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): December 7, 2011
UNIVERSAL HEALTH REALTY
INCOME TRUST
(Exact name of registrant as specified in its charter)
| Maryland | 1-9321 | 23-6858580 | ||
| (State or other jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Universal Corporate Center
367 South Gulph Road
King of Prussia, Pennsylvania 19406
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (610) 265-0688
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Item 2.01. Completion of Acquisition or Disposition of Assets
On December 7, 2011, Universal Health Realty Income Trust (the “Trust”) purchased, as part of a planned, previously disclosed like-kind exchange transaction pursuant to Section 1031 of the Internal Revenue Code, the Tuscan Professional Building, a multi-tenant medical office building consisting of approximately 53,000 rentable square feet, located in Irving, Texas. The property, which is 100% occupied, was purchased from Tuscany Professional Building, L.P. for approximately $15.5 million, including the assumption of $7.0 million of third-party financing, the terms of which are described in Item 2.03 of this Current Report. The remainder of the purchase price was funded primarily with the cash proceeds generated from the sale of like-kind property.
The aggregate purchase price of the properties acquired by the Trust in 2011 exceed 10% of the Trust’s total assets as of December 31, 2010.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 7, 2011, the Trust assumed a mortgage loan, which is non-recourse to us, with a remaining principal amount equal to approximately $7.0 million in connection with the acquisition of the Tuscan Professional Building. The loan is secured by the real property of the building as well as property leases and rents. The loan is scheduled to mature on June 1, 2025 and bears an interest rate of 5.56% per annum. The terms of the loan require us to make monthly payments of both principal and interest based upon a twenty year amortization schedule. In connection with the assumption of this loan, the Trust paid a 1% assumption/transfer fee.
Item 9.01. Financial Statements and Exhibits.
| (a.) | The Trust intends to file the financial statements that are required to be filed pursuant to this item by an amendment within the time permitted by Item 9.01(a). |
| (b.) | The Trust intends to file the pro forma financial information that is required to be filed pursuant to this item by an amendment within the time permitted by Item 9.01(a). |
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.
| UNIVERSAL HEALTH REALTY INCOME TRUST | ||
| By: /s/ Charles F. Boyle | ||
| Name: | Charles F. Boyle | |
| Title: | Vice President and Chief Financial Officer | |
Date: December 12, 2011