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): January 22, 2015
GLOBAL HEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah |
0-15415 |
87-0340206 |
(State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification number) |
3050 Peachtree Road NW, Suite 355, Atlanta GA 30305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 549-4293
______________________________________________________
(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
ITEM 9.01
FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)
Financial Statements
None.
(b)
Pro Forma Financial Information
None
(c)
Exhibits
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10.1 |
Amendment dated January 22, 2015 to Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 112 Ruthlynn Drive, LLC. |
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10.2 |
Amendment dated January 22, 2015 to Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 1310 Third Street, LLC. |
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10.3 |
Amendment dated January 22, 2015 to Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 820 Small Street, LLC. |
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10.4 |
Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and LV Nursing Home, LLC. |
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10.5 |
Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and EP Nursing Home, LLC. |
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10.6 |
Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and CC Nursing Home, LLC. |
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10.7 |
Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and GP Nursing Home, LLC. |
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 thereunto duly authorized.
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Global Healthcare REIT, Inc. (Registrant) |
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Dated: January 26, 2015 |
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__ /s/ Christopher Brogdon Christopher Brogdon, President |
AMENDMENT
THIS AMENDMENT (this Amendment) is made and entered into as of the 22 nd day of January, 2015 (the Effective Date) by and between 820 SMALL STREET, LLC, a Delaware limited liability company (Seller), IHS ACQUISITION NO. 133, INC. , a Delaware corporation (Existing Operator), and GLOBAL HEALTHCARE REIT, INC., a Utah corporation (Purchaser).
RECITALS
Purchaser and Seller are parties to that certain Purchase and Sale Agreement dated as of December 16, 2014 (the Purchase Agreement); and
Purchaser and Seller desire to amend the Purchase Agreement on the terms hereinafter set forth.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1.
Capitalized Terms . Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Purchase Agreement.
2.
Closing Date . Section 1.1 of the Purchase Agreement is hereby amended to change the definition of the term Closing Date from January 31, 2015 to February 27, 2015.
3.
Ratification . Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Purchase Agreement remain in full force and effect.
4.
Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and a facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original or facsimile).
[Signatures on next page]
HNZW/Amendment to Purchase and Sale Agreement _ Grand Prairie.DOC (Grand Prairie)/4232-13
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.
SELLER :
820 SMALL STREET, LLC,
a Delaware limited liability company
By:
__ /s/ Brian Reynolds
Name:
Brian Reynolds
Title:
Manager
EXISTING OPERATOR :
IHS ACQUISITION NO. 133, INC.,
a Delaware corporation
By:
__ /s/ Brian Reynolds
Name:
Brian Reynolds
Title:
Secretary
PURCHASER :
GLOBAL HEALTHCARE REIT, INC.,
a Utah corporation
By:
__ /s/ Christopher F. Brogdon
Name:
Christopher F. Brogdon
Title:
President
HNZW/Amendment to Purchase and Sale Agreement _ Grand Prairie.DOC (Grand Prairie)/4232-13
AMENDMENT
THIS AMENDMENT (this Amendment) is made and entered into as of the 22 nd day of January, 2015 (the Effective Date) by and between 1310 THIRD STREET, LLC, a Delaware limited liability company (Seller), IHS ACQUISITION NO. 140, INC. , a Delaware corporation (Existing Operator), and GLOBAL HEALTHCARE REIT, INC., a Utah corporation (Purchaser).
RECITALS
Purchaser and Seller are parties to that certain Purchase and Sale Agreement dated as of December 16, 2014 (the Purchase Agreement); and
Purchaser and Seller desire to amend the Purchase Agreement on the terms hereinafter set forth.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1.
Capitalized Terms . Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Purchase Agreement.
2.
Closing Date . Section 1.1 of the Purchase Agreement is hereby amended to change the definition of the term Closing Date from January 31, 2015 to February 27, 2015.
3.
Ratification . Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Purchase Agreement remain in full force and effect.
4.
Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and a facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original or facsimile).
[Signatures on next page]
HNZW/Amendment to Purchase and Sale Agreement _ Corpus Christi.DOC (Corpus Christi)/4232-13
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.
SELLER :
1310 THIRD STREET, LLC,
a Delaware limited liability company
By:
__ /s/ Brian Reynolds
Name:
Brian Reynolds
Title:
Manager
EXISTING OPERATOR :
IHS ACQUISITION NO. 140, INC.,
a Delaware corporation
By:
_ /s/ Brian Reynolds
Name:
Brian Reynolds
Title:
Secretary
PURCHASER :
GLOBAL HEALTHCARE REIT, INC.,
a Utah corporation
By:
__ /s/ Christopher F. Brogdon
Name:
Christopher F. Brogdon
Title:
President
HNZW/Amendment to Purchase and Sale Agreement _ Corpus Christi.DOC (Corpus Christi)/4232-13
AMENDMENT
THIS AMENDMENT (this Amendment) is made and entered into as of the 22 nd day of January, 2015 (the Effective Date) by and between 112 RUTHLYNN DRIVE, LLC, a Delaware limited liability company (Seller), IHS ACQUISITION NO. 138, INC. , a Delaware corporation (Existing Operator), and GLOBAL HEALTHCARE REIT, INC., a Utah corporation (Purchaser).
