0001632970-18-000120.txt : 20180813 0001632970-18-000120.hdr.sgml : 20180813 20180813153931 ACCESSION NUMBER: 0001632970-18-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180807 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20180813 DATE AS OF CHANGE: 20180813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Griffin-American Healthcare REIT IV, Inc. CENTRAL INDEX KEY: 0001632970 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 472887436 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55775 FILM NUMBER: 181012110 BUSINESS ADDRESS: STREET 1: 18191 VON KARMAN AVENUE STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 949-270-9200 MAIL ADDRESS: STREET 1: 18191 VON KARMAN AVENUE STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: Griffin-American Healthcare REIT 4, Inc. DATE OF NAME CHANGE: 20150428 FORMER COMPANY: FORMER CONFORMED NAME: Griffin-American Healthcare REIT IV, Inc. DATE OF NAME CHANGE: 20150205 8-K 1 gahr4form8-kre2ndamendmiss.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): August 7, 2018
 
Griffin-American Healthcare REIT IV, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Maryland
 
000-55775
 
47-2887436
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
18191 Von Karman Avenue, Suite 300
Irvine, California
 
92612
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (949) 270-9200
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:
¨

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))
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    x 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    x 




Item 1.01 Entry into a Material Definitive Agreement.

As previously reported in our Current Report on Form 8-Ks filed on June 13, 2018 and July 24, 2018, we, through GAHC4 Missouri SNF Portfolio, LLC, our wholly-owned subsidiary, entered into a purchase and sale agreement, or the Purchase Agreement, and a first amendment to the Purchase Agreement, respectively, with Bridgewood Associates, L.L.C., Salisbury Associates LLC, Crestwood Associates, L.L.C., Sedalia Associates, L.P., Milan Associates, L.L.C., Eastview Associates, L.L.C., M-S Associates, L.P. and BKY Properties of St. Elizabeth LLC, or collectively, the owner sellers, Bridgewood Health Care Center, L.L.C., Chariton Park Health Care Center, L.L.C., Crestwood Health Care Center, L.L.C., Four Seasons Living Center, L.L.C., BKY Healthcare of Milan, Inc. d/b/a Miland Health Care Center, Eastview Manor, Inc. d/b/a Eastview Manor Care Center, North Village Park, L.L.C., and MMA Healthcare of St. Elizabeth, Inc., d/b/a St Elizabeth Care Center, or collectively, the operators, and together with the owner sellers, the Sellers, and TLG II, L.L.P., as parent guarantor, for the purchase of certain real property and certain other property and interests relating to the use and operation of eight skilled nursing facilities as set forth in the Purchase Agreement, located in Florissant, Kansas City, Milan, Moberly, Salisbury, Sedalia, St. Elizabeth and Trenton, Missouri, or Missouri SNF Portfolio, for a contract purchase price of $88,200,000, plus closing costs.

On August 7, 2018 and August 10, 2018, we entered into a second amendment and third amendment, respectively, to the Purchase Agreement, as amended, or the Second Amendment and Third Amendment, respectively, with the Sellers and parent guarantor. The material terms of the Second Amendment and Third Amendment amend the expiration of the due diligence period to August 10, 2018 and August 13, 2018, respectively. We anticipate closing this acquisition in the third quarter of 2018; however, we can give no assurance that the closing will occur within this timeframe, or at all. The potential acquisition of Missouri SNF Portfolio is subject to substantial conditions to closing.







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.
 
 
 
 
 
 
Griffin-American Healthcare REIT IV, Inc.
August 13, 2018
 
 
 
 
        By:/s/ Jeffrey T. Hanson                    
 
 
        Name: Jeffrey T. Hanson
 
 
        Title: Chief Executive Officer