american realty capital healthcare trust ii, inc

AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC.

SUPPLEMENT NO. 8, DATED OCTOBER 6, 2014,TO THE PROSPECTUS, DATED MAY 21, 2014

This prospectus supplement, or this Supplement No. 8, is part of the prospectus of American RealtyCapital Healthcare Trust II, Inc., or the Company, dated May 21, 2014, or the Prospectus, as supplemented bySupplement No. 3, dated July 30, 2014, or Supplement No. 3, Supplement No. 4, dated August 11, 2014, orSupplement No. 4, Supplement No. 5, dated September 10, 2014, or Supplement No. 5, Supplement No. 6,dated September 24, 2014, or Supplement No. 6, and Supplement No. 7, dated October 4, 2014, orSupplement No. 7. This Supplement No. 8 supplements, modifies, supersedes and replaces certain informationcontained in the Prospectus, Supplement No. 3, Supplement No. 4, Supplement No. 5, Supplement No. 6 andSupplement No. 7 and should be read in conjunction with the Prospectus, Supplement No. 3,Supplement No. 4, Supplement No. 5, Supplement No. 6 and Supplement No. 7. This Supplement No. 8 willbe delivered with the Prospectus, Supplement No. 3, Supplement No. 4, Supplement No. 5, Supplement No. 6and Supplement No. 7. Unless the context suggests otherwise, the terms we, us and our used hereinrefer to the Company, together with its consolidated subsidiaries. Defined terms used herein shall have themeaning ascribed to those terms in the prospectus as supplemented unless the context otherwise requires.

The purpose of this Supplement No. 8 is to update our disclosure relating to our real estate investments.

PROSPECTUS UPDATES

Description of Real Estate Investments

The following disclosure is hereby added to the end of the section entitled Description of Real EstateInvestments Fredricksen Outpatient Center II on page 177 of the Prospectus as included inSupplement No. 7.

Benton House Portfolio Initial Tranche

On September 30, 2014, we closed our acquisition of the fee simple interests in six seniors housingcommunities located in located in Georgia, Kansas and Missouri, or the Initial Benton House Tranche. Weacquired the properties through wholly-owned subsidiaries of our operating partnership. The sellers of theproperties were Brunswick SLP, LLC, Dublin Senior Living Partners, LLC, Johns Creek SLP, LLC, LeesSummit SLP, LLC, Roswell SLP, LLC and Titusville SLP, LLC, each a Georgia limited liability company.None of the sellers have a material relationship with us and the acquisition was not an affiliated transaction.

Capitalization

The contract purchase price of the properties was $97.7 million, exclusive of closing costs. We fundedthe acquisition of the Initial Benton House Tranche with proceeds from this offering.

Major Tenant/Lease Expiration

The Initial Benton House Tranche will be managed using a structure created under the REIT InvestmentDiversification and Empowerment Act of 2007, as amended (RIDEA), pursuant to which we will receiveoperating income generated from the operations of the seniors housing communities. PSLG Management, LLC(PSLGM), an independent eligible contractor, will manage the properties within the Initial Benton HouseTranche known as The Benton House of Brunswick (Brunswick, Georgia), The Benton House of Dublin(Dublin, Georgia), The Benton House of Johns Creek (Johns Creek, Georgia), The Benton House of LeesSummit (Lees Summit, Missouri), The Manor on the Square (Roswell, Georgia) and The Benton House ofTitusville (Titusville, Florida), and will receive a market rate management fee pursuant to separatemanagement contracts.

Other

We believe the properties are suitable and adequate for their uses.

We do not have any significant scheduled capital improvements for the properties.

We believe that the properties are adequately insured.

The U.S. federal tax basis and the rate of depreciation will be determined based upon the completion ofcost allocation studies in connection with finalizing our 2014 U.S. federal income tax return.

The annual real estate tax on the properties for the calendar year 2014 is expected to be $0.3 million.Such real estate taxes are to be paid directly by the tenant under the terms of the lease.

PSLGM is a regional developer and operator of seniors housing communities. PSLGM was founded in1997 and currently owns or operates seniors housing communities located in the southeast.

We believe that the properties of the Initial Benton House Tranche are well-located with acceptableroadway access and are well maintained. The properties of the Initial Benton House Tranche will be subject tocompetition from similar properties within their respective market areas, and the economic performance of theportfolio could be affected by changes in local economic conditions or losses of contracts to major insurancecompanies reducing the in-network patient base. We did not consider any other factors material or relevant tothe decision to acquire the Initial Benton House Tranche, nor, after reasonable inquiry, are we aware of anymaterial factors other than those discussed above that would cause the reported financial information not to benecessarily indicative of future operating results.

Allegro Portfolio

On September 30, 2014, we closed our acquisition of the fee simple interests in five seniors housingcommunities and one land parcel located in Florida and Kentucky, or the Allegro Portfolio. We acquired theproperties through wholly-owned subsidiaries of our operating partnership. The sellers of the properties wereThe Allegro at Abacoa, L.L.C., College Harbor Properties, L.L.C., The Allegro at Willoughby, L.L.C., TheAllegro at East Lake, L.L.C. and Harbor Towers, L.L.C., each a Florida limited liability company, and TheAllegro at Helmwood, L.L.C, a Kentucky limited liability company. The sellers have no material relationshipwith us and the acquisition was not an affiliated transaction.

Capitalization

The contract purchase price of the Allegro Portfolio was $172.5 million, exclusive of closing costs. Wefunded the acquisition of the Allegro Portfolio with proceeds from this offering.


The Allegro Portfolio will be managed using a structure created under RIDEA pursuant to which we willreceive operating income generated from the operations of the seniors housing communities and skillednursing facility. Love Management Company, LLC d/b/a Allegro Management Company (Allegro) throughcertain affiliated entities, each an independent eligible contractor, will manage the properties within the AllegroPortfolio known as The Allegro at Jupiter (Jupiter, Florida), The Allegro at Stuart (Stuart, Florida), TheAllegro at Elizabethtown (Elizabethtown, Kentucky), The Allegro at Tarpon Springs (Tarpon Springs, Florida)and The Allegro at St. Petersburg (St. Petersburg, Florida), and will receive a market rate management feepursuant to separate management contracts.

Other





The annual real estate tax on the properties for the calendar year 2014 is expected to be $1.2 million.Such real estate taxes are to be paid directly by the tenant under the terms of the lease.

Allegro is a developer and operator of seniors housing communities. Allegro currently owns or operatesseniors housing communities located in Florida and Kentucky.

We believe that the properties of the Allegro Portfolio are well-located with acceptable roadway accessand are well maintained. The properties of the Allegro Portfolio will be subject to competition from similarproperties within their respective market areas, and the economic performance of the portfolio could beaffected by changes in local economic conditions or losses of contracts to major insurance companies reducingthe in-network patient base. We did not consider any other factors material or relevant to the decision toacquire the Allegro Portfolio, nor, after reasonable inquiry, are we aware of any material factors other thanthose discussed above that would cause the reported financial information not to be necessarily indicative offuture operating results.


