GLOBAL MEDICAL REIT INC. (OTCMKTS:GBCS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On November 30, 2016, Global Medical REIT Inc. (the
Company) announced that it has entered into agreements to
acquire three rehabilitation hospitals for an aggregate purchase
price of $68,093,000. The three hospitals, discussed further
below, are HealthSouth rehabilitation hospitals in Mesa, AZ,
Altoona, PA and Mechanicsburg, PA.
HealthSouth East Valley Rehabilitation Hospital Mesa,
AZ
On November 29, 2016, the Company, through a wholly owned
subsidiary of the Companys operating partnership, Global Medical
REIT L.P. (the OP), entered into a purchase contract (the
Mesa PSA) with HR ACQUISITION I CORPORATION (the Mesa
Seller) to acquire 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. Serving the residents of Mesa and
East Valley, AZ, the hospital is a 60-bed rehabilitation facility
which was opened in 2009 and contains approximately 52,000 square
feet.
Upon closing of the acquisition of the Mesa Property, the Company
will assume 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 November 29, 2016, the Company, through a wholly owned
subsidiary of the OP, entered into a purchase contract (the
Altoona PSA) with HR ACQUISITION OF PENNSYLVANIA, INC.
(the Altoona Seller) to acquire 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. The 80-bed,
approximately 64,000 square-foot inpatient rehabilitation
hospital specializes in the treatment and rehabilitation of
amputations, brain injury, neurological disorders, orthopedic
conditions, spinal cord injury, and stroke. On-site services
include imaging, pharmacy, dental services, laboratory services,
renal dialysis, therapeutic radiology, electrical stimulation
therapy, upper extremity robotics, diagnostic tools for balance
disorders, and Visi-Pitch IV.
Upon closing of the acquisition of the Altoona Property, the
Company will assume from the Altoona Seller the existing
triple-net lease agreement 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 November 29, 2016, the Company, through a wholly owned
subsidiary of the OP, entered into a purchase contract (the
Mechanicsburg PSA and together with the Mesa PSA and the
Altoona PSA, the Related Contracts and the transactions
contemplated thereby, the Transactions and each a
Transaction) with HR ACQUISITION OF PENNSYLVANIA, INC.
(the Mechanicsburg Seller) to (i) acquire 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 and each a Property) located in
Mechanicsburg, PA from the Mechanicsburg Seller for a purchase
price of $24,198,000; and (ii) accept an assignment of the ground
lessees interest 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). The hospital offers specialized
inpatient rehabilitation services, including imaging, laboratory
services, a pharmacy, and orthotics to promote rehabilitation
from conditions such as joint replacements, stroke, Parkinsons
disease, spinal cord injuries, and traumatic brain injury. The
Mechanicsburg Property covers approximately 80,000 square feet
and contains 75 beds along with 2 private and 35 semi-private
rooms.
Upon closing of the acquisition of the Mechanicsburg Property,
the Company will assume 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 Rehabilitation Corporation
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 Companys obligation to close each of these acquisitions is
subject to certain conditions. The Company has the right to
terminate, without penalty, a Related Contract on or before
December 8, 2016, if, in its sole discretion, it is not satisfied
with the results of its ongoing due diligence investigation of a
Property. Upon any such termination, the other Related Contracts
will automatically terminate. Further, each of the Transactions
is contingent on the other two, so the Company will not close one
without closing the other two. The Companys due diligence period
under each Related Contract expires on December 8, 2016, at which
time the Companys earnest money deposits become non-refundable.
Upon the expiration of the due diligence period, the Company is
obligated to fund an additional deposit under each of the Related
Contracts. If the Company terminates a Related Contract after the
expiration of the due diligence period, it will forfeit the
initial earnest money deposit and the additional deposit
referenced in the preceding sentence. All deposits will be
applied to the purchase price in each Transaction. The
Transactions also are subject to other customary terms and
conditions as set forth in the Related Contracts. Although the
Company believes completion of these acquisitions is probable,
there is no assurance that the Company will close them.
The above descriptions of the terms and conditions of the Related
Contracts 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
Related Contracts are set forth in the Related Contracts that are
filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 to this
Current Report on Form 8-K and are incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure
A copy of the Companys press release, dated November 30, 2016,
announcing the Transactions is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
On November 29, 2016, the Company updated a presentation
concerning the Company on its website,
www.globalmedicalreit.com, on the Investors page.
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
acquisitions described in this report on the terms and conditions
described herein and the 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.
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 November 29, 2016, between GMR MESA, LLC and HR ACQUISITION I CORPORATION. |
|
| 10.2 |
Purchase Agreement dated as of November 29, 2016, between GMR ALTOONA, LLC and HR ACQUISITION OF PENNSYLVANIA, INC. |
|
| 10.3 |
Purchase Agreement dated as of November 29, 2016, between GMR MECHANICSBURG, LLC, HR ACQUISITION OF PENNSYLVANIA, INC. and PENNSYLVANIA HRT, INC. |
|
| 99.1 | Press release dated November 30, 2016. |
About GLOBAL MEDICAL REIT INC. (OTCMKTS:GBCS)
Global Healthcare REIT, Inc. operates as a real estate investment trust (REIT) for the purpose of investing in real estate and other assets related to the healthcare industry. The Company acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company owns approximately nine healthcare properties, which are leased to third-party operators under triple-net operating terms. The Company’s approximately nine assisted-living facilities include Middle GA Nursing Home; Warrenton Nursing Home (Warrenton); Southern Hills Retirement Center; Goodwill Nursing Home; Edwards Redeemer Health & Rehab; Providence of Sparta Nursing Home; Providence of Greene Point Healthcare Center; Meadowview Healthcare Center, and Golden Years Manor Nursing Home. The Company’s Southern Hills Retirement Center consists of an Assisted Living facility (ALF), an Independent Living facility (ILF) and a Skilled Nursing facility (SNF). GLOBAL MEDICAL REIT INC. (OTCMKTS:GBCS) Recent Trading Information
GLOBAL MEDICAL REIT INC. (OTCMKTS:GBCS) closed its last trading session up +0.020 at 0.420 with 5,780 shares trading hands.