RECITALS
Purchaser and Seller are parties to that certain Purchase and Sale Agreement dated as of December 16, 2014 (the Purchase Agreement); and
Purchaser and Seller desire to amend the Purchase Agreement on the terms hereinafter set forth.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
1.
Capitalized Terms . Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Purchase Agreement.
2.
Closing Date . Section 1.1 of the Purchase Agreement is hereby amended to change the definition of the term Closing Date from January 31, 2015 to February 27, 2015.
3.
Ratification . Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Purchase Agreement remain in full force and effect.
4.
Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and a facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original or facsimile).
[Signatures on next page]
HNZW/Amendment to Purchase and Sale Agreement _ Longview.DOC (Longview)/4232-13
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.
SELLER :
112 RUTHLYNN DRIVE, LLC,
a Delaware limited liability company
By:
_ /s/ Brian Reynolds ___
Name:
Brian Reynolds
Title:
Manager
EXISTING OPERATOR :
IHS ACQUISITION NO. 138, INC.,
a Delaware corporation
By:
__ /s/ Brian Reynolds ___
Name:
Brian Reynolds
Title:
Secretary
PURCHASER :
GLOBAL HEALTHCARE REIT, INC.,
a Utah corporation
By:
___ /s/ Christopher F. Brogdon
Name:
Christopher F. Brogdon
Title:
President
HNZW/Amendment to Purchase and Sale Agreement _ Longview.DOC (Longview)/4232-13
ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, GLOBAL HEALTHCARE REIT, INC., ( Assignor ), hereby transfers and assigns unto LV NURSING HOME, LLC, a Georgia limited liability company ( Assignee ), all of Assignors right, title and interest in and to that certain Purchase and Sale Agreement effective as of December 16, 2014, (the Agreement ), relating to the Facility (as defined in the Agreement) commonly known as Heritage at Longview Healthcare Center, and located at 112 Ruthlynn Drive, Longview, Texas 75605. Assignee hereby assumes all obligations of Assignors under the Agreement with respect to such Facility.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and delivered as of the 22 day of January, 2015.
[Signatures on Next Page]
HNZW/489497_2.doc/4232-13
ASSIGNOR :
Global Healthcare REIT, Inc.,
a Utah corporation
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, President
ASSIGNEE :
LV Nursing Home, LLC,
a Georgia limited liability company
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, Manager
HNZW/489497_2.doc/4232-13
ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, GLOBAL HEALTHCARE REIT, INC., ( Assignor ), hereby transfers and assigns unto EP NURSING HOME, LLC, a Georgia limited liability company ( Assignee ), all of Assignors right, title and interest in and to that certain Purchase and Sale Agreement effective as of December 16, 2014, (the Agreement ), relating to the Facility (as defined in the Agreement) commonly known as Mountain View Healthcare, and located at 1600 Murchison Road, El Paso, Texas 79902. Assignee hereby assumes all obligations of Assignors under the Agreement with respect to such Facility.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and delivered as of the 22 day of January, 2015.
[Signatures on Next Page]
HNZW/489496_2.doc/4232-13
ASSIGNOR :
Global Healthcare REIT, Inc.,
a Utah corporation
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, President
ASSIGNEE :
EP Nursing Home, LLC,
a Georgia limited liability company
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, Manager
HNZW/489496_2.doc/4232-13
ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, GLOBAL HEALTHCARE REIT, INC., ( Assignor ), hereby transfers and assigns unto CC NURSING HOME, LLC, a Georgia limited liability company ( Assignee ), all of Assignors right, title and interest in and to that certain Purchase and Sale Agreement effective as of December 16, 2014, (the Agreement ), relating to the Facility (as defined in the Agreement) commonly known as Harbor View Care Center, and located at 1310-1314 Third Street, Corpus Christi, Texas 78404. Assignee hereby assumes all obligations of Assignors under the Agreement with respect to such Facility.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and delivered as of the 22 day of January, 2015.
[Signatures on Next Page]
HNZW/489491_2.doc/4232-13
ASSIGNOR :
Global Healthcare REIT, Inc.,
a Utah corporation
By:___ /s/ Christopher F. Brogdon
Christopher F. Brogdon, President
ASSIGNEE :
CC Nursing Home, LLC,
a Georgia limited liability company
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, Manager
HNZW/489491_2.doc/4232-13
ASSIGNMENT AND ASSUMPTION
FOR VALUE RECEIVED, GLOBAL HEALTHCARE REIT, INC., ( Assignor ), hereby transfers and assigns unto GP NURSING HOME, LLC, a Georgia limited liability company ( Assignee ), all of Assignors right, title and interest in and to that certain Purchase and Sale Agreement effective as of December 16, 2014, (the Agreement ), relating to the Facility (as defined in the Agreement) commonly known as Grand Prairie Healthcare Center, and located at 820 Small Street, Grand Prairie, Texas 75050. Assignee hereby assumes all obligations of Assignors under the Agreement with respect to such Facility.
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be duly executed and delivered as of the 22 day of January, 2015.
[Signatures on Next Page]
HNZW/489495_2.doc/4232-13
ASSIGNOR :
Global Healthcare REIT, Inc.,
a Utah corporation
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, President
ASSIGNEE :
GP Nursing Home, LLC,
a Georgia limited liability company
By:___ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon, Manager
HNZW/489495_2.doc/4232-13