SUPPLEMENT NO. 7, DATED OCTOBER 2, 2014,TO THE PROSPECTUS, DATED MAY 21, 2014

This prospectus supplement, or this Supplement No. 7, is part of the prospectus of American Realty Capital Healthcare Trust II, Inc., or the Company, dated May 21, 2014, or the Prospectus, as supplemented by Supplement No. 3, dated July 30, 2014, or Supplement No. 3, Supplement No. 4, dated August 11, 2014, or Supplement No. 4, Supplement No. 5, dated September 10, 2014, or Supplement No. 5, and Supplement No. 6, dated September 24, 2014, or Supplement No. 6. This Supplement No. 7 supplements, modifies, supersedes and replaces certain information contained in the Prospectus, Supplement No. 3, Supplement No. 4, Supplement No. 5 and Supplement No. 6 and should be read in conjunction with the Prospectus, Supplement No. 3, Supplement No. 4, Supplement No. 5 and Supplement No. 6. This Supplement No. 7 will be delivered with the Prospectus, Supplement No. 3, Supplement No. 4, Supplement No. 5 and Supplement No. 6. Unless the context suggests otherwise, the terms we, us and our used herein refer to the Company, together with its consolidated subsidiaries. Defined terms used herein shall have the meaning ascribed to those terms in the prospectus as supplemented unless the context otherwise requires.

The purpose of this Supplement No. 7 is to update our disclosure relating to our real estate investments.

PROSPECTUS UPDATES


The following disclosure is hereby added to the end of the section entitled Description of Real Estate Investments The Lifehouse Portfolio on page 177 of the Prospectus, as included in Supplement No. 5.

Brady Medical Office Building Harrisburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Brady Medical Office Building (Brady)located in Harrisburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of the property was PinnacleHealth Hospitals, a Pennsylvania non-profit corporation (Pinnacle), an entity which has no material relationship with us, and the acquisition was not anaffiliated transaction.

Brady contains 92,413 rentable square feet and was constructed in 1959.

Capitalization

The contract purchase price of Brady was $26.4 million, exclusive of closing costs. We funded the acquisition of Brady with proceeds from this offering.

Major Tenants/Lease Expiration

Brady was 100.0% leased to Pinnacle as of the date of acquisition. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent. The lease has an original 12-year term which commenced in September 2014 and expires in September 2026 and contains 2.5% fixed annual rental escalations. The annualized straight-line rental income for the initial lease term is $2.0 million.

Date: 10/02/2014 06:12 PM User: richard.mongiello Vintage Project: v390637 Form Type: 424B3Client: v390637_American Realty Capital Healthcare Trust II, Inc._424B3 File: v390637_424b3.htm Type: 424B3 Pg: 1 of 8

We acquired Brady in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available.

Other

We believe the property is suitable and adequate for its uses.

We do not have any significant scheduled capital improvements for the property.

We believe that the property is adequately insured.

The U.S. federal tax basis and the rate of depreciation will be determined based upon the completion of cost allocation studies in connection with finalizing our 2014 U.S. federal income tax return.

The annual real estate tax on the building for the calendar year 2014 is expected to be $0.3 million. Such real estate taxes are to be paid directly by the tenant under the terms of the lease.

Pinnacle is one of the largest systems in the Central Pennsylvania region. Pinnacle is also home to a community health, diagnostic, ambulatory surgery and outpatient centers and administers home care and hospice programs.

We believe that Brady is well-located with acceptable roadway access and is well maintained. Brady will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Brady, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.

Landis Memorial Medical Office Building Harrisburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Landis Memorial Medical Office Building(Landis) located in Harrisburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of the property wasPinnacle, an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.

Landis contains 314,790 rentable square feet and was constructed in 1964.

Capitalization

The contract purchase price of Landis was $42.6 million, exclusive of closing costs. We funded the acquisition of Landis with proceeds from this offering.


Landis was 100.0% leased to Pinnacle as of the date of acquisition. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent. The lease has an original 12-year term which commenced in September 2014 and expires in September 2026 and contains 2.5% fixed annual rental escalations. The annualized straight-line rental income for the initial lease term is $3.5 million.


We acquired Landis in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available.

Other






We believe that Landis is well-located with acceptable roadway access and is well maintained. Landis will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Landis, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.

Community Health Medical Office Building Harrisburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Community Health Medical Office Building(Community Health) located in Harrisburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of theproperty was Pinnacle, an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.

Community Health contains 48,212 rentable square feet and was constructed in 1973.

Capitalization

The contract purchase price of Community Health was $7.0 million, exclusive of closing costs. We funded the acquisition of Community Health with proceeds from this offering.


Community Health was 100.0% leased to Pinnacle as of the date of acquisition. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent. The lease has an original 12-year term which commenced in September 2014 and expires in September 2026 and contains 2.5% fixed annual rental escalations. The annualized straight-line rental income for the initial lease term is $0.6 million.

We acquired Community Health in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available.

Other







We believe that Community Health is well-located with acceptable roadway access and is well maintained. Community Health will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Community Health, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.

Fredricksen Outpatient Center Clinical Building Mechanicsburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Fredricksen Outpatient Center Clinical Building(Fredricksen) located in Mechanicsburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of theproperty was Pinnacle, an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.

Fredricksen contains 69,437 rentable square feet and was constructed in 2000.

Capitalization

The contract purchase price of Fredricksen was $24.1 million, exclusive of closing costs. We funded the acquisition of Fredricksen with proceeds from this offering.


Fredricksen was 100.0% leased to Pinnacle as of the date of acquisition. The lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent. The lease has an original 12-year term which commenced in September 2014 and expires in September 2026 and contains 2.5% fixed annual rental escalations. The annualized straight-line rental income for the initial lease term is $1.6 million.

We acquired Fredricksen in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available.

Other







We believe that Fredricksen is well-located with acceptable roadway access and is well maintained. Fredricksen will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Fredricksen I, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.

Fredricksen Outpatient Center I Mechanicsburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Fredricksen Outpatient Center I, (FredricksenII) located in Mechanicsburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of the property wasPinnacle, an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.

Fredricksen I contains 56,057 rentable square feet and was constructed in 1999.

Capitalization

The contract purchase price of Fredricksen I was $11.3 million, exclusive of closing costs. We funded the acquisition of Fredricksen I with proceeds from this offering.


Fredricksen I was 100% leased to 15 tenants as of the date of acquisition. The following table provides information relating to lease commencement andtermination dates, rentable square feet, annualized straight line rental income, rental escalations and renewal options for the tenants that represent over 10% ofthe total annualized rental income of Fredricksen I:

We acquired Fredricksen I in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available for a significant portion of the building.


Tenant

LeaseCommencement

Date

LeaseTermination

Date

RentableSquare

Feet

Annualized Straight LineRental

Income (1)Rental

EscalationsRenewalOptions

Jones, Daly & Coldren Associates dba JDC Pediatrics December 2008 November 2020 9,609 $0.2 million 3.0% annually None

Pinnacle Health Hospitals September 2014 September 2024 11,044 $0.2 million 2.5% annually None(1) Annualized rental income for the in-place leases in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.

Future Lease Expirations

The following is a summary of lease expirations for the next ten years at the property:

Other






We believe that Fredricksen I is well-located with acceptable roadway access and is well maintained. Fredricksen I will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Fredricksen I, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.

