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EX-99.1 - EXHIBIT 99.1 - Griffin-American Healthcare REIT III, Inc.hcr38k070914exh991.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): July 2, 2014
 
Griffin-American Healthcare REIT III, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Maryland
 
333-186073 (1933 Act)
 
46-1749436
(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))






Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously reported in our Current Report on Form 8-K filed on May 14, 2014, we, through GAHC3 Acworth GA MOB, LLC, our wholly owned subsidiary, entered into an assignment and assumption of real estate purchase agreement and escrow instructions on May 14, 2014 for the purchase of Acworth Medical Complex located in Acworth, Georgia, or the Acworth property, for a purchase price of $6,525,000 plus closing costs, from James Ronald Eaton and Janice Eaton Bates, as Trustees of the Ronald J. Eaton Testamentary Trust, BBE&F LLC and Larry Braden, or collectively, the seller, and First American Title Insurance Company, as escrow agent, all unaffiliated third parties. The Acworth property is an approximately 39,000 square foot, multi-tenant medical office building located in Acworth, Georgia that is 82.7% leased to four tenants, the two largest of which are Emory Specialty Associates, LLC, a wholly owned subsidiary of Emory Healthcare, and Eldercare Pharmacy. Services provided at the Acworth property include: pharmacy consulting, nurse consulting, medical records, cardiac imaging, dispensing, cancer care, transplants, urology and pain management, internal medicine, neurology, neurosurgery, orthopedics, spine care, sports medicine, liver disease and oral surgery.

On July 2, 2014, we acquired the Acworth property from the seller for a purchase price of $6,525,000 plus closing costs. We purchased the Acworth property using cash proceeds from our initial public offering. In connection with the acquisition, we paid to Griffin-American Healthcare REIT III Advisor, LLC, our advisor, and its affiliates an acquisition fee of approximately $147,000, or 2.25% of the contract purchase price of the Acworth property, which was paid as follows: (i) in shares of our common stock in an amount equal to 0.25% of the contract purchase price, at $9.00 per share, the established offering price as of the date of closing, net of selling commissions and dealer manager fees, and (ii) the remainder in cash equal to 2.00% of the contract purchase price.

Item 7.01 Regulation FD Disclosure.
On July 9, 2014, American Healthcare Investors LLC, one of our co-sponsors and the managing member of our advisor, issued a press release announcing our acquisition of the Acworth property. A copy of the press release, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 American Healthcare Investors LLC Press Release, dated July 9, 2014







Exhibit Index
 
 
 
 
Exhibit No.
  
Description
99.1
  
American Healthcare Investors LLC Press Release, dated July 9, 2014







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 III, Inc.
 
 
July 9, 2014
 
        By:/s/ Jeffrey T. Hanson                    
 
 
        Name: Jeffrey T. Hanson
 
 
        Title: Chief Executive Officer