Current Report Filing (8-k)
June 30 2017 - 4:08PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): (June 30, 2017) June 28, 2017
Global
Medical REIT Inc.
(Exact name of registrant as specified in its charter)
Maryland
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001-37815
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46-4757266
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4800 Montgomery Lane, Suite 450
Bethesda, MD
20814
(Address of Principal Executive Offices)
(Zip Code)
(202) 524-6851
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
x
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On June 28, 2017,
Global Medical REIT Inc., a Maryland corporation (the “Company”), Inter-American Management LLC and Global Medical
REIT L.P. entered into an Underwriting Agreement (the “Underwriting Agreement”) with Janney Montgomery Scott LLC, as
representative of the several underwriters named therein (the “Underwriters”), relating to the offer and sale (the
“Offering”) of an aggregate of 3,500,000 shares (the “Shares”) of the Company’s common stock, par
value $0.001 per share (the “Common Stock”) at a price to the public of $9.00 per share (the “Offering Price”).
The Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at the Offering Price
for the 11,110 Shares purchased by Jeffrey Busch and his affiliates and $8.505 per Share for the remainder of the Shares. Pursuant
to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to an aggregate of 525,000
additional shares of Common Stock held by the Company. The material terms of the Offering are described in the prospectus, dated
June 28, 2017 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”)
on June 28, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The
Offering is registered with the Commission pursuant to a Registration Statement on Form S-3, as amended (File No. 333-217360),
initially filed by the Company on April 18, 2017.
The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The
Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and
to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The
Offering closed today on June 30, 2017 and the Company received total gross proceeds from the Offering of approximately $31.5
million. As described in the Prospectus, the Company intends to contribute the net proceeds of the Offering to its
Operating Partnership in exchange for Operating Partnership units in the Operating Partnership. The Company’s
Operating Partnership intends to use the net proceeds from the Offering to repay $25.0 million of the outstanding
indebtedness under its revolving credit facility and to fund acquisitions or for other general corporate purposes. Amounts
repaid under the revolving credit facility may be re-borrowed from time to time, subject to the terms of the facility, and
the Company intends to do so in the future to fund its capital program. The initial termination date of the revolving credit
facility is December 2, 2019 which could be extended for one year in the case that no event of default occurs. As of March
31, 2017, the Company had $128.9 million in borrowings outstanding under the revolving credit facility, which bore a weighted
average interest rate of approximately 2.92%. Borrowings under the revolving credit facility were primarily incurred to fund
acquisitions.
The foregoing description
is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
In
connection with the Offering, 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 7.01
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Regulation FD Disclosure.
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On June 28, 2017,
the Company announced it had priced its Offering of 3,500,000 shares of Common Stock. A copy of the press release is furnished
as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished
pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act unless
specifically identified therein as being incorporated therein by reference.
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Item 9.01
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Financial Statement and Exhibits.
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(d) Exhibits
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of June 28, 2017, by and among Global Medical REIT Inc., Inter-American Management LLC, Global Medical REIT L.P. and Janney Montgomery Scott LLC, as representative of the several underwriters named therein
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5.1
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Opinion of Venable LLP
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23.1
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Consent of Venable LLP (contained in Exhibit 5.1)
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99.1
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Press release dated June 28, 2017
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Global Medical REIT Inc.
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By:
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/s/ Jamie A. Barber
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Jamie A. Barber
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Secretary and General Counsel
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Dated: June 30, 2017
EXHIBIT INDEX
Exhibit No.
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Description
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1.1
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Underwriting Agreement, dated as of June 28, 2017, by and among Global Medical REIT Inc., Inter-American Management LLC, Global Medical REIT L.P. and Janney Montgomery Scott LLC, as representative of the several underwriters named therein
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5.1
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Opinion of Venable LLP
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23.1
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Consent of Venable LLP (contained in Exhibit 5.1)
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99.1
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Press release dated June 28, 2017
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