GLOBAL MEDICAL REIT INC. (NASDAQ:GMRE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2016, Global Medical REIT Inc. (the
Company) announced that it closed on the acquisition of
three rehabilitation hospitals for an aggregate purchase price of
$68,093,000. The three hospitals are HealthSouth rehabilitation
hospitals in Mesa, AZ, Altoona, PA and Mechanicsburg, PA. The
Company previously reported on a Form 8-K filed on November 30,
2016 that it had entered into purchase contracts to acquire these
hospitals.
HealthSouth East Valley Rehabilitation Hospital Mesa,
AZ
On December 20, 2016, the Company, through a wholly owned
subsidiary of the Companys operating partnership, Global Medical
REIT L.P. (the OP), acquired, to a purchase contract (the
Mesa PSA) with HR ACQUISITION I CORPORATION (the Mesa
Seller) the land and buildings known as the HealthSouth East
Valley Rehabilitation Hospital (the Mesa Property) located
in Mesa, AZ from the Mesa Seller for a purchase price of
$22,350,000.
Upon the closing of the acquisition of the Mesa Property, the
Company assumed from the Mesa Seller the existing triple-net
lease agreement (the Mesa Lease) to which the Mesa
Property is leased to HealthSouth Mesa Rehabilitation Hospital,
LLC with a remaining initial lease term of approximately eight
years, subject to four consecutive five-year renewal options by
the tenant, which lease is guaranteed by HealthSouth Corporation
(HealthSouth). The aggregate annual rent for the Mesa
Property is currently $1,710,617, subject to 3% annual rent
escalations. HealthSouth Mesa Rehabilitation Hospital, LLC has
the option under the Mesa Lease to purchase the Mesa Property at
the end of the initial lease term and at the end of each renewal
term thereof, if any, upon the terms and conditions set forth in
the Mesa Lease.
HealthSouth Rehabilitation Hospital of Altoona Altoona,
PA
On December 20, 2016, the Company, through a wholly owned
subsidiary of the OP, acquired, to a purchase contract (the
Altoona PSA) with HR ACQUISITION OF PENNSYLVANIA, INC.
(the Altoona Seller) the land and building comprising the
HealthSouth Rehabilitation Hospital of Altoona (the Altoona
Property) located in Altoona, PA from the Altoona Seller for
a purchase price of $21,545,000.
Upon the closing of the acquisition of the Altoona Property, the
Company assumed from the Altoona Seller the existing triple-net
lease agreement (the Altoona Lease) to which the Altoona
Property is leased to HealthSouth with a remaining initial lease
term of approximately 4.5 years, subject to two consecutive
five-year renewal options by the tenant. The annual rent for the
Altoona Property is currently $1,635,773, subject to annual rent
escalations based on increases in the consumer price index, or
CPI, but not greater than 4% nor less than 2%.
HealthSouth Rehabilitation Hospital of Mechanicsburg
Mechanicsburg, PA
On December 20, 2016, the Company, through a wholly owned
subsidiary of the OP, to a purchase contract (the
Mechanicsburg PSA and together with the Mesa PSA and the
Altoona PSA, and the transactions contemplated thereby, the
Transactions) with HR ACQUISITION OF PENNSYLVANIA, INC.
(the Mechanicsburg Seller) (i) acquired the land and
building comprising the HealthSouth Rehabilitation Hospital of
Mechanicsburg (the Mechanicsburg Property and together
with the Mesa Property and the Altoona Property, the
Properties) located in Mechanicsburg, PA from the
Mechanicsburg Seller for a purchase price of $24,198,000; and
(ii) accepted an assignment of the ground lessees interest (the
Assignment) in the Ground Lease dated May 1, 1996 from the
Mechanicsburg Seller, whereby PENNSYLVANIA HRT, INC. ground
leased the Mechanicsburg Property to the Mechanicsburg Seller
(the Mechanicsburg Lease and together with the Mesa Lease
and the Altoona Lease, the Leases).
Upon the closing of the acquisition of the Mechanicsburg Property
and acceptance of the Assignment, the Company assumed from the
Mechanicsburg Seller the existing triple-net lease agreement to
which the Mechanicsburg Property is leased to HealthSouth with a
remaining initial lease term of approximately 4.5 years, subject
to two consecutive five-year renewal options by the tenant. The
annual rent for the Mechanicsburg Property is currently
$1,836,886, subject to annual rent escalations based on increases
in the CPI, but not greater than 4% nor less than 2%. HealthSouth
has the option under the Mechanicsburg Lease to purchase the
Mechanicsburg Property at the end of the initial lease term and
at the end of each renewal term thereof, if any, upon the terms
and conditions set forth in the Mechanicsburg Lease.
The above descriptions of the terms and conditions of the Leases
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 Leases are set
forth in the Leases that are filed as Exhibit 10.1, Exhibit 10.2
and Exhibit 10.3, respectively to this Current Report on Form 8-K
and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets
The information disclosed above in Item 1.01 regarding the
Transactions is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
A copy of the Companys press release, dated December 21, 2016,
announcing the closing of the Transactions is being furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking Statements
This report contains statements that are forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified
by the use of words such as anticipate, believe, expect,
estimate, plan, outlook, and project and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Forward-looking
statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking statements are based on
information available at the time those statements are made
and/or managements good faith belief as of that time with respect
to future events. These forward-looking statements are subject to
various risks and uncertainties, not all of which are known to
the Company and many of which are beyond the Companys control,
which could cause actual performance or results to differ
materially from those expressed in or suggested by the
forward-looking statements. These risks and uncertainties are
described in greater detail in the Companys other filings with
the United States Securities and Exchange Commission (the
Commission), including without limitation the Companys
annual and periodic reports and other documents filed with the
Commission. Unless legally required, the Company disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise. The
Company undertakes no obligation to update these statements after
the date of this report.
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 obligations under the Mesa Lease are guaranteed by
HealthSouth (NYSE: HLS). Additionally, HealthSouth is the tenant
of the leases for both the Altoona Property and the Mechanicsburg
Property. Information about HealthSouth, including its audited
historical financial statements, can be obtained from its Annual
Report on Form 10-K and other reports and filings available on
its website at http://www.healthsouth.com/ or on the SEC website
at www.sec.gov.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 10.1 |
Lease Agreement, between HR Acquisition I Corporation and GMR Mesa LLC. |
|
| 10.2 |
Lease Agreement, between HR Acquisition of Pennsylvania, Inc. and GMR Altoona, LLC. |
|
| 10.3 |
Lease Agreement, between HR Acquisition of Pennsylvania, Inc. and GMR Mechanicsburg, LLC. |
|
| 99.1 | Press release dated December 21, 2016. |
About GLOBAL MEDICAL REIT INC. (NASDAQ:GMRE)