Fredricksen Outpatient Center II Mechanicsburg, PA

On September 26, 2014, we closed our acquisition of the leasehold interest in a medical office building, or Fredricksen Outpatient Center II (FredricksenII) located in Mechanicsburg, PA. We acquired the property through a wholly-owned subsidiary of our operating partnership. The seller of the property wasPinnacle, an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.


Year of ExpirationNumber of

Leases ExpiringAnnualized

Rental Income

Annualized Rental Income as a Percentage of Fredricksen I (1)

Leased Rentable Sq. Ft.

Percentage of Fredricksen I Rentable

Sq. Ft. Expiring(in thousands)

October 1,2014 December 31, 2014 % % 2015 5 215 18.4 % 12,354 22.0 % 2016 3 223 19.0 % 11,720 20.9 % 2017 2 95 8.1 % 3,730 6.7 % 2018 2 87 7.4 % 4,514 8.1 % 2019 1 56 4.8 % 2,900 5.2 % 2020 1 248 21.2 % 9,609 17.1 % 2021 % % 2022 % % 2023 % % Total 14 924 78.9 % 44,827 80.0 %

(1) Annualized rental income for the in-place leases in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.

Fredricksen II contains 64,259 rentable square feet and was constructed in 2008.

Capitalization

The contract purchase price of Fredricksen II was $20.6 million, exclusive of closing costs. We funded the acquisition of Fredricksen II with proceeds from this offering.


Fredricksen II was 100% leased to four tenants as of the date of acquisition. One of such tenants, Pinnacle, represents 89.2% of the total annualized straight-line rental income of Fredricksen II. The Pinnacle lease is net whereby the tenant is required to pay substantially all operating expenses, including all costs to maintain and repair the roof and structure of the building, in addition to base rent, but excluding building rent. The lease has an original 10-year term which commenced in September 2014 and expires in September 2024 and contains 2.5% fixed annual rental escalations. The annualized straight-line rental income for the initial lease term is $1.4 million.

We acquired Fredricksen II in a lease leaseback transaction. There is no historical occupancy rate or effective annual rental rates per square foot information available for a significant portion of the building.




Year of ExpirationNumber of

Leases ExpiringAnnualized

Rental Income

Annualized Rental Income as a Percentage of Fredricksen II (1)

Leased Rentable Sq. Ft.

Percentage of Fredricksen II

Rentable Sq. Ft. Expiring

(in thousands)October 1, 2014 December 31, 2014 % % 2015 % % 2016 % % 2017 % % 2018 1 53 3.7 % 2,313 3.6 % 2019 % % 2020 % % 2021 1 66 4.6 % 3,148 4.9 % 2022 1 36 2.5 % 1,689 2.6 % 2023 % % Total 3 155 10.8 % 7,150 11.1 %

(1) Annualized rental income for the in-place leases in the property on a straight-line basis, which includes tenant concessions such as free rent, as applicable.

Other






We believe that Fredricksen II is well-located with acceptable roadway access and is well maintained. Fredricksen II will be subject to competition from similar properties within its market area, and the economic performance of the property could be affected by changes in local economic conditions or losses of contracts to major insurance companies reducing the in-network patient base. We did not consider any other factors material or relevant to the decision to acquire Fredricksen II, nor, after reasonable inquiry, are we aware of any material factors other than those discussed above that would cause the reported financial information not to be necessarily indicative of future operating results.



SUPPLEMENT NO. 6, DATED SEPTEMBER 24, 2014,TO THE PROSPECTUS, DATED MAY 21, 2014

This prospectus supplement, or this Supplement No. 6, is part of the prospectus of American RealtyCapital Healthcare Trust II, Inc., or the Company, dated May 21, 2014, or the Prospectus, as supplemented bySupplement No. 3, dated July 30, 2014, or Supplement No. 3, Supplement No. 4, dated August 11, 2014, orSupplement No. 4, and Supplement No. 5, dated September 10, 2014, or Supplement No. 5. This SupplementNo. 6 supplements, modifies, supersedes and replaces certain information contained in the Prospectus,Supplement No. 3, Supplement No. 4 and Supplement No. 5 and should be read in conjunction with theProspectus, Supplement No. 3, Supplement No. 4 and Supplement No. 5. This Supplement No. 6 will bedelivered with the Prospectus, Supplement No. 3, Supplement No. 4 and Supplement No. 5. Unless thecontext suggests otherwise, the terms we, us and our used herein refer to the Company, together withits consolidated subsidiaries. Defined terms used herein shall have the meaning ascribed to those terms in theprospectus as supplemented unless the context otherwise requires.

The purpose of this Supplement No. 6 is to update our disclosure relating to our financial obligations.

PROSPECTUS UPDATES


The following disclosure is hereby added immediately following the section Financing Obligations KeyBank Revolving Credit Facility on page 177 of the Prospectus, as included in Supplement No. 3.

Amendment to Senior Secured Revolving Credit Agreement

On September 18, 2014, American Realty Capital Healthcare Trust II Operating Partnership, L.P. (theOP) and the Company entered into a First Amendment to Senior Secured Revolving Credit Agreement (theAmendment) with KeyBank National Association (KeyBank), individually and as agent for itself and theother lenders party from time to time to the Senior Secured Revolving Credit Agreement dated as ofMarch 21, 2014 (the Credit Agreement), to amend certain terms of the Credit Agreement. Under the CreditAgreement, the Company was permitted to make distributions to its stockholders only to the extent that theaggregate amount of distributions paid during the fiscal quarter and the previous three fiscal quarters did notexceed 95% of the Companys Modified FFO (as defined in the Credit Agreement) (the Distribution Limit).Pursuant to the Amendment, the OP, the Company and KeyBank agreed that (i) during the time commencingon April 1, 2014 and ending on September 30, 2014, the Company may make distributions in excess of theDistribution Limit so long as the distributions are paid in cash and consistent with the rate paid by theCompany in the past, (ii) during the time commencing on October 1, 2014 and ending on March 31, 2015, theDistribution Limit will increase from 95% to 125% of the Companys Modified FFO, and (iii) commencing onApril 1, 2015 and continuing thereafter, the Distribution Limit will return to the original rate of 95% of theCompanys Modified FFO. Notwithstanding these limits, the Company is also permitted to pay distributions inan amount equal to the minimum necessary to maintain the Companys status as a REIT.


SUPPLEMENT NO. 5, DATED SEPTEMBER 10, 2014,TO THE PROSPECTUS, DATED MAY 21, 2014

This prospectus supplement, or this Supplement No. 5, is part of the prospectus of American RealtyCapital Healthcare Trust II, Inc., or the Company, dated May 21, 2014, or the Prospectus, as supplemented bySupplement No. 4, dated August 11, 2014, or Supplement No. 4, and Supplement No. 3, dated July 30, 2014,or Supplement No. 3. This Supplement No. 5 supplements, modifies, supersedes and replaces certaininformation contained in the Prospectus, Supplement No. 3 and Supplement No. 4 and should be read inconjunction with the Prospectus, Supplement No. 3 and Supplement No. 4. This Supplement No. 5 will bedelivered with the Prospectus, Supplement No. 3 and Supplement No. 4. Unless the context suggestsotherwise, the terms we, us and our used herein refer to the Company, together with its consolidatedsubsidiaries. Defined terms used herein shall have the meaning ascribed to those terms in the prospectus assupplemented unless the context otherwise requires.

