0001574540-17-000015.txt : 20170302 0001574540-17-000015.hdr.sgml : 20170302 20170302085537 ACCESSION NUMBER: 0001574540-17-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170302 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170302 DATE AS OF CHANGE: 20170302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Physicians Realty Trust CENTRAL INDEX KEY: 0001574540 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 462519850 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36007 FILM NUMBER: 17657067 BUSINESS ADDRESS: STREET 1: 309 N. WATER STREET STREET 2: SUITE 500 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-367-5600 MAIL ADDRESS: STREET 1: 309 N. WATER STREET STREET 2: SUITE 500 CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Physicians Realty L.P. CENTRAL INDEX KEY: 0001583994 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 800941870 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-205034-01 FILM NUMBER: 17657068 BUSINESS ADDRESS: STREET 1: 735 N. WATER STREET STREET 2: SUITE 1000 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: (414) 978-6494 MAIL ADDRESS: STREET 1: 735 N. WATER STREET STREET 2: SUITE 1000 CITY: MILWAUKEE STATE: WI ZIP: 53202 8-K 1 a8-kdebtprospectuslpandtru.htm 8-K Document


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): March 2, 2017
 
 
PHYSICIANS REALTY TRUST
PHYSICIANS REALTY L.P.
(Exact name of registrant as specified in its charter)

 
Maryland (Physicians Realty Trust)
Delaware (Physicians Realty L.P.)
 
001-36007
333-205034-01
 
46-2519850
80-0941870
(State or Other Jurisdiction
of Incorporation or Organization)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
309 N. Water Street, Suite 500
Milwaukee, Wisconsin
 (Address of principal executive offices)
 
53202
 (Zip Code)

 
Registrant’s telephone number, including area code: (414) 367-5600
 
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 8.01. Other Events.
 
This Current Report on Form 8-K (this “Report”) is filed for the purpose of incorporating the contents of this Report into the Registration Statement on Form S-3ASR (No. 333-216214) (the “Registration Statement”) and filing the attached Exhibit No. 12 as an exhibit to the Registration Statement.
Item 9.01. Financial Statement and Exhibits.
 
(d)  Exhibits. 
The following exhibit is furnished as part of this report.
12

Computation of Ratio of Earnings to Fixed Charges for Physicians Realty L.P. for each of the five fiscal years in the five-year period ended December 31, 2016.








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: March 2, 2017
 
PHYSICIANS REALTY TRUST
 
 
 
 
 
 
 
By:
/s/ John T. Thomas
 
 
John T. Thomas
 
 
President and Chief Executive Officer


Date: March 2, 2017
 
PHYSICIANS REALTY L.P.
 
 
by: Physicians Realty Trust, its general partner
 
 
 
 
By:
/s/ John T. Thomas
 
 
John T. Thomas
 
 
President and Chief Executive Officer







EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
12
 
Computation of Ratio of Earnings to Fixed Charges for Physicians Realty L.P. for each of the five fiscal years in the five-year period ended December 31, 2016.



 EX-12 2 exh12-earningstofclp.htm EXHIBIT 12 Exhibit
Exhibit 12


Computation of Ratio of Earnings to Fixed Charges
Physicians Realty L.P.
(amounts in thousands)
 
Years Ended December 31,
 
2016
 
2015
 
2014
 
2013
 
Predecessor
2012
Net income (loss)
$
31,522

 
$
12,741

 
$
(4,418
)
 
$
(2,636
)
 
$
(2,855
)
Adjustment for equity investees
(115
)
 
(104
)
 
(95
)
 
—

 
—

Net income (loss) before adjustment for equity investees
31,407

 
12,637

 
(4,513
)
 
(2,636
)
 
(2,855
)
 
 
 
 
 
 
 
 
 
 
Plus fixed charges:
 
 
 
 
 
 
 
 
 
Interest expense
$
21,540

 
$
9,263

 
$
5,988

 
$
3,785

 
$
4,270

Amortization and write-off of debt issuance costs
2,324

 
1,373

 
919

 
510

 
268

Estimated interest portion of rental expense
634

 
430

 
361

 
6

 
6

Fixed charges
24,498

 
11,066

 
7,268

 
4,301

 
4,544

 
 
 
 
 
 
 
 
 
 
Earnings
$
55,905

 
$
23,703

 
$
2,755

 
$
1,665

 
$
1,689

Ratio of Earnings to Fixed Charges (1)
2.28
x
 
2.14
x
 
—

 
—

 
—

(1)
The computation of ratio of earnings to fixed charges indicates that earnings were inadequate to cover fixed charges on the basis of our historical financial statements by approximately $4.5 million, $2.6 million and $2.9 million for the years ended December 31, 2014, 2013 and 2012 (Predecessor), respectively.