Global Medical REIT Inc. (NYSE:GMRE) Files An 8-K Entry into a Material Definitive AgreementItem 1.02
Sales Agreement
On August 17, 2018, Global Medical REIT Inc. (the “Company”), Inter-American Management LLC, the Company’s external advisor, and Global Medical REIT L.P., the Company’s operating partnership, entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), B. Riley FBR, Inc. (f/k/a FBR Capital Markets & Co.) (“FBR”), BMO Capital Markets Corp., D.A. Davidson & Co., H.C. Wainwright & Co., LLC, The Huntington Investment Company and Robert W. Baird & Co. Incorporated (the “Agents”), to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock, $0.001 par value per share, with gross proceeds up to an aggregate dollar amount of $50,000,000 (the “Shares”). This aggregate offering amount of shares of the Company’s common stock includes any shares that have already been sold by Cantor Fitzgerald & Co. and B. Riley FBR, Inc. through August 17, 2018 to existing sales agreements with the Company that were terminated concurrently with the execution of the Sales Agreement.
to the Sales Agreement, the Shares may be offered and sold through the Agents in transactions deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange or any other existing trading market for the Company’s common stock. Under the Sales Agreement, the Agents will be entitled to compensation of up to 3.0% of the gross proceeds from the sale of the Shares that are sold through the Agents. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitations of offers to buy the Shares and offers to sell the Shares under the Sales Agreement.
The Shares will be issued to the Company’s Registration Statement on Form S-3 (File No. 333-217360). The Company filed a prospectus supplement, dated August 17, 2018, to the prospectus, dated June 19, 2017, with the United States Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.02 by reference.
In connection with the filing of the Sales Agreement, Venable LLP has provided the Company with an opinion regarding the legality of the Shares. A copy of the opinion is attached to this Current Report on Form 8-K as Exhibit 5.1 and is incorporated herein by reference.
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Item 1.02 |
Termination of a Material Definitive Agreement. |
On August 17, 2018, the parties to those certain sales agreements between the Company, Inter-American Management LLC and Global Medical REIT L.P., on the one hand, and each of Cantor and FBR, on the other hand, each dated as of August 25, 2017 (the “Prior Sales Agreements”) executed a notice terminating the Prior Sales Agreements by mutual consent of the parties to Section 11(e) of the Prior Sales Agreements, effective as of the close of business on August 17, 2018.
| Item 1.02 | Financial Statement and Exhibits. |
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Description |
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| 1.1 | Sales Agreement, dated August 17, 2018 by and among the Company, Global Medical REIT L.P. and Inter-American Management LLC, on the one hand, and Cantor Fitzgerald & Co., B. Riley FBR, Inc., BMO Capital Markets Corp., D.A. Davidson & Co., H.C. Wainwright & Co., LLC, The Huntington Investment Company and Robert W. Baird & Co. Incorporated, on the other hand |
| 5.1 | Opinion of Venable LLP |
| 23.1 | Consent of Venable LLP (included in exhibit 5.1) |
Global Medical REIT Inc. ExhibitEX-1.1 2 tv501274_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 GLOBAL MEDICAL REIT INC. UP TO $50,…To view the full exhibit click here
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.