The purpose of this Supplement No. 5 is to, among other things:

update the status of our initial public offering, the shares currently available for sale and the statusof distributions;

disclose changes to investor suitability standards for North Dakota investors; and

add disclosure relating to our real estate investments.

OPERATING INFORMATION

Status of the Offering

We commenced our reasonable best efforts initial public offering of up to 68.0 million shares of commonstock (excluding shares to be issued under the distribution reinvestment plan, or DRIP) on February 14, 2013.On April 12, 2013, we satisfied the general escrow conditions of our initial public offering of common stock.On such date, we received and accepted aggregate subscriptions equal to the minimum of $2.0 million inshares of common stock, broke general escrow and issued shares to our initial investors. Additionally, onMay 30, 2013, we received and accepted aggregate subscriptions in excess of $10.0 million in shares ofcommon stock and broke escrow in Washington. Additionally, on September 18, 2013, we received andaccepted aggregate subscriptions in excess of $85.0 million in shares of common stock and broke escrow inPennsylvania. Accordingly, we began accepting subscriptions from all states, including Washington andPennsylvania.

We will offer shares of our common stock until February 14, 2015, unless the offering is extended inaccordance with the Prospectus, as supplemented from time to time, provided that the offering will beterminated if all 68.0 million shares of our common stock are sold before such date (subject to our right toreallocate shares offered pursuant to the DRIP for sale in our primary offering).

As of August 31, 2014, we had acquired 86 properties which were 97.1% leased on a weighted averagebasis. As of August 31, 2014, we had total real estate investments, at cost, of $564.7 million. As of June 30,2014, we had incurred cumulatively to that date $146.8 million in selling commissions, dealer manager feesand offering costs in connection with the issuance and distribution of our shares of common stock in thisoffering.

On July 23, 2014, in light of the approximately $1.6 billion raised as of July 22, 2014 in our $1.7 billionprimary initial public offering, we announced the reallocation of 13.9 million of our approximately14.2 million remaining unsold shares from our $350.0 million DRIP to our primary offering, effectiveimmediately. On August 1, 2014, we filed a registration statement on Form S-3 (File No. 333-197802) toregister an additional 25.0 million shares of common stock for issuance under our DRIP. Cash distributionspaid on shares of common stock held by stockholders who are existing participants in our DRIP will beautomatically reinvested in additional shares of our common stock registered under the Form S-3.

S-1

As we have previously communicated and, in line with our best practices, we plan to close our initialpublic offering as originally sized (including reallocated DRIP shares) and plan not to raise additional capitalthrough a follow-on offering.

Shares Currently Available for Sale

As of August 31, 2014, we had received aggregate gross proceeds of $1.9 billion, consisting of the saleof 75.9 million shares of common stock in our public offering and $17.9 million from the DRIP. As ofAugust 31, 2014, there were 76.6 million shares of our common stock outstanding, including shares issuedunder the DRIP and unvested restricted stock. As of August 31, 2014, there were 6.1 million shares of ourcommon stock available for sale, in light of the reallocation of the unsold shares from the DRIP to ourprimary offering.

Status of Distributions

On April 9, 2013, our board of directors authorized and we declared, distributions payable tostockholders of record each day during the applicable period at a rate equal to $0.0046575343 per day or6.8% per annum, based on a per share price of $25.00. Distributions are payable by the 5th day followingeach months end to stockholders of record at the close of business each day during the prior month. Therecan be no assurance that any such distribution will continue to be paid to stockholders. Our board of directorsmay reduce the amount of distributions paid or suspend distribution payments at any time and thereforedistribution payments are not assured.

Distributions began to accrue on May 24, 2013, 15 days following our initial property acquisition. Duringthe six months ended June 30, 2014, distributions paid to common stockholders totaled $15.5 million,inclusive of $8.1 million of distributions reinvested under the DRIP. During the six months ended June 30,2014, cash used to pay distributions was generated from cash flows from operations and proceeds from theissuance of common stock which were reinvested.

The following table shows the sources for the payment of distributions to common stockholders for theperiods indicated:

Six Months EndedJune 30, 2014

Nine Months EndedDecember 31, 2013

(In thousands)Percentage ofDistributions

Percentage ofDistributions

Distributions:Distributions paid in cash . . . . . . . . . . . . . . . . . $ 7,404 $1,303Distributions reinvested . . . . . . . . . . . . . . . . . . 8,107 1,345Total distributions . . . . . . . . . . . . . . . . . . . . . . $15,511 $2,648

Source of distribution coverage:Cash flows provided by operations(1) . . . . . . . . . $ 1,138 7.3% $ %Proceeds from issuance of common stock . . . . . . 6,266 40.4% 1,303 49.2%Common stock issued under the DRIP/offering

proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,107 52.3% 1,345 50.8%Proceeds from financings . . . . . . . . . . . . . . . . . % %Total source of distribution coverage . . . . . . . . . $15,511 100.0% $2,648 100.0%

Cash flows provided by (used in) operations(GAAP(2) basis)(1) . . . . . . . . . . . . . . . . . . . . $ 1,138 $ (764)

Net loss (in accordance with GAAP) . . . . . . . . . $ (4,729) $ (174)

(1) Cash flows provided by (used in) operations for the six months ended June 30, 2014 and the nine monthsended December 31, 2013 reflect acquisition and transaction related expenses of $3.0 million and$0.7 million, respectively.

(2) Accounting principles generally accepted in the United States of America, or GAAP.

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The following table compares cumulative distributions paid to cumulative net loss (in accordance withGAAP) for the period from October 15, 2012 (date of inception) through June 30, 2014:

(In thousands)

For the Periodfrom October 15,

2012 (date ofinception) to

June 30, 2014

Distributions paid:Common stockholders in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,707Common stockholders pursuant to DRIP/offering proceeds . . . . . . . . . . . . . . . . 9,452Total distributions paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18,159

Reconciliation of net loss:Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,073Acquisition and transaction related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,733)Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,315)Other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,266)Other non-operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (724)Net loss (in accordance with GAAP)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,965)Cash flows provided by operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 374

(1) Net loss as defined by GAAP includes the non-cash impact of depreciation and amortization expense aswell as costs incurred relating to acquisitions and related transactions.

PROSPECTUS UPDATES

Investor Suitability Standards

The disclosure under the heading North Dakota on page ii of the Prospectus is hereby replaced in itsentirety with the following disclosure.

North Dakota

Shares will only be sold to residents of North Dakota representing that, in addition to the generalsuitability standards listed above, they have a net worth of at least ten times their investment in us.

Prospectus Summary

The second sentence under the heading How do I subscribe for shares? on page 32 of the Prospectusis hereby replaced in its entirety with the following disclosure.

