GLOBAL MEDICAL REIT INC. (NYSE:GMRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.; Item 2.03
Creation of a Direct Financial Obligation.
Amendment to Revolving Credit Facility
On March 3, 2017, Global Medical REIT Inc. (the Company),
Global Medical REIT L.P. (the Operating Partnership), as
borrower, and certain subsidiaries (such subsidiaries, the
Subsidiary Guarantors) of the Operating Partnership
entered into an amendment to the senior revolving credit facility
(the Credit Facility) with BMO Harris Bank N.A., as
Administrative Agent, which increased the commitment amount to
$200 million plus an accordion feature that allows for up to an
additional $50 million of principal amount subject to certain
conditions (the Credit Facility Amendment). The Subsidiary
Guarantors and the Company are guarantors of the obligations
under the amended Credit Facility. The amount available to borrow
from time to time under the amended Credit Facility is limited
according to a quarterly borrowing base valuation of certain
properties owned by the Subsidiary Guarantors.
Amounts outstanding under the amended Credit Facility bear annual
interest at a floating rate that is based, at the Operating
Partnerships option, on (i) LIBOR plus 2.00% to 3.00% or (ii) a
base rate plus 1.00% to 2.00%, in each case, depending upon the
Companys consolidated leverage ratio. In addition, the Operating
Partnership is obligated to pay a quarterly fee equal to a rate
per annum equal to (x) 0.20% if the average daily unused
commitments are less than 50% of the commitments then in effect
and (y) 0.30% if the average daily unused commitments are greater
than or equal to 50% of the commitments then in effect and
determined based on the average daily unused commitments during
such previous quarter.
The Operating Partnership is subject to ongoing compliance with a
number of customary affirmative and negative covenants, including
limitations with respect to liens, indebtedness, distributions,
mergers, consolidations, investments, restricted payments and
asset sales. The Operating Partnership must also maintain (i) a
maximum consolidated leverage ratio as of the end of each fiscal
quarter of less than (y) 0.65:1.00 for each fiscal quarter ending
prior to October 1, 2019 and (z) thereafter, 0.60:1.00, (ii) a
minimum fixed charge coverage ratio of 1.50:1.00, (iii) a minimum
net worth of $119,781,219 plus 75% of all net proceeds raised
through subsequent equity offerings and (iv) a ratio of total
secured recourse debt to total asset value of not greater than
0.10:1.00.
The lenders under the amended Credit Facility now include BMO
Harris Bank N.A., Citizens Bank N.A., SunTrust Bank, The
Huntington National Bank, Comerica Bank, KeyBank National
Association, Franklin Synergy Bank and Branch Banking and Trust
Company.
The above description of the terms and conditions of the amended
Credit Facility is only a summary and is not intended to be a
complete description of the terms and conditions. All of the
terms and conditions of the amended Credit Facility are set forth
in the Credit Facility Amendment filed as Exhibit 10.1 to
this Current Report on Form 8-K and the original Credit
Agreement, previously filed as an exhibit to the Current Report
on Form 8-K on December 5, 2016 .
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e)Entry into Material Contract with Named Executive
Officer and Compensatory Arrangements of Certain Officers.
Equity Awards
On February 28, 2017, the Board of Directors (the Board)
of Global Medical REITInc. (the Company) approved the
recommendations of the Compensation Committee of the Board with
respect to the granting of 2017 Annual Performance-Based Long
Term Incentive Plan (LTIP) Awards (the Annual Awards) and
Long-Term Performance-Based Incentive LTIP Awards (the
Long-Term Awards) to the executive officers of the Company
and other employees of the external manager of the Company (the
Manager) who perform services for the Company. The Annual
Awards and Long-Term Awards were granted to the Companys 2016
Equity Incentive Plan.
The Annual Awards and Long-Term Awards granted to the Companys
executive officers are described below.
