affected and each of MVP II and MVP I will be subject to several risks, including the following:

MVP I being required, under certain circumstances, to pay MVP II a $1.5 million or $750,000 termination fee and up to $500,000 in expense reimbursement;
still having to pay certain costs relating to the Merger, such as legal, accounting, financial advisory, filing, printing and mailing fees and employee severance and retention expenses; and
diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the Merger.

If the Merger is not completed, these risks could materially adversely affect the business, financial results and stock prices of MVP II or MVP I.

The pendency of the Merger could adversely affect the business and operations of MVP II and MVP I.

In connection with the pending Merger, some business partners or vendors of each of MVP II and MVP I may delay or defer decisions, which could negatively impact the revenues, earnings, cash flows and expenses of MVP II and MVP I, regardless of whether the Merger is completed. In addition, due to operating covenants in the Merger Agreement, each of MVP II and MVP I may be unable, during the pendency of the Merger, to pursue certain strategic transactions, undertake certain significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial.

Some of the directors and executive officers of each of MVP I and MVP II have interests in seeing the Merger completed that are different from, or in addition to, those of the other MVP I stockholders and MVP II stockholders, respectively.

Some of the directors and executive officers of each of MVP I and MVP II have arrangements that provide them with interests in the Merger that are different from, or in addition to, those of the MVP I stockholders and the MVP II

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stockholders, respectively. These interests, among other things, may influence the directors and executive officers of each of MVP I and MVP II to support or approve the Merger. See “The Merger—Interests of MVP I and MVP II Directors and Executive Officers in the Merger” beginning on page 105.

The Merger Agreement prohibits MVP I from soliciting proposals relating to alternative business combination transactions after the Go Shop Period End Time, and places conditions on its ability to negotiate and accept a Superior Proposal, which may adversely affect MVP I stockholders.

In the Merger Agreement, MVP I agreed that, beginning as of the Go Shop Period End Time, it will be subject to restrictions relating to, among other things, the initiation, solicitation, knowing encouragement or facilitation of any inquiries, offers, or other actions that constitute or may reasonably be expected to lead to an Acquisition Proposal. After that date, under certain circumstances, MVP I would have been allowed to engage in the restricted activities with respect to an Acquisition Proposal (or an amendment to such proposal) if it had received the proposal prior to such date from a Go Shop Bidder. Additionally, under certain circumstances, after the Go Shop Period End Time, the MVP I Board has the right, upon receipt of an Acquisition Proposal that constituted a Superior Proposal (as such term is defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I” and, subject to its obligations under the Merger Agreement), to give notice of its intention to terminate the Merger Agreement and enter into an agreement related to such Superior Proposal. The limitations, requirements and conditions mentioned above are further described herein under the heading “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I.” The limitations, requirements and conditions described above may make it more unlikely that after the Go Shop Period End Time a proposal relating to an alternative business combination transaction would emerge for MVP I and may make it more difficult and expensive for MVP I to accept a proposal relating to an alternative business combination transaction that the MVP I Special Committee determines to be superior to the Merger.

Provisions in the Existing MVP I Amended and Restated Advisory Agreement may discourage a third party from making an Acquisition Proposal.

The Existing MVP I Advisory Agreement provides for the payment of certain acquisition and disposition fees in connection with certain purchases and sales of assets, which would otherwise apply to the transactions contemplated by the Merger Agreement. The Amended and Restated MVP II Advisory Agreement and the Termination and Fee Agreement provide that such fees are generally not payable in connection with the Merger. There is no guarantee that the Advisor would enter into similar agreements with a potential third-party acquirer and, as a result, these fees may have the effect of discouraging a third party from making an Acquisition Proposal.

In certain circumstances, either of MVP I or MVP II may terminate the Merger Agreement.

MVP I or MVP II may terminate the Merger Agreement if the Merger has not been consummated by the outside date or if all conditions to closing have been satisfied or waived and the other party refuses to close. Also, the Merger Agreement may be terminated if a final and non-appealable order is entered prohibiting or disapproving the transaction, upon a material uncured breach by the other party that would cause the closing conditions not to be satisfied, or upon the failure to obtain receipt of approvals from MVP I stockholders. In addition, MVP I has the right to terminate the Merger Agreement if MVP I has accepted a Superior Proposal. MVP II has the right to terminate the Merger Agreement at any time beginning six business days after the Go Shop Period End Time upon an Adverse Recommendation Change, the approval or endorsement of an Acquisition Proposal by the MVP I Board (as such terms are defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Transactions by MVP I”), the failure of the MVP I Board to recommend in favor of the Merger proposal and the Charter Amendment proposal, and other similar events. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 153.

There may be unexpected delays in the consummation of the Merger, which could impact the ability to timely achieve the benefits associated with the Merger.

The Merger Agreement provides that either MVP II or MVP I may terminate the Merger Agreement if the Merger has not occurred by the outside date. Certain events may delay the consummation of the Merger. Some of the events that could delay the consummation of the Merger include difficulties in obtaining the approval of MVP I stockholders or satisfying the other closing conditions to which the Merger is subject. For more information, please see the section titled “The Merger Agreement—Termination of the Merger Agreement” beginning on page 153.

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The Merger is subject to a number of conditions which, if not satisfied or waived, would adversely impact MVP II’s ability to complete the transactions.

The Merger is subject to certain closing conditions, including, among other things (a) the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, (b) the approval of the Merger and the Charter Amendment, each by a majority of all the votes entitled to be cast on the matter by the MVP I stockholders at the MVP I s