Alternatively, unless you are an investor in Alabama, Arkansas, Kentucky, Maryland, Massachusetts,Nebraska, North Carolina or Tennessee, you may complete and sign the multi-offering subscription agreementin the form attached hereto as Appendix C-2, which may be used to purchase shares in this offering as well asshares of other products distributed by our dealer manager; provided, however, that an investor has receivedthe relevant prospectus(es) and meets the requisite criteria and suitability standards for any such otherproduct(s).


The following disclosure is hereby added to the end of the section entitled Description of Real EstateInvestments on page 177 of the Prospectus.

Laguna Professional Center Elk Grove, CA

On July 15, 2014, we closed our acquisition of the fee simple interest in a medical office building, or theLaguna Professional Center (Laguna) located in Elk Grove, CA. We acquired the property through awholly-owned subsidiary of our operating partnership. The seller of the property was Jackson-Big Horn, LLC,an entity which has no material relationship with us, and the acquisition was not an affiliated transaction.

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Laguna contains 41,932 rentable square feet and was constructed in 2006.

Capitalization

The contract purchase price of Laguna was $17.5 million, exclusive of closing costs. We funded theacquisition of Laguna with proceeds from this offering.


Laguna was 96.3% leased to seven tenants as of the date of acquisition. The following table providesinformation relating to lease commencement and termination dates, rentable square feet, annualizedstraight-line rental income, rental escalations and renewal options for the tenants that represent over 10% ofthe total annualized rental income of Laguna:

Tenant

LeaseCommencement

Date

LeaseTermination

DateRentable

Square Feet

AnnualizedStraight-Line

RentalIncome(1)

RentalEscalations

RenewalOptions

The Regents of theUniversity of California . . May 2013 April 2023 9,514 $0.3 million

2.5%annually

1 5 year option,1 3 year option

and 1 2 yearoption

Dignity Health MedicalFoundation . . . . . . . . . .

September2006 August 2016 21,824 $0.7 million

3.0%annually 2 5-year options

(1) Annualized rental income for the in-place leases in the property on a straight-line basis, which includestenant concessions such as free rent, as applicable.



Year of Expiration

Numberof LeasesExpiring

AnnualizedRental Income

AnnualizedRental

Income as aPercentage of

Laguna

LeasedRentableSq. Ft.

Percentage ofLaguna

Rentable Sq.Ft. Expiring

(in thousands)

September 1, 2014 December 31, 2014 . . .2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 883 65.0% 25,589 63.4%2017. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 177 13.0% 5,270 13.1%2018. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2019. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2020. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2021. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2022. . . . . . . . . . . . . . . . . . . . . . . . . . . . . % %2023. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 298 22.0% 9,514 23.5%Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1,358 100.0% 40,373 100.0%

The table below sets forth the occupancy rate and average effective annual rent per rentable square footas of December 31 for each of the last five years:

2013 2012 2011 2010 2009

Occupancy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95.7% 73.0% 73.0% 70.4% 70.4%Average effective annual rent per rentable square foot . . $31.59 $31.87 $31.02 $30.32 $29.37

Other




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The annual real estate tax on the building for the calendar year 2014 is expected to be $0.1 million. Suchreal estate taxes are to be paid directly by the tenants under the terms of the leases.

Laguna is anchored by Dignity Health Medical Foundation, the largest non-profit hospital operator in thestate of California.

We believe that Laguna is well-located with acceptable roadway access and is well maintained. Lagunawill be subject to competition from similar properties within its market area, and the economic performance ofthe center could be affected by changes in local economic conditions or losses of contracts to major insurancecompanies reducing the in-network patient base. We did not consider any other factors material or relevant tothe decision to acquire Laguna, nor, after reasonable inquiry, are we aware of any material factors other thanthose discussed above that would cause the reported financial information not to be necessarily indicative offuture operating results.

UC Davis Medical Building Elk Grove, CA

On July 15, 2014, we closed our acquisition of the fee simple interest in a medical office building, orUC Davis Medical Building (UC Davis) located in Elk Grove, CA. We acquired the property through awholly-owned subsidiary of our operating partnership. The sellers of the property were Jackson-Laguna, LLC,a California general partnership, and Jackson II, LLC, entities which have no material relationship with us,and the acquisition was not an affiliated transaction.

UC Davis contains 25,861 rentable square feet and was constructed in 2004.

Capitalization

The contract purchase price of UC Davis was $10.0 million, exclusive of closing costs. We funded theacquisition of UC Davis with proceeds from this offering.


UC Davis was 100.0% leased to The Regents of the University of California as of the date of acquisition.The lease is a modified gross lease whereby the base rent covers substantially all operating expenses,including costs to maintain and repair the structure of the building. The tenant is billed and directly paysutility charges. The lease has an original 19-year term which commenced in October 2004 and expires inApril 2023 and contains annual rental escalations equal to 2.5% and one five-year, one three-year and onetwo-year renewal options. The annualized straight-line rental income for the initial term is $0.8 million.


2013 2012 2011 2010 2009


Other





The annual real estate tax on the building for the calendar year 2014 is expected to be approximately$3,000. The property will remain tax exempt as long as the Regents of the University of California is the soletenant of the property. However, the landlord is assessed special assessments annually.

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UC Davis is 100% leased to the Regents of the University of California, the governing body of theUniversity of California. Services offered at the location include internal/family medicine with obstetrics,pediatrics, cardiology, dietetics, lab and x-ray services.

We believe that UC Davis is well-located with acceptable roadway access and is well maintained.UC Davis will be subject to competition from similar properties within its market area, and the economicperformance of the property could be affected by changes in local economic conditions or losses of contractsto major insurance companies reducing the in-network patient base. We did not consider any other factorsmaterial or relevant to the decision to acquire UC Davis, nor, after reasonable inquiry, are we aware of anymaterial factors other than those discussed above that would cause the reported financial information not to benecessarily indicative of future operating results.

The Platinum Healthcare Portfolio

On July 31, 2014, we closed the acquisition of the fee simple interests in nine skilled nursing facilitiesleased to nine subsidiaries of Platinum Health Care, LLC, located in Missouri, or the Platinum HealthcarePortfolio. We acquired the properties through wholly-owned subsidiaries of our operating partnership. Thesellers of the properties were PHBS REALTY, LLC, PHGG REALTY, LLC, PHCA REALTY, LLC, PHKCSWOPE REALTY, LLC, PHKC CLEVELAND REALTY, LLC, PHMC REALTY, LLC, PHDC REALTY,LLC, PHBC REALTY, LLC, PHGY REALTY, LLC and PHEM REALTY, LLC, entities which have nomaterial relationship with us, and the acquisition was not an affiliated transaction.

The Platinum Healthcare Portfolio contains 264,652 rentable square feet and was constructed between1983 and 2014.

Capitalization

The contract purchase price of the Platinum Healthcare Portfolio was $42.4 million, exclusive of closingcosts. We funded the acquisition of the Platinum Healthcare Portfolio with proceeds from this offering.


As of the date of acquisition, the properties were 100% leased to nine subsidiaries of Platinum HealthCare, LLC.

The leases commenced in July 2014 and have a 15-year term, which will expire in July 2029. The leasescontain a 2.7% escalation in the second lease year and 2.0% fixed annual rental escalations, thereafter, andtwo renewal options of five years each. The leases are net whereby the tenants are required to paysubstantially all operating expenses, including all costs to maintain and repair the roof and structure of thebuildings, in addition to base rent. The annualized straight-line rental income for the initial lease terms is$4.5 million.

