Subsequent Events |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 | ||
| Subsequent Events [Abstract] | ||
| Subsequent Events [Text Block] |
Note 11 Subsequent Events Annual Performance-Based Equity Awards Approved Subsequent to March 31, 2018
On April 9, 2018, the Board approved the recommendations of the Compensation Committee with respect to the granting of 2018 Annual Performance-Based LTIP Awards (the “2018 Annual Awards”) to the executive officers of the Company and other employees of the Advisor who perform services for the Company. The 2018 Annual Awards were granted pursuant to the Plan. An aggregate of 163,329 target LTIP units were awarded under the 2018 Annual Awards. The number of target LTIP units comprising each 2018 Annual Award is based on the closing price of the Company’s common stock of $7.00 per share on April 9, 2018 (the date of grant), as reported on the New York Stock Exchange, rounded to the next highest whole LTIP unit to eliminate fractional units. The Annual Awards will be subject to the terms and conditions of LTIP Annual Award Agreements (“2018 LTIP Annual Award Agreements”) between the Company and each grantee. The Compensation Committee and Board established performance goals for calendar year 2018, as set forth in Exhibit A to the 2018 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP units earned by each grantee. As soon as reasonably practicable following the last day of the 2018 fiscal year, the Compensation Committee and Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP units that each grantee is entitled to receive. Each grantee may earn up to 150% of the number of his/her target LTIP units. Any 2018 Annual Award LTIP units that are not earned will be forfeited and cancelled.
Vesting. LTIP units that are earned as of the end of the applicable performance period will be subject to vesting, subject to continued employment through each vesting date, in two installments as follows: 50% of the earned LTIP units will become vested as of the earlier of (a) the date in 2019 that the Board approves the number of LTIP units to be awarded pursuant to the performance components set forth in the 2018 LTIP Annual Award Agreements, or (b) the date upon which a change of control occurs; and 50% of the Earned LTIP Units become vested on the one year anniversary of the initial vesting date.
Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the maximum number of LTIP units that the grantee could earn and will be paid with respect to all of the earned LTIP units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP units at the discretion of the Compensation Committee.
Acquisition Completed Subsequent to March 31, 2018 Belpre Facilities On April 19, 2018, the Company, through a wholly-owned subsidiary of its Operating Partnership, closed on the acquisition of a 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 OP Units of the OP, at a per unit price of $9.00. Upon the closing of the acquisition of the Belpre Portfolio, the Company, through a wholly-owned subsidiary of the Operating Partnership, assumed the sellers’ interest, as lessor, in four triple-net leases with Marietta Memorial Hospital, a subsidiary of Memorial Health System. The leases have a weighted average remaining lease term of approximately 13.3 years, with each of the Belpre Portfolio Leases containing three, five-year tenant renewal options. |