Name | Title | 2017Annual Award Target | Numberof TargetAnnual AwardUnits | 2017Long- TermAward Target | Numberof TargetLong- TermAward Units | |||||||||||||
Jeffrey Busch | Chairman of the Board President | $ | 110,000 | 12,500 | $ | 200,008 | 25,975 | |||||||||||
David Young | CEO | $ | 100,000 | 11,363 | $ | 300,000 | 38,961 | |||||||||||
Donald McClure | CFO | $ | 77,500 | 8,806 | $ | 75,000 | 9,740 | |||||||||||
Conn Flanigan | General Counsel | $ | 50,000 | 5,681 | $ | 80,006 | 10,390 | |||||||||||
Alfonzo Leon | CIO | $ | 92,500 | 10,511 | $ | 100,000 | 12,987 | |||||||||||
Allen Webb | SVP, SEC Reporting and Technical Accounting | $ | 90,000 | 10,227 | $ | 80,006 | 10,390 | |||||||||||
Danica Holley | COO | $ | 80,000 | 9,090 | $ | 80,006 | 10,390 |
The number of target LTIP units comprising each Annual Award is
based on the closing price of the Company common stock reported
on the New York Stock Exchange (NYSE) on the date of grant
(February 28, 2017) and the number of target LTIP Units
comprising each Long-Term Award is based on the fair value of the
Long-Term Awards as determined by an independent valuation
consultant, in each case rounded to the next whole LTIP unit in
order to eliminate fractional units.
Annual Awards
The Annual Awards will be subject to the terms and conditions of
LTIP Annual Award Agreements (LTIP Annual Award
Agreements) between the Company and each grantee in the form
attached hereto as Exhibit 99.1 (for grantees who have an
employment agreement with the Manager) or Exhibit 99.2
(for grantees who do not have an employment agreement with the
Manager), which are incorporated herein by reference. Terms not
otherwise defined herein have the meanings assigned to them in
the LTIP Annual Award Agreements.
The Compensation Committee established performance goals for
calendar year 2017 (the Annual Performance Period) as set
forth in Exhibit A to the LTIP Annual Award Agreements (the
Performance Goals) that will be used to determine the
number of LTIP Units earned by each grantee under each LTIP
Annual Award Agreement. As soon as reasonably practicable
following the last day of the Annual Performance Period, the
Compensation Committee will determine the extent to which the
Company has achieved each of the Performance Goals (expressed as
a percentage) and, based on such determination, will calculate
the number of Earned LTIP Units that each grantee is entitled to
receive based on the applicable Performance Percentages described
in Exhibit A to the LTIP Annual Award Agreement. Any Award LTIP
Units that are not earned will be forfeited and cancelled, and
the grantee will have no right in or to any such unearned LTIP
Units after it is determined that they were not earned.
The number of Earned LTIP Units issuable to each grantee under
the LTIP Annual Award Agreement will be determined by dividing
the total number of Annual Award Target LTIP Units into five
equal (20%) components as shown in the table below (each a
Component) and multiplying the number of Target Annual Award LTIP
Units allocated to each Component by the applicable Performance
Percentage described underneath the table below based on the
extent to which the performance goal for each such Component is
achieved.
