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): February 19, 2014
PHYSICIANS REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland |
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001-36007 |
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46-2519850 |
250 East Wisconsin Avenue, Suite 1900 Milwaukee, Wisconsin |
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53202 |
Registrants telephone number, including area code: (414) 978-6494
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 19, 2014, Physicians Realty Trust (the Company) through its operating partnership, Physicians Realty L.P. (Operating Partnership), entered into and closed an agreement of sale and purchase (the Agreement) with Foundation Bariatric Real Estate of San Antonio, LLLP (the Seller) to purchase the surgical hospital located in San Antonio, Texas. The hospital occupies approximately 46,000 square feet, is 100% occupied and is being acquired for approximately $18.9 million in cash minus an amount equal to the principal balance, accrued interest and fees related to certain indebtedness with respect the surgical hospital to be assumed by the Company at the closing (Property Debt). As of February 19, 2014, the principal balance of the Property Debt was approximately $10.8 million. The surgical hospital is leased to Foundation Bariatric Hospital of San Antonio, L.L.C (Lessee). In addition, on February 10, 2014, the Operating Partnership agreed to purchase a nearby medical office building for $6.8 million in cash from Foundation Bariatric Real Estate of Huebner, L.P., an affiliate of Seller. The acquisition of the medical office building is subject to customary closing conditions.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits
(a) Financial Statements of Property Acquired.
The financial statements required by Item 9.01(a) are currently being prepared. The Company will file the required financial statements under the cover of Form 8-K/A as soon as practicable but not later than 71 calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Item 9.01(b) is currently being prepared. The Company will file the required pro forma financial information under the cover of Form 8-K/A as soon as practicable but not later than 71 calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.
(d) Exhibit 99.1 is attached to this 8-K.
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.
Date: February 25, 2014 |
PHYSICIANS REALTY TRUST | |
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By: |
/s/ John T. Thomas |
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John T. Thomas |
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President and Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
Contact: Physicians Realty Trust President and CEO (214) 549-6611 John W. Sweet (414) 978-6467 |
Investors: dburke@theruthgroup.com |
Physicians Realty Trust Executes Contract to Purchase
San Antonio, Texas Surgical Hospital
Company Release - 02/20/2014 08:30
MILWAUKEE(BUSINESS WIRE) Physicians Realty Trust (NYSE:DOC) (the Company), a self-managed healthcare properties REIT, announced today that the Company, through its operating partnership, Physicians Realty L.P., entered into and closed an Agreement of Sale and Purchase with Foundation Bariatric Real Estate of San Antonio, LLLP (the Seller) to purchase a surgical hospital located in San Antonio, Texas. The hospital totals approximately 46,000 square feet, is 100% occupied as of February 19, 2014 and is being acquired for approximately $18.9 million. The purchase price is payable in cash less approximately $10.8 million in assumed debt. The surgical hospital is leased to Foundation Bariatric Hospital of San Antonio, L.L.C.
In addition, on February 10, 2014, the Company agreed to purchase a nearby medical office building for $6.8 million in cash from Foundation Bariatric Real Estate of Huebner, L.P., an affiliate of the Seller. The acquisition of the medical office building is subject to customary closing conditions.
We are proud to partner again with Foundation Healthcare, Inc., (OTC:FDNH) by working with them to recapitalize the ownership of the real estate leased to Foundation Surgical Hospital of San Antonio. Foundation developed this facility in 2007, and today, through a wholly owned subsidiary, owns 51% of the hospital operating company with 19 surgeons owning the remaining 49%. The surgeons who own and practice at the hospital include specialists in neurosurgery, orthopedics, bariatrics, urology and general surgery, said John T. Thomas, President and CEO of Physicians Realty Trust.
Stanton Nelson, Foundation Healthcares CEO, added, We continue to grow and see additional opportunities to expand our company around the country. Physicians Realty Trust is a partner that we and our physician partners trust as owners of the surgical and medical office buildings in which we practice, allowing us to focus our time and capital on providing the highest quality health care services. Going forward, we will continue to look for opportunities to work with Physicians Realty.
About Physicians Realty Trust
Physicians Realty Trust is a self-managed healthcare real estate company organized to acquire, selectively develop, own and manage healthcare properties that are leased to physicians, hospitals and healthcare
delivery systems. The Company invests in real estate that is integral to providing high quality healthcare. The Company intends to elect to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
Forward-Looking Statements
This press release contains statements that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. Forward-looking statements are generally identifiable by use of forward-looking terminology such as may, will or other similar words or expressions. Forward-looking statements are based on certain assumptions and can include future expectations, future plans and strategies, financial and operating projections or other forward-looking information. These forward-looking statements are subject to various risks and uncertainties, not all of which are known to the Company and many of which are beyond the Companys control, which could cause actual results to differ materially from such statements. These risks and uncertainties are described in greater detail in the Companys filings with the Securities and Exchange Commission (SEC), including, without limitation, the Companys Prospectus filed pursuant to Rule 424(b)(4) on December 6, 2013. Unless legally required, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Physicians Realty Trust
John T. Thomas, President and CEO
214-549-6611
John W. Sweet, 414-978-6467
or
Investors:
The Ruth Group
Stephanie Carrington/David Burke
646 536-7017/7009
scarrington@theruthgroup.com
dburke@theruthgroup.com
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