We acquired the Platinum Healthcare Portfolio in a sale leaseback transaction. There is no historicaloccupancy rate or effective annual rental rates per square foot information available.

Other





The annual realty taxes payable on the Platinum Healthcare Portfolio for the calendar year 2014 areexpected to be $0.2 million.

Platinum Health Care, LLC is a privately-held seniors housing operating company which currentlyoperates communities in Missouri, Illinois, Iowa, Indiana, Ohio, Michigan, West Virginia, and Wisconsin.

We believe that the properties of the Platinum Healthcare Portfolio are well-located with acceptableroadway access and are well maintained. The properties of the Platinum Healthcare Portfolio will be subject

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to competition from similar properties within their market areas, and the economic performance of theportfolio could be affected by changes in local economic conditions or losses of contracts to major insurancecompanies reducing the in-network patient base. We did not consider any other factors material or relevant tothe decision to acquire the Platinum Healthcare Portfolio, nor, after reasonable inquiry, are we aware of anymaterial factors other than those discussed above that would cause the reported financial information not to benecessarily indicative of future operating results.

Horizon Bay Memory Care by the Bay Tampa, FL

On July 31, 2014, we closed our acquisition of the fee simple interest in a seniors housing community, orHorizon Bay Memory Care by the Bay (Horizon Bay) located in Tampa, FL. We acquired the propertythrough a wholly-owned subsidiary of our operating partnership. The seller of the property was SHI HorizonBay Memory Care, LLC, an entity which has no material relationship with us, and the acquisition was not anaffiliated transaction.

Horizon Bay contains 56,996 rentable square feet and was constructed in 2012.

Capitalization

The contract purchase price of Horizon Bay was $24.2 million, exclusive of closing costs. We funded theacquisition of Horizon Bay entirely with proceeds from this offering.


Horizon Bay was acquired using a structure created under the REIT Investment Diversification andEmpowerment Act of 2007, as amended, pursuant to which we will receive operating income generated fromthe operations of the seniors housing communities. A subsidiary of Senior Lifestyle Corporation, anindependent eligible contractor, will manage Horizon Bay and will receive a market rate management feepursuant to a management contract.

Other





The annual real estate tax on the building for the calendar year 2014 is expected to be $0.1 million.

Horizon Bay is operated by a subsidiary of Senior Lifestyle Corporation, a privately-held seniors housingoperating company which currently operates over 100 properties across the United States. The Senior LifestyleCorporation executive team has over 50 years of experience in the development, management and marketingof seniors housing communities, including independent living, assisted living, memory care and skillednursing.

We believe that Horizon Bay is well-located with acceptable roadway access and is well maintained.Horizon Bay will be subject to competition from similar properties within its market area, and the economicperformance of the community could be affected by changes in local economic conditions or losses ofcontracts to major insurance companies reducing the in-network patient base. We did not consider any otherfactors material or relevant to the decision to acquire Horizon Bay, nor, after reasonable inquiry, are we awareof any material factors other than those discussed above that would cause the reported financial informationnot to be necessarily indicative of future operating results.

Autumn Ridge of Clarkston Clarkston, MI

On August 12, 2014, we closed our acquisition of the fee simple interest in a seniors housing community,or Autumn Ridge of Clarkston (Autumn Ridge) located in Clarkston, MI. We acquired the property througha wholly-owned subsidiary of our operating partnership. The seller of the property was Clarkston Real EstateInvestors, LLC, an entity which has no material relationship with us, and the acquisition was not an affiliatedtransaction.

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Autumn Ridge contains 68,725 rentable square feet and was constructed in 2002.

Capitalization

The contract purchase price of Autumn Ridge was $22.0 million, exclusive of closing costs. We fundedthe acquisition of Autumn Ridge entirely with proceeds from this offering.


Autumn Ridge was acquired using a structure created under the REIT Investment Diversification andEmpowerment Act of 2007, as amended, pursuant to which we will receive operating income generated fromthe operations of the seniors housing communities. Senior Lifestyle Corporation, an independent eligiblecontractor, will manage Autumn Ridge and will receive a market rate management fee pursuant to amanagement contract.

Other





The annual real estate tax on the building for the calendar year 2014 is expected to be $0.2 million.

Autumn Ridge is operated by a subsidiary of Senior Lifestyle Corporation.

We believe that Autumn Ridge is well-located with acceptable roadway access and is well maintained.Autumn Ridge will be subject to competition from similar properties within its market area, and the economicperformance of the community could be affected by changes in local economic conditions or losses ofcontracts to major insurance companies reducing the in-network patient base. We did not consider any otherfactors material or relevant to the decision to acquire Autumn Ridge, nor, after reasonable inquiry, are weaware of any material factors other than those discussed above that would cause the reported financialinformation not to be necessarily indicative of future operating results.

The Sunnybrook Portfolio

On August 26, 2014, we closed our acquisition of the fee simple interests in 12 seniors housingcommunities located in Iowa, or the Sunnybrook Portfolio. We acquired the properties through wholly-ownedsubsidiaries of our operating partnership. The sellers of the properties were ECI Acquisition I, LLC, VillageAssisted Living, LLC, Mt. Pleasant Assisted Living, LLC, Burlington Assisted Living, LLC, MuscatineAssisted Living, LLC, Carroll Assisted Living, LLC, Ft. Madison Assisted Living, LLC and BurlingtonIndependent Living, LLC. None of the sellers have a material relationship with us and none of theacquisitions were affiliated transactions.

Capitalization

The contract purchase price of the properties was $164.2 million, exclusive of closing costs. We fundedthe acquisition of the Sunnybrook Portfolio with proceeds from this offering.


The Sunnybrook Portfolio was acquired using a structure created under the REIT InvestmentDiversification and Empowerment Act of 2007, as amended, pursuant to which we will receive operatingincome generated from the operations of the seniors housing communities. Frontier Management, LLCthrough certain affiliated entities, each an independent eligible contractor, will manage the properties withinthe Sunnybrook Portfolio known as Sunnybrook of Fort Madison (Fort Madison, Iowa), Sunnybrook of MountPleasant (Mount Pleasant, Iowa), Sunnybrook of Muscatine (Muscatine, Iowa), Prairie Hills at Ottumwa(Ottumwa, Iowa), Sunnybrook of Burlington (Burlington, Iowa) and Sunnybrook of Fairfield (Fairfield, Iowa),and will receive a market rate management fee pursuant to separate management contracts. Provision Living,

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LLC, an independent eligible contractor, will manage the properties within the Sunnybrook Portfolio known asPrairie Hills at Des Moines (Des Moines, Iowa), Prairie Hills at Independence (Independence, Iowa), PrairieHills at Clinton (Clinton, Iowa), Prairie Hills at Cedar Rapids (Cedar Rapids, Iowa), Prairie Hills at Carroll(Carroll, Iowa) and Prairie Hills at Tipton (Tipton, Iowa), and will receive a market rate management feepursuant to separate management contracts.

