Item 1.01 Entry into a Material Definitive
Agreement
Great Bend Regional Hospital –
Great Bend, Kansas
On April 5, 2017, Global Medical REIT Inc.
(the “
Company
”) announced that on March 31, 2017, it, through a wholly owned subsidiary of the Company’s
operating partnership, Global Medical REIT, L.P. (the “
OP
”), closed on the acquisition of 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. The Company previously reported on a Current Report on Form 8-K filed with the United States Securities and
Exchange Commission (the “
Commission
”) on January 4, 2017 that it had entered into a purchase contract (the
“
Great Bend PSA
”) with Great Bend Surgical Properties, LLC (“
GB Seller
”) to acquire the GB
Property.
Upon the closing of the acquisition of
the GB Property, the Company entered into a triple-net lease agreement (the “
GB Lease
”) with GB Seller pursuant
to which the GB Property is leased to Great Bend Regional Hospital, LLC (“
GB Tenant
”), a physician owned group,
with a lease term of fifteen years with two ten-year renewal options, which lease is 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 for the GB Property
is currently $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 Great Bend PSA and GB Lease 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 and lease are set
forth in the Great Bend PSA, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the
Commission on January 4, 2017 and the GB Lease that is filed as Exhibit 10.1 to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference.
OCOM Hospital, OCOM Physical Therapy
and OCOM North Ambulatory Surgical Center – Oklahoma City, Oklahoma
On April 5, 2017, the Company announced
that on March 31, 2017 it, through a wholly owned subsidiary of the OP, closed on the acquisition of a 69,811 square-foot surgical
hospital (the “
Hospital
”), a 20,434 square-foot physical therapy center (the “
PT Center
,”
together with the Hospital, “
OCOM South
”), and a 10,086 square-foot outpatient ambulatory surgery center (“
OCOM
North
”) located in Oklahoma City, Oklahoma for an aggregate purchase price of $49,500,000. The Company previously reported
on a Current Report on Form 8-K filed with the Commission on February 2, 2017 that it had entered into a purchase contract (the
“
Cruse Purchase Agreement
”) with CRUSE-TWO, L.L.C., an Oklahoma limited liability company (“
Cruse-Two
”),
and CRUSE-SIX, L.L.C., an Oklahoma limited liability company (“
Cruse-Six
”) to acquire OCOM South and OCOM North.
Upon closing of the acquisition of OCOM
South, the Company assumed the existing absolute triple-net lease agreement (the “
OCOM South Lease
”), pursuant
to which OCOM South is leased from Cruse-Two to Oklahoma Center for Orthopedic & Multi-Specialty Surgery, LLC (“
OCOM
”)
with a remaining initial lease term expiring September 1, 2033, subject to three consecutive five-year renewal options by the tenant.
25% of the rent is guaranteed by United Surgical Partners International, Inc. (“
USPI
”) and 25% of the rent is
guaranteed by INTEGRIS Health, Inc. (“
INTEGRIS
”).
Upon the closing of the acquisition of
OCOM South, the Company, through a subsidiary of the OP, entered into a new absolute triple-net lease agreement (the “
Master
Lease
,”), pursuant to which the subsidiary, as master landlord, will lease OCOM South to Cruse-Two, as master tenant.
The Master Lease has a five-year term. Initial rent is $3,138,912, subject to annual rent escalations of 1.4%. The OCOM South Lease
became a sublease under the Master Lease upon commencement of the Master Lease. USPI and INTEGRIS will continue to serve as guarantors
of the OCOM South Lease in the percentages set forth above, while the Master Lease has no lease guarantees. Upon the expiration
of the Master Lease, the OCOM South Lease will become a direct lease with an annual rent of $3,365,188, subject to annual rent
escalations of 2.0% until lease expiration on September 1, 2033.
Under the Master Lease, OCOM will continue
to be responsible for all lease payments due under the OCOM South Lease, which amounts will be paid directly to the Master Tenant,
while Cruse-Two will be responsible for payment of the additional rent amounts payable under the Master Lease. GMR Oklahoma City,
LLC (“
GMR Oklahoma City
”), Cruse-Two, and Raymond James & Associates, Inc. (the “
Broker
”)
have entered into a Securities Account Control Agreement, dated March 31, 2017, pursuant to which Cruse-Two has granted GMR Oklahoma
City a first priority secured interest in the securities account maintained by the Broker for GMR Oklahoma City.
Upon closing of the acquisition of OCOM
North, the Company assumed the existing absolute triple-net lease agreement (the “
OCOM North Lease
”) pursuant
to which OCOM North is leased from Cruse-Six, as landlord, to OCOM, as tenant, with a remaining initial lease term expiring on
July 31, 2022, subject to two consecutive five-year renewal options by the tenant. The annual rent under the OCOM North Lease for
OCOM North is currently $383,161, subject to annual increases equal to the CPI (never to decrease and not to exceed 4.0% over the
prior year’s rent and not to exceed an overall increase of 2.5% per year, compounded annually).
The above descriptions of the terms and
conditions of the OCOM South Lease and OCOM North Lease 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 OCOM South Lease and
OCOM North Lease are set forth in the OCOM South Lease and the OCOM North Lease that are filed as Exhibit 10.2 and Exhibit 10.3,
respectively, to the Company’s Current Report on Form 8-K filed with the Commission on February 2, 2017 and are incorporated
herein by reference.