UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

 

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 22, 2018 (April 19, 2018)

 

Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)

 

Maryland 001-37815 46-4757266
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (I.R.S. Employer
Identification No.)
     
 

2 Bethesda Metro Center, Suite 440

Bethesda, MD

20814

 
  (Address of Principal Executive Offices)
(Zip Code)
 
     
Registrant’s Telephone Number, Including Area Code: (202) 524-6851
 
Not Applicable
(Former name or former address, if changed since last report)

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

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.  ¨

 

 

 

 

 

 

Explanatory Note

 

On April 24, 2018, Global Medical REIT Inc. (the “Company”) announced that on April 19, 2018 it, through a wholly-owned subsidiary of its operating partnership, Global Medical REIT L.P. (the “OP”), closed on the acquisition of an aggregate 155,600 square-foot portfolio of four medical office buildings (the “Belpre Portfolio”) and a right of first refusal to purchase a fifth, yet to be built, medical office building on the same campus. The aggregate purchase price of the Belpre Portfolio was $64.2 million, $5.5 million of which was paid in the form of common units of the OP.

 

This Current Report on Form 8-K/A amends Item 9.01 of the original Form 8-K filed on April 24, 2018 to present the historical financial statements and the unaudited pro forma financial information required to be filed by Item 9.01 (a) and (b), for the Company’s acquisition of the Belpre Portfolio.

 

Item 9.01Financial Statements and Exhibits.

 

(a)Financial Statements of Business Acquired

 

The statements of revenues and certain operating expenses of the Belpre Portfolio for the three months ended March 31, 2018 (unaudited) and the year ended December 31, 2017, along with the accompanying notes to the statements of revenues and certain operating expenses for the periods presented, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.

 

(b)Unaudited Pro Forma Financial Information

 

This Current Report on Form 8-K/A includes the Company’s unaudited pro forma consolidated balance sheet as of March 31, 2018, the Company’s unaudited pro forma consolidated statements of operations for the three months ended March 31, 2018 and the year ended December 31, 2017, the notes to the unaudited pro forma consolidated financial statements for those periods, and the unaudited pro forma statement of taxable operating results and cash to be made available by operations for the year ended December 31, 2017. This unaudited consolidated financial information is filed as Exhibit 99.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.

 

This unaudited pro forma financial information is not necessarily indicative of the expected financial position or results of the Company’s operations for any future period. Differences could result from numerous factors, including future changes in the Company’s portfolio of investments, changes in interest rates, changes in the Company’s capital structure, changes in property level operating expenses, changes in property level revenues, including rents expected to be received from the Company’s existing leases or leases the Company may enter into during and after 2018, and for other reasons.

 

(d)Exhibits

 

Exhibit No.   Description
99.1   Statements of revenues and certain operating expenses of the Belpre Portfolio for the three months ended March 31, 2018 (unaudited) and the year ended December 31, 2017, and the notes to the statements of revenues and certain operating expenses for the periods presented.
99.2   Unaudited pro forma consolidated balance sheet as of March 31, 2018, unaudited pro forma consolidated statements of operations for the three months ended March 31, 2018 and for the year ended December 31, 2017, the notes to the unaudited pro forma consolidated financial statements for those periods, and the unaudited pro forma statement of taxable operating results and cash to be made available by operations for the year ended December 31, 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.

 

Global Medical REIT Inc.

       
  By:  /s/ Jamie A. Barber  
    Jamie A. Barber  
    Secretary and General Counsel

Dated: June 22, 2018

 

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