Target No. of LTIP Units |
Component | Performance Goal | ||
20% of total Target LTIP Units |
Acquisitions including (i) closed acquisitions during 2017 and (ii) acquisitions placed under definitive purchase contract on or before December 31, 2017 and closed by February 28, 2018. |
Threshold: $300 million Target: $500 million Maximum: $600 million |
||
20% of total Target LTIP Units |
Capital Raising measured by gross proceeds actually raised through the issuance and sale of primary Company equity securities during the period from January 1, 2017 through December 31, 2017. |
Threshold: $75 million Target: $200 million Maximum: $300 million |
||
20% of total Target LTIP Units |
Net Asset Value (NAV) calculated as total assets minus total liabilities, in each case calculated under GAAP as reported on the Companys audited balance sheet as of December 31, 2017. |
Threshold: $250 million Target: $350 million Maximum: $450 million |
||
20% of total Target LTIP Units |
Adjusted FFO (AFFO) per share for the fourth quarter ended December 31, 2017, as reported by the Company in its year-end earnings announcement for the fiscal year and fourth quarter ended December 31, 2017. |
Threshold: $0.18 per share Target: $0.20 per share Maximum: $0.22 per share
AFFO per share for the fourth quarter of 2017 shall exclude |
||
20% of total Target LTIP Units | Discretionary Component |
Entirely at the discretion of the Committee based on the Committees assessment of the Grantees individual performance in areas the Committee deems in its discretion to be important based on the Grantees job duties and position within the organization. |
Performance Percentages
(i) |
If the Company achieves less than the Threshold Goal in a particular Component in the above table, all of the Annual Award LTIP Units for that Component (20% of the total target number of Annual Award LTIP Units covered by the Award) will be forfeited. |
(ii) |
If the Company achieves the Threshold Goal in a particular Component in the above table, the number of Earned LTIP Units in that Component will be equal to 50% of the number of Target Annual Award LTIP Units for that Component (or 10% of the total target number of Annual Award LTIP Units covered by the Award). |
(iii) |
If the Company achieves the Target Goal in a particular Component in the above table, the number of Earned LTIP Units in that Component will be equal to 100% of the number of Target Annual Award LTIP Units for that Component (or 20% of the total target number of Annual Award LTIP Units covered by the Award). |
(iv) |
If the Company achieves or exceeds the Maximum Goal in a particular Component in the above table, the number of Earned LTIP Units for that Component will be equal to 150% of the number of Target Annual Award LTIP Units for that Component (or 30% of the total target number of Annual Award LTIP Units covered by the Award). |
For achievement of a Performance Goal at an intermediate point
between the Threshold Goal and the Target Goal or between the
Target Goal and the Maximum Goal for any Component, the number of
Earned LTIP Units for that Component will be interpolated on a
straight-line basis between 50% and 100% or between 100% and
150%, respectively, of the target number of Annual Award LTIP
Units allocated to that Component. Fractional LTIP Units will be
rounded to the next whole LTIP Unit (except that 0.5 of an LTIP
Unit will be rounded up to one whole LTIP Unit).
Units that have been earned based on performance as provided
above are subject to forfeiture restrictions that will lapse
(vesting) in the following amounts and on the following
vesting dates subject to the continuous service of the grantee
through and on the applicable vesting date:
(i) 50% of the Earned LTIP Units will become vested, and cease to
be subject to forfeiture, as of the earlier of (a) December 31,
2017 or (b) the date upon which a Change of Control occurs (the
Annual Award Valuation Date); and
(ii)50% of the Earned LTIP Units become vested, and cease to be
subject to forfeiture, on the first anniversary of the Annual
Award Valuation Date.
Vesting will accelerate in the event of a termination of the
executives position without Cause or for Good Reason, as a result
of death or Disability, or as a result of the grantees
Retirement. Unvested LTIP Awards will be forfeited in the event
of any other termination event.
Long-Term Awards
The Long-Term Awards will be subject to the terms and conditions
of LTIP Long-Term Award Agreements (LTIP Long-Term Award
Agreements) between the Company and each grantee in the form
attached hereto as Exhibit 99.3 (for grantees who have an
employment agreement with the Manager) or Exhibit 99.4
(for grantees who do not have an employment agreement with the
Manager), which are incorporated herein by reference. Terms not
otherwise defined herein have the meanings assigned to them in
the LTIP Long-Term Award Agreements.
The number of Earned LTIP Units that each grantee is entitled to
receive under the LTIP Long-Term Award Agreements will be
determined following the conclusion of a three-year performance
period (the Long-Term Performance Period) based on the
Companys Total Shareholder Return (TSR) on both an absolute basis
(Absolute TSR Component) (representing 75% of the target
Long-Term Award) and relative to the companies comprising the SNL
Healthcare REIT Index (Relative TSR Component) (representing 25%
of the target Long-Term Award) during the Long-Term Performance
Period. Grantees will not be entitled to receive any LTIP Units
except to the extent they are earned upon the end of the
Long-Term Performance Period in accordance with the terms and
conditions of the LTIP Long-Term Award Agreements. Long-Term
Award LTIP Units that are not earned in accordance will be
forfeited and cancelled and unvested Earned LTIP Units will be
subject to forfeiture prior to vesting as set forth below.