Other





The annual real estate taxes payable on the Sunnybrook Portfolio for the calendar year 2014 is expectedto be $1.9 million.

Frontier Management, LLC is a national operator of seniors housing committed to providing best-in-classservice to improve the lives of their residents each day. Provision Living, LLC is a premier regional operatorand investor in senior housing properties; specifically, assisted living, assisted living based dementia andindependent living services.

We believe that the properties of the Sunnybrook Portfolio are well-located with acceptable roadwayaccess and are well maintained. The properties of the Sunnybrook Portfolio will be subject to competitionfrom similar properties within their market areas, and the economic performance of the portfolio could beaffected by changes in local economic conditions or losses of contracts to major insurance companies reducingthe in-network patient base. We did not consider any other factors material or relevant to the decision toacquire the Sunnybrook Portfolio, nor, after reasonable inquiry, are we aware of any material factors otherthan those discussed above that would cause the reported financial information not to be necessarily indicativeof future operating results.

Benedictine Cancer Center Kingston, NY

On August 27, 2014, we closed our acquisition of the leasehold interest in a medical office building, orBenedictine Cancer Center (Benedictine) located in Kingston, NY. We acquired the property through awholly-owned subsidiary of our operating partnership. The seller of the property was Benedictine LaSalleMedical Office, L.L.C., an entity which has no material relationship with us, and the acquisition was not anaffiliated transaction.

Benedictine contains 36,479 rentable square feet and was constructed in 2004.

Capitalization

The contract purchase price of Benedictine was $11.2 million, exclusive of closing costs. We funded theacquisition of Benedictine with $4.3 million in proceeds from this offering and the assumption of $6.9 millionin existing mortgage debt secured by Benedictine as described under Financial Obligations below.


Benedictine was 100.0% leased to Benedictine Hospital under four leases as of the date of acquisition.The leases are net whereby the tenant is required to pay substantially all operating expenses, excluding amajority of costs to maintain and repair the roof and structure of the building, in addition to base rent. Theleases have an original 25-year term which commenced in November 2004 and expires in November 2029 andcontains annual rental escalations equal to the consumer price index, not to exceed 3.0% and four five-yearrenewal options. The annualized rental income on a straight-line basis for the initial term is $0.8 million.

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2013 2012 2011 2010 2009


Other





The annual real estate tax on the building for the calendar year 2014 is expected to be approximately$48,000. Such real estate taxes are to be paid directly by the tenant under the terms of the lease.

Benedictine Hospital, the sole tenant of the property, operates a short term acute care hospital located indowntown Kingston, New York. Benedictine Hospital is a member of the Health Alliance of Hudson Valley, aregional health system. The facility includes a wide range of services, including oncology, imaging,rehabilitation and cardiology.

We believe that Benedictine is well-located with acceptable roadway access and is well maintained.Benedictine will be subject to competition from similar properties within its market area, and the economicperformance of the center could be affected by changes in local economic conditions or losses of contracts tomajor insurance companies reducing the in-network patient base. We did not consider any other factorsmaterial or relevant to the decision to acquire Benedictine, nor, after reasonable inquiry, are we aware of anymaterial factors other than those discussed above that would cause the reported financial information not to benecessarily indicative of future operating results.

The Lifehouse Portfolio

On August 29, 2014, we closed the acquisition of the fee simple interests in nine senior housingcommunities, or the Lifehouse Portfolio. We acquired the properties through wholly-owned subsidiaries of ouroperating partnership. The sellers of the properties were Leisure Living Properties Holt, LLC, LeisureLiving Properties Dewitt, LLC, Lifehouse Crystal Manor Property, LLC, Lifehouse Waldon WoodsProperty, LLC, Lifehouse Golden Acres Properties, LLC, Lifehouse Golden Acres Properties II, LLC,Lifehouse Grand Blanc Properties, LLC, Lifehouse Clare Properties, LLC, Lifehouse Mt. Pleasant Properties,LLC, Lifehouse Mt. Pleasant Properties II, LLC, Lifehouse Prestige Commons Properties, LLC, LeisureLiving Properties Buchanan, LLC, Lifehouse Buchanan Property-II, LLC, Leisure LivingProperties Grand Rapids, LLC, Leisure Living Properties Holland, LLC, Lifehouse Oakridge ManorDixon Properties, LLC Lifehouse Oakridge Manor Rockford Properties, LLC and Lifehouse Holdings,LLC, entities which have no material relationship with us, and the acquisition was not an affiliated transaction.

The Lifehouse Portfolio contains 493,276 rentable square feet and was constructed between 1984 and2005.

Capitalization

The contract purchase price of the Lifehouse Portfolio was $90.2 million, exclusive of closing costs. Wefunded the acquisition of the Lifehouse Portfolio with proceeds from this offering.


As of the date of acquisition, the properties were 100% leased to nine subsidiaries of Meridian SeniorLiving, LLC.

The leases commenced in August 2014 and have a 15-year term, which will expire in August 2029. Theleases contain a 3.0% annual rental escalation in the second through tenth lease years and 2.5% annual rental

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escalations thereafter, as well as two renewal options of five years each. The leases are net whereby thetenants are required to pay substantially all operating expenses, including all costs to maintain and repair theroof and structure of the buildings, in addition to base rent. The annualized straight-line rental income for theinitial lease term is $8.1 million.

Prior to the acquisition date, the properties were operated as seniors housing communities under theprevious owner. Upon the completion of the acquisition, we leased the properties to nine subsidiaries ofMeridian Senior Living, LLC under the 15-year triple-net leases described above. As such, the historicaloccupancy and average effective annual rent information is not available.

Other





The annual realty taxes payable on the Lifehouse Portfolio for the calendar year 2014 are expected to be$0.9 million. Such real estate taxes are required to be paid directly by the tenants under the terms of the lease.

Meridian Senior Living, LLC is a privately-held senior housing operating company which currentlyoperates over 100 properties across 14 states.

We believe that the properties of the Lifehouse Portfolio are well-located with acceptable roadway accessand are well maintained. The properties of the Lifehouse Portfolio will be subject to competition from similarproperties within its market area, and the economic performance of the portfolio could be affected by changesin local economic conditions or losses of contracts to major insurance companies reducing the in-networkpatient base. We did not consider any other factors material or relevant to the decision to acquire theLifehouse Portfolio, nor, after reasonable inquiry, are we aware of any material factors other than thosediscussed above that would cause the reported financial information not to be necessarily indicative of futureoperating results.

Financing Obligations

Benedictine Cancer Center Kingston, NY

On August 27, 2014, in connection with the acquisition of Benedictine, pursuant to a note and mortgageassumption agreement entered into among U.S. Bank National Association, the sellers of the properties and asubsidiary of our operating partnership, we assumed a $6.9 million mortgage note payable, secured byBenedictine.

The loan bears interest at 6.30% per annum. The loan matures in September 2017 and provides formonthly principal and interest payments, with all principal outstanding being repaid on the maturity date. Theloan may be prepaid not more than two years in advance of the maturity date, in whole, with 30 days notice,with no prepayment premium or penalty.

Plan of Distribution

The first paragraph under the heading Volume Discounts on page 264 of the Prospectus is herebyreplaced in its entirety with the following disclosure.

