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):
May 16, 2013 (May 10, 2013)
American Realty Capital Healthcare Trust
II, Inc.
(Exact Name of Registrant as Specified in
Charter)
| Maryland |
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333-184677 |
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38-3888962 |
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(State or other jurisdiction
of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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405 Park Avenue
New York, New York 10022 |
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(Address, including zip code,
of Principal Executive Offices)
Registrant's telephone number,
including area code: (212) 415-6500 |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 10, 2013, American Realty Capital Healthcare Trust II,
Inc. (the “Company”), through a subsidiary of its operating partnership, closed its acquisition of the fee simple interest
in a Fresenius dialysis center located in Winfield, Alabama. The seller of the property was TST Appleton South, LLC, an entity
which has no material relationship with the Company, and the acquisition was not an affiliated transaction.
The property contains 5,564 rentable square feet and the tenant
provides kidney dialysis services and renal care products for its patients.
The property is 100% leased to Fresenius Medical Care of Northwest
Alabama, a subsidiary of Fresenius Medical Care Holdings, Inc., which guarantees the lease. The lease is net whereby the tenant
is required to pay substantially all operating expenses, excluding all costs to maintain and repair the roof and structure of the
building, in addition to base rent. The lease has an original 15-year term which commenced in March 2008 and expires in February
2023. The lease contains rental escalations of 10% every 5 years and has three renewal options of five years each. The annualized
straight-line rental income for the initial term will be $0.2 million or $28.40 per rentable square foot.
The contract purchase price of the property was $1.9
million. The Company funded the acquisition of the property with proceeds from its ongoing public offering.
A copy of the press release announcing the Company’s acquisition
of the Fresenius dialysis center is attached to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired (Lessees) |
Set forth in this Item 9.01(a) are summary financial statements
of the parent of the guarantor of the lease, Fresenius Medical Care AG & Co. KGaA (“Fresenius”), as described under
Item 2.01 of this Current Report on Form 8-K. Fresenius currently files its financial statements in reports filed with the SEC,
and the following summary financial data regarding Fresenius are taken from such filings:
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Three Months Ended | | |
Years Ended | |
| (Amounts in Thousands) | |
March
31,
2013 | | |
December 31, 2012 | | |
December 31, 2011 | | |
December 31, 2010 | |
| Consolidated Condensed Statements of Income | |
| | |
| | |
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| Net revenue | |
$ | 3,463,921 | | |
$ | 13,800,282 | | |
$ | 12,570,515 | | |
$ | 11,844,194 | |
| Operating income | |
| 493,313 | | |
| 2,218,573 | | |
| 2,074,892 | | |
| 1,923,805 | |
| Net income | |
| 225,499 | | |
| 1,186,809 | | |
| 1,071,154 | | |
| 987,517 | |
| (Amounts in Thousands) | |
March
31,
2013 | | |
December
31, 2012 | | |
December 31, 2011 | | |
December 31, 2010 | |
| Consolidated Condensed Balance Sheets | |
| | | |
| | | |
| | | |
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| Total assets | |
$ | 22,139,663 | | |
$ | 22,325,998 | | |
$ | 19,532,850 | | |
$ | 17,094,661 | |
| Long-term debt and capital lease obligations | |
| 7,360,613 | | |
| 7,841,914 | | |
| 5,494,810 | | |
| 4,309,676 | |
| Total liabilities | |
| 12,244,196 | | |
| 12,595,478 | | |
| 11,061,342 | | |
| 9,291,041 | |
| Total shareholders | |
| 9,344,065 | | |
| 9,207,260 | | |
| 8,061,017 | | |
| 7,523,911” | |
| Exhibit No. |
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Description |
| 99.1 |
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Press Release dated May 16, 2013 |
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 hereunto duly authorized.
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AMERICAN REALTY CAPITAL HEALTHCARE TRUST II, INC. |
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Date: May 16, 2013 |
By: |
/s/ Thomas P. D’Arcy |
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Thomas P. D’Arcy |
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Chief Executive Officer |
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