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 28, 2015
GLOBAL HEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
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Utah |
0-15415 |
87-0340206 |
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(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
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(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 |
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ITEM 1.02 |
TERMINATION OF A MATERIAL DEFINITIVE AGREEMENTS |
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Global Healthcare REIT, Inc. (the “Company”) previously announced that it had entered into four (4) Purchase and Sale Agreements (each a “PSA”) pursuant to which it had the right to acquire, through wholly-owned subsidiaries formed for that purpose, four additional skilled nursing facilities, all located in the State of Texas. The consummation of each PSA was subject to numerous conditions customary to transactions of this nature, including the completion of satisfactory due diligence by the Company during a due diligence period which expired 45 days following the execution of each PSA. |
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Effective January 28, 2015, the Company exercised its right under each of the PSA’s and delivered its Notice of Termination for each of the four Texas facilities.
The Company is in continuing discussions with the Seller of the four facilities in an effort to revive the agreements; however, there can be no assurance that those efforts will be successful. |
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10.1
10.2
10.3
10.4 |
Notice of Termination of Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 112 Ruthlynn Drive, LLC.
Notice of Termination of Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 1600 Murchison, LLC.
Notice of Termination of Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 1310 Third Street, LLC.
Notice of Termination of Purchase and Sale Agreement dated December 16, 2014 between Global Healthcare REIT, Inc. and 820 Small Street, LLC. |
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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 thereunto duly authorized.
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Global Healthcare REIT, Inc. (Registrant) |
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Dated: February 4, 2015 |
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__ / s/ Christopher Brogdon Christopher Brogdon, President |
GLOBAL HEALTHCARE REIT, INC.
TWO BUCKHEAD PLAZA
3050 PEACHTREE ROAD NW, SUITE 355
ATLANTA, GEORGIA 30305
January 28, 2015
BY FAX (443) 761-6453
AND BY FEDERAL EXPRESS
112 Ruthlynn Drive, LLC
1422 Clarkview Road
Baltimore, Maryland 21209
Attn: Brian K. Reynolds
Re:
Purchase and Sale Agreement dated as of December 16, 2014 by and among 112 Ruthlynn Drive, LLC (“ Seller ”), IHS Acquisition No. 138, Inc. (“ Existing Operator ”), and Global Healthcare REIT, Inc. (“ Global ”), as amended by amendment dated January 22, 2015 (“ Purchase Agreement ”), which Purchase Agreement was assigned by Global to LV Nursing Home, LLC (“ Purchaser ”) pursuant to Assignment and Assumption dated January 22, 2015
Dear Mr. Reynolds:
Pursuant to Section 3.2 of the Purchase Agreement, this letter shall serve as Purchaser’s notice of termination of the Purchase Agreement and demand for return of the Deposit.
Sincerely,
LV Nursing Home, LLC
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
Manager
Global Healthcare REIT, Inc.
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
President
cc:
Steven Rosenfeld, Esq. ( via fax and Federal Express )
Gregory D. Hughes, Esq. ( via fax and Federal Express )
493945
GLOBAL HEALTHCARE REIT, INC.
TWO BUCKHEAD PLAZA
3050 PEACHTREE ROAD NW, SUITE 355
ATLANTA, GEORGIA 30305
January 28, 2015
BY FAX (443) 761-6453
AND BY FEDERAL EXPRESS
1600 Murchison, LLC
1422 Clarkview Road
Baltimore, Maryland 21209
Attn: Brian K. Reynolds
Re:
Purchase and Sale Agreement dated as of December 16, 2014 by and among 1600 Murchison, LLC (“ Seller ”), Integrated Health Services at Hanover House, Inc. (“ Existing Operator ”), and Global Healthcare REIT, Inc. (“ Global ”), as amended by amendment dated January 22, 2015 (“ Purchase Agreement ”), which Purchase Agreement was assigned by Global to EP Nursing Home, LLC (“ Purchaser ”) pursuant to Assignment and Assumption dated January 22, 2015
Dear Mr. Reynolds:
Pursuant to Section 3.2 of the Purchase Agreement, this letter shall serve as Purchaser’s notice of termination of the Purchase Agreement and demand for return of the Deposit.
Sincerely,
EP Nursing Home, LLC
By:__ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
Manager
Global Healthcare REIT, Inc.
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
President
cc:
Steven Rosenfeld, Esq. ( via fax and Federal Express )
Gregory D. Hughes, Esq. ( via fax and Federal Express )
493956
GLOBAL HEALTHCARE REIT, INC.
TWO BUCKHEAD PLAZA
3050 PEACHTREE ROAD NW, SUITE 355
ATLANTA, GEORGIA 30305
January 28, 2015
BY FAX (443) 761-6453
AND BY FEDERAL EXPRESS
1310 Third Street, LLC
1422 Clarkview Road
Baltimore, Maryland 21209
Attn: Brian K. Reynolds
Re:
Purchase and Sale Agreement dated as of December 16, 2014 by and among 1310 Third Street, LLC (“ Seller ”), IHS Acquisition No. 140, Inc. (“ Existing Operator ”), and Global Healthcare REIT, Inc. (“ Global ”), as amended by amendment dated January 22, 2015 (“ Purchase Agreement ”), which Purchase Agreement was assigned by Global to CC Nursing Home, LLC (“ Purchaser ”) pursuant to Assignment and Assumption dated January 22, 2015
Dear Mr. Reynolds:
Pursuant to Section 3.2 of the Purchase Agreement, this letter shall serve as Purchaser’s notice of termination of the Purchase Agreement and demand for return of the Deposit.
Sincerely,
CC Nursing Home, LLC
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
Manager
Global Healthcare REIT, Inc.
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
President
cc:
Steven Rosenfeld, Esq. ( via fax and Federal Express )
Gregory D. Hughes, Esq. ( via fax and Federal Express )
493954
GLOBAL HEALTHCARE REIT, INC.
TWO BUCKHEAD PLAZA
3050 PEACHTREE ROAD NW, SUITE 355
ATLANTA, GEORGIA 30305
January 28, 2015
BY FAX (443) 761-6453
AND BY FEDERAL EXPRESS
820 Small Street, LLC
1422 Clarkview Road
Baltimore, Maryland 21209
Attn: Brian K. Reynolds
Re:
Purchase and Sale Agreement dated as of December 16, 2014 by and among 820 Small Street, LLC (“ Seller ”), IHS Acquisition No. 133, Inc. (“ Existing Operator ”), and Global Healthcare REIT, Inc. (“ Global ”), as amended by amendment dated January 22, 2015 (“ Purchase Agreement ”), which Purchase Agreement was assigned by Global to GP Nursing Home, LLC (“ Purchaser ”) pursuant to Assignment and Assumption dated January 22, 2015
Dear Mr. Reynolds:
Pursuant to Section 3.2 of the Purchase Agreement, this letter shall serve as Purchaser’s notice of termination of the Purchase Agreement and demand for return of the Deposit.
Sincerely,
GP Nursing Home, LLC
By:__ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
Manager
Global Healthcare REIT, Inc.
By:_ _ /s/ Christopher F. Brogdon
Christopher F. Brogdon,
President
cc:
Steven Rosenfeld, Esq. ( via fax and Federal Express )
Gregory D. Hughes, Esq. ( via fax and Federal Express )
493953