The number of LTIP Units earned under the Absolute TSR Component
of the Long-Term Awards will be determined as soon as reasonably
practicable following the earlier of (a) the calendar day
immediately preceding the third anniversary of February 28, 2017,
or (b) the date upon which a Change of Control occurs (the
Long-Term Valuation Date), by multiplying the total target
number of Long-Term Award LTIP Units by 75% and then multiplying
such product by the applicable Percentage of Absolute TSR
Component Earned based on the Companys Total Shareholder Return
as shown below:
Total Shareholder Return | Percentage of Absolute TSR Component Earned | |||
Less than 24% | % | |||
24% | % | |||
30% | % | |||
36% or greater | % |
The Absolute TSR Component will be forfeited in its entirety if
the Total Shareholder Return is less than 24%. If the Total
Shareholder Return is between 24% and 30%, or between 30% and
36%, the percentage of the Absolute TSR Component earned will be
determined using linear interpolation as between those tiers,
respectively.
The number of Long-Term Award LTIP Units earned under the
Relative TSR Component will be determined as soon as reasonably
practicable following the Long-Term Valuation Date by multiplying
the number of Award LTIP Units by 25% and then multiplying such
product by the applicable Percentage of Relative TSR Component
Earned based on the Companys Relative Performance as shown below:
Relative Performance | Percentage of Relative TSR Component Earned | |||
TSR below the 35th percentile of Peer Companies | % | |||
TSR equal to the 35th percentile of Peer Companies | % | |||
TSR equal to the 55th percentile of Peer Companies | % | |||
TSR equal to or greater than the 75th percentile of Peer Companies |
% |
The Relative TSR Component will be forfeited in its entirety if
the Relative Performance is below the 35th percentile of Peer
Companies. If the Relative Performance is between the 35th
percentile and 55th percentile of Peer Companies, or between the
55th percentile and 75th percentile of Peer Companies, the
percentage of the Relative TSR Component earned will be
determined using linear interpolation as between those tiers,
respectively.
As soon as practicable following the Long-Term Valuation Date,
the Compensation Committee will determine the number of LTIP
Units earned by each grantee under both the Absolute TSR
Component and the Relative TSR Component. Any Award LTIP Units
that are not earned as set forth above will be forfeited, and the
grantee will have no right in or to any such unearned and
unissued LTIP Units after it is determined that they were not
earned.
Units that have been earned based on performance as provided
above are subject to forfeiture restrictions that vest in the
following amounts and on the following vesting dates subject to
the continuous service of the grantee through and on the
applicable vesting date:
(i) 50% of the Earned LTIP Units become vested, and cease to be
subject to forfeiture, as of the Long-Term Valuation Date; and
(ii) 50% of the Earned LTIP Units become vested, and cease to be
subject to forfeiture, on the first anniversary of the Long-Term
Valuation Date.
Distributions
to both the LTIP Annual Award Agreements and LTIP Long-Term Award
Agreements, distributions equal to the dividends declared and
paid by the Company will accrue during the applicable performance
period on the maximum number of LTIP Units that the grantee could
earn and are paid with respect to all of the Earned LTIP Units at
the conclusion of the applicable performance period, in cash or
by the issuance of additional LTIP Units at the discretion of the
Compensation Committee.
The foregoing summary of the LTIP Annual Award Agreements and
LTIP Long-Term Award Agreements is qualified in its entirety by
reference to the forms of agreement filed herewith as Exhibits
99.1, 99.2, 99.3 and 99.4.
