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.
Carrus Specialty Hospital and Carrus Rehabilitation
Hospital Sherman, Texas
On May 17, 2017, Global Medical REIT, Inc. (the Company) entered
into a purchase contract (the Purchase Agreement) with SDB
Partners, LLC, a Texas limited liability company (the Seller), to
acquire a 81,352 square-foot, post-acute care facility in
Sherman, Texas consisting of (i) a 29,642 square-foot long-term
acute care hospital known as Carrus Specialty Hospital, (ii) a
34,181 inpatient rehabilitation hospital known as Carrus
Rehabilitation Hospital, (iii) 5,529 square feet of first-floor
shell space (the First-Floor Shell Space) and (iv) 12,000 square
feet of second-floor shell space, for an aggregate purchase price
of $26 million (collectively, the Facility). Subject to certain
conditions, the Company also has agreed to provide a tenant
improvement allowance of $2 million that is to be used to build
out the First-Floor Shell Space (the Build-Out Improvements).
Additionally, subject to certain conditions, if the tenant
completes the Build-Out Improvements, between the second and
fifth year of the lease term, the tenant may request the Company
make a follow-on capital payment to the tenant for the purpose of
expanding the facilities equal to the least of (a) the difference
between (i) the appraised value of the Facility after completion
of the Build-Out Improvements, less (ii) the sum of (A) the
aggregate purchase price plus capitalized closing expenses and
(B) the tenant improvement allowance, (b) $5 million or (c) the
amount necessary so that the tenants trailing 12 month net
operating income before interest, income taxes, depreciation,
amortization, rent and management fees exceeds the tenants
increased rent (such increase based on the Return Rate (defined
below) on the follow-on capital payment) at a ratio of 2.25 to 1.
The Seller currently leases the Carrus Specialty Hospital to its
operator, Texoma Hospital Partners, LLC, (THP) and the Carrus
Rehabilitation Hospital to its operator, Carrus Rehabilitation
Hospital, LLC (Carrus Rehab). Upon the closing of the acquisition
of the Facility, the Company intends, through a wholly-owned
subsidiary of the Companys operating partnership, Global Medical
REIT, L.P., to enter into a new absolute triple-net lease
agreement (the Lease), to which the subsidiary, as landlord, will
lease the Facility to the Seller, as tenant. The Seller then
intends to enter into two separate subleases with THP and Carrus
Rehab. The Lease will have a 20-year term, subject to two
consecutive 10-year renewal options by the tenant. Initial rent
will equal the product of (i) 8.8% (the Return Rate) and (B) the
sum of the of the aggregate purchase price plus capitalized
closing expenses, subject to annual rent escalations of 2.5%,
beginning after the second (2nd) year of the lease
term. Carrus Healthcare, LLC, a Texas limited liability company,
THP and Carrus Rehab intend to serve as guarantors of the Lease
on a joint and several basis.
The Companys obligation to close the acquisition is subject to
certain conditions. The Company has the right to terminate,
without penalty, the Purchase Agreement on or before July 1,
2017, if, in its sole discretion, it is not satisfied with the
results of its ongoing due diligence investigation, at which time
the Companys earnest money deposit in the amount of $100,000
becomes non-refundable. The Purchase Agreement is also subject to
other customary terms and conditions as set forth in the Purchase
Agreement. Although the Company believes completion of this
acquisition is probable, there is no assurance that the Company
will close this acquisition.
The above descriptions of the terms and conditions of the
Purchase Agreement 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 Purchase Agreement are set forth in the Purchase Agreement
that is filed as Exhibit10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Companys press release, dated May 23, 2017
announcing the transaction is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in Exhibit99.1 referenced in Item 9.01 below is
being furnished and, as such, shall not be deemed to be filed for
the purposes of Section18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
Sectionand 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.
Forward-Looking Statements
This report contains statements that are forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933, as amended, and Section21E 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 expected closing date of this acquisition
and the execution of the lease with the stated expected lease
terms. 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.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | |
| 10.1 |
Purchase Agreement, dated May 17, 2017, by and between Global Medical REIT Inc. and SDB Partners, LLC. |
|
| 99.1 | Press Release dated May 23, 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 00.00 at 9.63 with 55,501 shares trading hands.