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
Great Bend Regional Hospital Great Bend, Kansas
On April 5, 2017, Global Medical REIT Inc. (the Company)
announced that on March 31, 2017, it, through a wholly owned
subsidiary of the Companys operating partnership, Global Medical
REIT, L.P. (the OP), closed on the acquisition of the
buildings and land known as Great Bend Regional Hospital (the
GB Property) located in Great Bend, Kansas for a purchase
price of $24,500,000. The Company previously reported on a
Current Report on Form 8-K filed with the United States
Securities and Exchange Commission (the Commission) on
January 4, 2017 that it had entered into a purchase contract (the
Great Bend PSA) with Great Bend Surgical Properties, LLC
(GB Seller) to acquire the GB Property.
Upon the closing of the acquisition of the GB Property, the
Company entered into a triple-net lease agreement (the GB
Lease) with GB Seller to which the GB Property is leased to
Great Bend Regional Hospital, LLC (GB Tenant), a physician
owned group, with a lease term of fifteen years with two ten-year
renewal options, which lease is guaranteed by the physician
owners of the GB Tenant. Eventually the GB Lease will also be
guaranteed by an employee stock ownership plan (ESOP).
When the Company determines that the creditworthiness, operating
history, and financial results of the ESOP are acceptable, the
physicians will be released from the lease guarantee, and the
ESOP will become the sole guarantor. The aggregate annual rent
for the GB Property is currently $2,143,750, subject to annual
rent escalations equal to the greater of 2% or Consumer Price
Index.
The above description of the terms and conditions of the Great
Bend PSA and GB Lease and the transactions contemplated thereby
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 purchase contract and lease are set forth in
the Great Bend PSA, previously filed as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on
January 4, 2017 and the GB Lease that is filed as Exhibit 10.1 to
this Current Report on Form 8-K, respectively, and are
incorporated herein by reference.
OCOM Hospital, OCOM Physical Therapy and OCOM North
Ambulatory Surgical Center Oklahoma City, Oklahoma
On April 5, 2017, the Company announced that on March 31, 2017
it, through a wholly owned subsidiary of the OP, closed on the
acquisition of a 69,811 square-foot surgical hospital (the
Hospital), a 20,434 square-foot physical therapy center
(the PT Center, together with the Hospital, OCOM
South), and a 10,086 square-foot outpatient ambulatory
surgery center (OCOM North) located in Oklahoma City,
Oklahoma for an aggregate purchase price of $49,500,000. The
Company previously reported on a Current Report on Form 8-K filed
with the Commission on February 2, 2017 that it had entered into
a purchase contract (the Cruse Purchase Agreement) with
CRUSE-TWO, L.L.C., an Oklahoma limited liability company
(Cruse-Two), and CRUSE-SIX, L.L.C., an Oklahoma limited
liability company (Cruse-Six) to acquire OCOM South and
OCOM North.
Upon closing of the acquisition of OCOM South, the Company
assumed the existing absolute triple-net lease agreement (the
OCOM South Lease), to which OCOM South is leased from
Cruse-Two to Oklahoma Center for Orthopedic Multi-Specialty
Surgery, LLC (OCOM) with a remaining initial lease term
expiring September 1, 2033, subject to three consecutive
five-year renewal options by the tenant. 25% of the rent is
guaranteed by United Surgical Partners International, Inc.
(USPI) and 25% of the rent is guaranteed by INTEGRIS
Health, Inc. (INTEGRIS).
Upon the closing of the acquisition of OCOM South, the Company,
through a subsidiary of the OP, entered into a new absolute
triple-net lease agreement (the Master Lease,), to which
the subsidiary, as master landlord, will lease OCOM South to
Cruse-Two, as master tenant. The Master Lease has a five-year
term. Initial rent is $3,138,912, subject to annual rent
escalations of 1.4%. The OCOM South Lease became a sublease under
the Master Lease upon commencement of the Master Lease. USPI and
INTEGRIS will continue to serve as guarantors of the OCOM South
Lease in the percentages set forth above, while the Master Lease
has no lease guarantees. Upon the expiration of the Master Lease,
the OCOM South Lease will become a direct lease with an annual
rent of $3,365,188, subject to annual rent escalations of 2.0%
until lease expiration on September 1, 2033.
Under the Master Lease, OCOM will continue to be responsible for
all lease payments due under the OCOM South Lease, which amounts
will be paid directly to the Master Tenant, while Cruse-Two will
be responsible for payment of the additional rent amounts payable
under the Master Lease. GMR Oklahoma City, LLC (GMR Oklahoma
City), Cruse-Two, and Raymond James Associates, Inc. (the
Broker) have entered into a Securities Account Control
Agreement, dated March 31, 2017, to which Cruse-Two has granted
GMR Oklahoma City a first priority secured interest in the
securities account maintained by the Broker for GMR Oklahoma
City.
Upon closing of the acquisition of OCOM North, the Company
assumed the existing absolute triple-net lease agreement (the
OCOM North Lease) to which OCOM North is leased from
Cruse-Six, as landlord, to OCOM, as tenant, with a remaining
initial lease term expiring on July 31, 2022, subject to two
consecutive five-year renewal options by the tenant. The annual
rent under the OCOM North Lease for OCOM North is currently
$383,161, subject to annual increases equal to the CPI (never to
decrease and not to exceed 4.0% over the prior years rent and not
to exceed an overall increase of 2.5% per year, compounded
annually).
The above descriptions of the terms and conditions of the OCOM
South Lease and OCOM North Lease and the transactions
contemplated thereby are only a summary and are not intended to
be a complete description of the terms and conditions. All of the
terms and conditions of the OCOM South Lease and OCOM North Lease
are set forth in the OCOM South Lease and the OCOM North Lease
that are filed as Exhibit 10.2 and Exhibit 10.3, respectively, to
the Companys Current Report on Form 8-K filed with the Commission
on February 2, 2017 and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The information disclosed above in Item 1.01 is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
A copy of the Companys press release, dated April 5, 2017,
announcing the closing of these transactions is being furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Exhibit 99.1 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
(a) | Financial Statements of Businesses Acquired. |
The financial statements that are required to be filed to this
item will be filed by amendment not later than 71days after the
date on which this initial Form8-K is required to be filed.
(b) | Pro Forma Financial Information. |
The pro forma financial information that is required to be filed
to this item will be filed by amendment not later than 71 days
after the date on which this initial Form8-K is required to be
filed.
(d) | Exhibits. |
Exhibit No. |
Description |
|
10.1 |
Lease Agreement dated March 31, 2017, between GMR Great Bend, LLC, a Delaware limited liability company, and Great Bend Regional Hospital, L.L.C., a Kansas limited liability company. |
|
99.1 | Press release dated April 5, 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 -0.39 at 8.22 with 178,113 shares trading hands.