Note 1 – Organization

 

Global Medical REIT Inc. (the “Company”) is a Maryland corporation engaged primarily in the acquisition of licensed, state-of-the-art, purpose-built healthcare facilities and the leasing of these facilities to leading clinical operators with dominant market share. The Company is externally managed and advised by Inter-American Management, LLC (the “Advisor”). The Company has nine wholly owned Delaware limited liability company subsidiaries that were formed solely to own the Company’s facilities. These wholly owned subsidiaries as of June 30, 2016 are as follows: GMR Reading, LLC; GMR Melbourne, LLC; GMR Westland, LLC; GMR Plano, LLC; GMR Memphis Exeter, LLC; GMR Memphis, LLC; GMR Pittsburgh, LLC; GMR Asheville, LLC, and GMR Omaha, LLC.

 

On March 14, 2016, the Company and its wholly owned subsidiary, Global Medical REIT GP LLC, a Delaware limited liability company (the “GP”), entered into an Agreement of Limited Partnership pursuant to which the Company serves as the initial limited partner, and the GP serves as the sole general partner, of the Company’s operating partnership, Global Medical REIT L.P., a Delaware limited partnership (the “Operating Partnership”). The Company has contributed all of its healthcare facilities to the Operating Partnership in exchange for common units of limited partnership in the Operating Partnership and intends to conduct all future acquisition activity and operations through the Operating Partnership.

 

 

On June 13, 2016, in anticipation of the Company’s initial public offering, the board of directors of the Company approved an amendment and restatement of the Company’s Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective on that date. The following is a summary of the amendments to the Bylaws. In addition to the amendments described below, the Bylaws include certain changes to clarify language and consistency with Maryland law and the listing requirements of the New York Stock Exchange and to make various technical revisions and non-substantive changes.

 

The Bylaws were amended to provide for the following matters, among others:

 

 

On June 28, 2016, the Company, the Advisor, and Global Medical REIT L.P. entered into an Underwriting Agreement with Wunderlich Securities, Inc., as representative of the several underwriters named therein, relating to the offer and sale of the Company’s common stock in its initial public offering. As disclosed in Note 10, “Subsequent Events,” on July 1, 2016, the Company closed its initial public offering and issued 13,043,479 shares of its common stock at a price of $10.00 per share resulting in gross proceeds of $130,434,790. After deducting underwriting discounts, advisory fees, and commissions of $9,661,160, the Company received net proceeds from the offering of $120,773,630. Additionally, on July 11, 2016 the underwriters exercised their over-allotment option in full, resulting in the issuance by the Company of an additional 1,956,521 shares of the Company’s common stock at a price of $10.00 per share for gross proceeds of $19,565,210. After deducting underwriting discounts, advisory fees, and commissions of $1,369,565, the Company received net proceeds from the over-allotment option shares of $18,195,645. Transaction costs incurred in connection with the offering were approximately $1,581,259. As disclosed in Note 2 – “Summary of Significant Accounting Policies,” these transaction costs have been deferred and are recorded as a deferred asset on the accompanying Consolidated Balance Sheet as of June 30, 2016. Total shares issued by the Company in the initial public offering, including over-allotment option shares, were 15,000,000. Refer to Note 10, “Subsequent Events,” for additional details, including the use of proceeds from the offering.

 

In connection with the Company’s initial public offering, the Company’s common stock was listed on the New York Stock Exchange under the ticker symbol “GMRE.”