Director Compensation
On February 28, 2017, the Board also approved the following
annual compensation amounts for its independent directors for the
year beginning with the 2017 annual meeting of the Companys
stockholders:
Independent Director Compensation | ||
Annual Cash Retainer | $30,000, payable quarterly in arrears | |
Annual Equity Award |
$30,000, granted on the date of the annual meeting upon election of the grantee as a director and payable as a number of LTIP Units based on the average closing price of the Companys common stock as reported on the NYSE during the 10 trading days preceding the date of the annual meeting and subject to forfeiture restrictions that will lapse on the first anniversary of the grant date subject to continued service as a director through such vesting date. |
|
Independent Committee Member Compensation | ||
Annual Cash Retainer |
Audit Committee: $6,000 Compensation Committee: $5,000 Nominating Corporate Governance Committee: $3,500 Investment Committee: $5,500 All payable quarterly in arrears |
|
Annual Cash Retainer for Chair |
Audit Committee Chair: $12,000 Compensation Committee Chair: $10,000 Nominating Corporate Governance Committee Chair: $7,000 Investment Committee Chair: $11,000 All payable quarterly in arrears |
|
Lead Independent Director Compensation | ||
Annual Cash Retainer | $15,000, payable quarterly in arrears |
In addition, the independent directors who were appointed to
serve as directors prior to the closing date of the Companys
initial public offering on July 1, 2016 (the IPO) will be
paid a one-time cash amount equal to (i) $15,000 for the first of
such independent directors to be appointed as a director of the
Company and (ii) a pro rata amount of $15,000 for the independent
directors appointed as directors of the Company after the first
such independent director was appointed based on the number of
calendar days served from appointment through the closing date of
the IPO relative to the total number of days served by the first
such director to be appointed through the closing date of the
IPO.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on March 6, 2017 announcing an
amendment to its Credit Facility before this report was filed. A
copy of the press release is furnished as Exhibit 99.5 to this
report.
The information in Exhibit 99.5 referenced in Item 9.01 below is
being furnished and, as such, shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
Section and shall not be incorporated by reference into any
registration statement or other document filed by the Company to
the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. | Description | |
10.1 |
First Amendment to Credit Facility Agreement, dated March 3, 2017 by and among Global Medical REIT L.P., Global Medical REIT INC., the certain Subsidiaries from time to time party thereto as Guarantors, and BMO Harris Bank N.A., as Administrative Agent |
|
99.1 |
LTIP Award Agreement (Annual Award): For Grantees with an Employment Agreement with the Manager |
|
99.2 |
LTIP Award Agreement (Annual Award): For Grantees without an Employment Agreement with the Manager |
|
99.3 |
LTIP Award Agreement (Long-Term Award): For Grantees with an Employment Agreement with the Manager |
|
99.4 |
LTIP Award Agreement (Long-Term Award): For Grantees without an Employment Agreement with the Manager |
|
99.5 | Press Release dated March 6, 2017 |
About GLOBAL MEDICAL REIT INC. (NYSE:GMRE)
Global Medical REIT Inc. focuses on operating as a real estate investment trust. The Company is engaged primarily in the acquisition and leasing of licensed purpose-built healthcare facilities in certain markets with various clinical operators. The Company seeks to invest in these purpose-built, specialized facilities, such as surgery centers, specialty hospitals and outpatient treatment centers. Its tenant-operators are physician group tenant-operators, community hospital tenant-operators and corporate medical treatment chain operators. Its properties include a six building, 52,266 square foot medical clinic portfolio in Tennessee; a combined approximately 27,190 square foot surgery center and medical office building located in West Mifflin, Pennsylvania; an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina, and a 56-bed long term acute care hospital located at 1870 South 75th Street, Omaha, Nebraska. GLOBAL MEDICAL REIT INC. (NYSE:GMRE) Recent Trading Information
GLOBAL MEDICAL REIT INC. (NYSE:GMRE) closed its last trading session down -0.18 at 8.38 with 100,956 shares trading hands.