In connection with sales of certain minimum numbers of shares to a single purchaser, as definedbelow, certain volume, or quantity, discounts resulting in reductions in selling commissions payable withrespect to such sales are available to investors. In such event, any such reduction will be credited to theinvestor by reducing the purchase price per share payable by the investor.

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The last two paragraphs under the heading Volume Discounts on page 267 of the Prospectus arehereby replaced in their entirety with the following disclosure.

California residents should be aware that quantity discounts will not be available in connection with thesale of shares made to California residents to the extent such discounts do not comply with the provisions ofRule 260.140.51 adopted pursuant to the California Corporate Securities Law of 1968. Pursuant to this Rule,quantity discounts can be made available to California residents provided that there is compliance with all ofthe following six (6) conditions:

there can be no variance in the net proceeds to us from the sale of the shares to different purchasersof the same offering;

all purchasers of the shares must be informed of the available quantity discounts;

the same quantity discounts must be allowed to all purchasers of all shares which are part of theoffering;

the minimum amount of shares on the purchase of which quantity discounts are allowed cannot beless than $10,000;

the variance in the price of the shares must result solely from a different range of commissions, andall discounts allowed must be based on a uniform scale of commissions; and

the applicant for qualification of the securities justifies allowance of the proposed quantity discountsby a showing that the aggregate amount thereof does not exceed, and that the measure of suchdiscounts is reasonably related to, the saving of selling expense to be achieved in the sale of thequantities of securities for which such discounts are allowed.

Accordingly, quantity discounts for California residents will be available in accordance with the abovetable of uniform discount levels based on dollar quantity of shares purchased, but no discounts are allowed toany group of purchasers, and no subscriptions may be aggregated as part of a combined order for purposes ofdetermining the number of shares purchased.

The third sentence under the heading Subscription Process on page 267 of the Prospectus is herebyreplaced in its entirety with the following disclosure.

Alternatively, unless you are an investor in Alabama, Arkansas, Kentucky, Maryland, Massachusetts,Nebraska, North Carolina or Tennessee, you may complete and sign the multi-offering subscription agreementin the form attached hereto as Appendix C-2, which may be used to purchase shares in this offering as well asshares of other products distributed by our dealer manager; provided, however, that an investor has receivedthe relevant prospectus(es) and meets the requisite criteria and suitability standards for any such otherproduct(s).

How To Subscribe

The second sentence of the second bullet under the section How to Subscribe on page 269 of theProspectus is hereby replaced in its entirety with the following disclosure.

Alternatively, unless you are an investor in Alabama, Arkansas, Kentucky, Maryland, Massachusetts,Nebraska, North Carolina or Tennessee, you may wish to complete the execution copy of the multi-offeringsubscription agreement, which may be used to purchase shares in this offering as well as shares of otherproducts distributed by our dealer manager; provided, however, that you have received the relevantprospectus(es) and meet the requisite criteria and suitability standards for any such other product(s).

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SUPPLEMENT NO. 4, DATED AUGUST 11, 2014,TO THE PROSPECTUS, DATED MAY 21, 2014

This prospectus supplement, or this Supplement No. 4, is part of the prospectus of American RealtyCapital Healthcare Trust II, Inc., or the Company, dated May 21, 2014, or the Prospectus, as supplemented bySupplement No. 3, dated July 30, 2014, or Supplement No. 3. This Supplement No. 4 supplements, modifies,supersedes and replaces certain information in the Prospectus and Supplement No. 3 and should be read inconjunction with the Prospectus and Supplement No. 3. This Supplement No. 4 will be delivered with theProspectus and Supplement No. 3. Unless the context suggests otherwise, the terms we, us and ourused herein refer to the Company, together with its consolidated subsidiaries.

The purpose of this Supplement No. 4 is to attach our Quarterly Report on Form 10-Q for the periodended June 30, 2014 as Annex A.

Annex A

On August 7, 2014, we filed with the Securities and Exchange Commission our Quarterly Report onForm 10-Q for the quarter ended June 30, 2014, which is attached as Annex A to this Supplement No. 4.

ANNEX A

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-55201

American Realty Capital Healthcare Trust II, Inc.(Exact name of registrant as specified in its charter)

Maryland 38-3888962(State or other jurisdiction ofincorporation or organization)

(I.R.S. EmployerIdentification No.)

405 Park Ave., 15th Floor, New York, NY 10022(Address of principal executive offices) (Zip Code)

(212) 415-6500(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,or a smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reportingcompany in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes No

As of July 31, 2014, the registrant had 71,121,993 shares of common stock outstanding.


INDEX TO FINANCIAL STATEMENTS

Page

PART I FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Consolidated Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013. . 1

Consolidated Statements of Operations and Comprehensive Loss for the Three andSix Months Ended June 30, 2014 and 2013 (Unaudited) . . . . . . . . . . . . . . . . . . . . . 2

Consolidated Statement of Changes in Stockholders Equity for the Six Months EndedJune 30, 2014 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and2013 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Notes to Consolidated Financial Statements (Unaudited) . . . . . . . . . . . . . . . . . . . . . . 6

Item 2. Managements Discussion and Analysis of Financial Condition and Results ofOperations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Item 3. Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . 38

Item 4. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . . . . . . . . . . . . . . . . . . . 42

Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

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Part I FINANCIAL INFORMATIONItem 1. Financial Statements.


CONSOLIDATED BALANCE SHEETS(In thousands, except for share and per share data)

June 30,2014

December 31,2013

(Unaudited)

ASSETSReal estate investments, at cost:

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19,200 $ 3,220Buildings, fixtures and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . 146,844 37,114Acquired intangible lease assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,148 5,952

Total real estate investments, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . 186,192 46,286Less: accumulated depreciation and amortization . . . . . . . . . . . . . . . . . (4,378) (1,094)

Total real estate investments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,814 45,192Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 964,327 111,833Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,900 Receivable for sale of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,342 1,286Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,531 1,888Deferred costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,702 7

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,193,616 $160,206

LIABILITIES AND STOCKHOLDERS EQUITYMortgage notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 59,325 $ Mortgage premiums, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,970 Below-market lease liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352 57Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,168 962Deferred rent and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 466 46Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,498 992

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,779 2,057Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and

outstanding at June 30, 2014 and December 31, 2013 . . . . . . . . . . . . . . . . Common stock, $0.01 par value, 300,000,000 shares authorized, 52,057,557

and 7,529,789 shares issued and outstanding as of June 30, 2014 andDecember 31, 2013, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 521 75

Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,146,943 161,952Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (29,627) (3,878)

Total stockholders equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,117,837 158,149Total liabilities and stockholders equity . . . . . . . . . . . . . . . . . . . . . . $1,193,616 $160,206

The accompanying notes are an integral part of these statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(In thousands, except for share and per share data)

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2014 2013 2014 2013

Revenues:Rental income . . . . . . . . . . . . . . . . . . . . . . $ 2,314 $ 26 $ 3,441 $ 26Operating expense reimbursements . . . . . . . . 555 1 815 1

Total revenues . . . . . . . . . . . . . . . . . . . . 2,869 27 4,256 27

Expenses:Property operating . . . . . . . . . .

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