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 30, 2016, the Company entered into a purchase
contract with Great Bend Surgical Properties, LLC (GB Seller) to
acquire, through a wholly owned subsidiary of the Companys
operating partnership, Global Medical REIT L.P., 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. Upon the satisfaction of customary closing
conditions, the Company expects to close this acquisition in the
first quarter of 2017. The Company expects to fund this
acquisition using borrowings from the Companys credit facility or
other available cash.
The GB Property is a 33-bed acute care hospital containing
approximately 58,000 square feet and is the sole community
provider in its medical service area, where it provides services
including womens health, surgical, ancillary, hospital, and
walk-in treatment. The building was completed in 2001, with a
significant expansion completed in 2005, and is operated by Great
Bend Regional Hospital, LLC (GB Tenant), a physician owned group.
Upon the closing of the acquisition of the GB Property, the
Company intends to lease the GB Property back to GB Tenant under
a 15-year triple-net lease (the GB Lease), with two ten-year
renewal options. The GB Lease will be 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 under the GB Lease will be $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 GB
Property purchase contract 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 are set forth in the purchase
contract that is filed as Exhibit 10.1 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Announcement of Property Acquisitions
The Company announced in a press release on January 4, 2017, that
it had entered into the purchase contract for the GB Property
acquisition. A copy of the Companys press release is 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 statements relate to, among other things,
the Companys expectations regarding the completion of the
acquisition described in this report on the terms and conditions
described herein, the lease and lease guarantees, and the
expected closing date of the acquisition. 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
(d)Exhibits
| Exhibit No. | Description | |
| 10.1 |
Purchase Agreement, dated as of the 30th day of December, 2016, by and between GLOBAL MEDICAL REIT, INC., a Maryland corporation (Purchaser), and GREAT BEND SURGICAL PROPERTIES, LLC, a Kansas limited liability company (Seller). |
|
| 99.1 | Press release dated January 4, 2017. |