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)



___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

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

___

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






 

 

ITEM 1.01

ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS

 

 

 

 

As previously announced, effective December 16, 2014, Global Healthcare REIT, Inc. (the “Company”) entered into four (4) Purchase and Sale Agreements (each a “PSA”) pursuant to which it has the right to acquire, through wholly-owned subsidiaries formed for that purpose, four additional skilled nursing facilities, all located in the State of Texas.  These facilities are located in Longview, Corpus Christi, Grand Prairie and Mountain View.  The PSA’s covering Longview, Corpus Christie and Grand Prairie were scheduled to be consummated on or before January 31, 2015.  


Effective January 22, 2015, the Company entered into Amendments to the Longview, Corpus Christi and Grand Prairie PSA’s (“Amendments”), each Amendment extending the Closing Date (as that term is defined within each Purchase and Sale Agreement) to February 27, 2015.  


 

ITEM 8.01   OTHER EVENTS

 

 

 

To consummate the four PSA’s identified in Item 1.01 above, the Company formed the following wholly-owned subsidiaries:  CC Nursing Home, LLC, GP Nursing Home, LLC, LV Nursing Home, LLC, and EP Nursing Home, LLC.


Effective January 22, 2015, the Company, as Assignor, assigned all of its right, title and interest in and to each Purchase and Sale Agreement to the respective wholly-owned subsidiary formed for the purpose of acquiring the facilities which are the subject of the Purchase and Sale Agreement(s).

 

 

 

 

 

ITEM 9.01

FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(a)

Financial Statements


None.  


(b)

Pro Forma Financial Information


None


(c)

Exhibits


 

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.

 

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.

 

 

 

 

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.

 

 

 

 

10.4

Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and LV Nursing Home, LLC.

 

 

 

 

10.5

Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and EP Nursing Home, LLC.

 

 

 

 

10.6

Assignment and Assumption dated January 22, 2015 between Global Healthcare REIT, Inc. and CC Nursing Home, LLC.

 

 

 

 

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.


 

 

Global Healthcare REIT, Inc.

(Registrant)

 

 

 

 

 

Dated:  January 26, 2015

 

__ /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 Assignor’s 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 Assignor’s 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 Assignor’s 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 Assignor’s 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