Attached files
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EX-10.1 - EX-10.1 - Carter Validus Mission Critical REIT, Inc. | d647365dex101.htm |
EX-10.3 - EX-10.3 - Carter Validus Mission Critical REIT, Inc. | d647365dex103.htm |
EX-10.2 - EX-10.2 - Carter Validus Mission Critical REIT, Inc. | d647365dex102.htm |
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 17, 2013
Carter Validus Mission Critical REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 000-54675 | 27-1550167 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4211 West Boy Scout Blvd.
Suite 500
Tampa, Florida 33607
(Address of principal executive offices)
(813) 287-0101
(Registrants telephone number, including area code)
N/A
(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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
The information reported in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.01 | Completion of Acquisition or Disposition of Assets |
On December 17, 2013, Carter Validus Mission Critical REIT, Inc. (the Company), through a wholly-owned subsidiary of Carter/Validus Operating Partnership, LP (CVOP), its operating partnership, entered into an agreement with Carter Validus Properties, LLC (the Assignor), an affiliated entity of the Company, to assume all of the Assignors right, title and interest in a Purchase Agreement (the Purchase Agreement) with Pacific Bell Telephone Company, a California corporation formally known as The Pacific Telephone and Telegraph Company ( the Seller), which is not affiliated with the Company, its advisor or affiliates, for the purchase of 100% of the Sellers interest in a 499,402 square foot data center (the AT&T California Data Center), located on approximately 17 acres of land in the San Diego-Carlsbad, California metropolitan area, for a purchase price of $134,500,000, plus closing costs. The acquisition was funded by net proceeds from the Companys ongoing initial public offering and its existing line of credit.
In connection with the acquisition, the Company paid an acquisition fee of $2,690,000, or 2% of the purchase price, to its advisor, Carter/Validus Advisors, LLC. The Company believes the AT&T California Data Center is adequately insured.
The AT&T California Data Center was constructed in 1983. On December 17, 2013, the Company entered into a lease with AT&T Services, Inc. (AT&T Services), a wholly-owned subsidiary of AT&T, Inc. (AT&T). The lease is guaranteed by another wholly-owned subsidiary of AT&T, AT&T Teleholdings, Inc. Pursuant to the lease agreement, the tenant is obligated to spend approximately $5.2 million for future improvements to the property by the end of the lease term.
The following table shows the material terms of the lease agreement with the sole tenant of the AT&T California Data Center:
Square | Current Annual | Base Rent per Square |
Lease Term | Renewal | ||||||||||||||
Tenant(1) |
Feet | Base Rent(2) | Foot | Beginning | Ending | Options | ||||||||||||
AT&T Services (3) |
499,402 | $ | 9,944,100 | $ | 19.91 | 12/17/13 | 12/31/23 | 4/5 yr |
(1) | The tenant entered into a net lease in which the tenant is required to pay all operating expenses and capital expenditures of the building. |
(2) | Rent increases annually by 3% of the then current annual base rent. |
(3) | The tenant is a wholly-owned subsidiary of AT&T. AT&T has a Standard & Poor credit rating of A-. |
While the acquisition of the AT&T California Data Center is individually insignificant for purposes of the reporting requirements of Form 8-K, the property is related to the Companys prior acquisitions of the AT&T Wisconsin Data Center and the AT&T Tennessee Data Center, and the three properties are significant in the aggregate.
The material terms of the Purchase Agreement, the Assignment of Real Estate Sale Contract and the Lease Agreement are qualified in their entirety by the agreements attached as Exhibit 10.1 through 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements.
It is not practicable to provide the financial statements at this time. Such financial statements, to the extent required, will be filed as an amendment to this Current Report on Form 8-K no later than 71 days after the deadline for filing this Form 8-K.
(b) Pro Forma Financial Information.
See paragraph (a) above.
(d) Exhibits
10.1 | Purchase Agreement, dated November 22, 2013, between Pacific Bell Telephone Company, LLC and Carter Validus Properties, LLC | |
10.2 | Assignment of Real Estate Sale Contract, dated December 17, 2013, between Carter Validus Properties, LLC and DC-7337 Trade Street, LLC | |
10.3 | Lease Agreement, dated December 17, 2013, between DC-7337 Trade Street, LLC, as Lessor, AT&T Services, Inc., as Lessee, and AT&T Teleholdings, Inc., as Guarantor |
SIGNATURE
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.
Carter Validus Mission Critical REIT, Inc. | ||||||||
Dated: December 19, 2013 | By: | /s/ Todd M. Sakow | ||||||
Name: | Todd M. Sakow | |||||||
Title: | Chief Financial Officer |