Business Context and Reporting Period
This Form 8-K is a current report filed by NNN Healthcare/Office REIT, Inc. (a Maryland corporation) on April 19, 2007, with the earliest event reported on March 16, 2007. The filing details the entry into material definitive agreements and the subsequent completion of an asset acquisition.
Key Financial Metrics and Transaction Details
- Asset Acquired: Commons V Medical Office Building located in Naples, Florida.
- Purchase Price: $14,100,000.
- Financing Source: Funds raised through the company's initial public offering (IPO).
- Transaction Costs:
- Acquisition fee paid to Advisor and affiliate: $423,000 (3.0% of purchase price).
- Real estate commission paid to unaffiliated broker: $300,000 (approximately 2.0% of purchase price).
- Closing Date: April 24, 2007.
Material Changes and Transaction Timeline
The filing reports the following sequence of events regarding the acquisition:
- March 16, 2007: Triple Net Properties, LLC (managing member of the Advisor) entered into an Agreement for Purchase and Sale with Commons V Investment Partnership.
- April 9, 2007: A First Amendment was executed to extend the due diligence period and the closing date to April 24, 2007.
- April 19, 2007: Triple Net Properties assigned its rights in the agreement to NNN Healthcare/Office REIT Commons V, LLC, a wholly-owned subsidiary of the registrant.
- April 24, 2007: The registrant formally acquired the property via an Assignment and Assumption Agreement.
Guidance, Risks, and Unusual Items
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure that financial statements are not currently practical to provide. The transaction was announced via a press release on April 25, 2007, which is incorporated as an exhibit. No unusual items or contingencies were disclosed in the text of this report.
Investor Verification Checklist
- Verify the pro forma financial information, which the registrant stated will be filed as an amendment within 71 days of the Form 8-K deadline.
- Review the full text of the Agreement for Purchase and Sale (Exhibit 10.1) and the Assignment and Assumption Agreement (Exhibit 10.4) for specific lease terms and tenant details.
- Confirm the impact of the $723,000 in transaction fees on the company's immediate cash position and net asset value.
- Check the April 25, 2007 press release (Exhibit 99.1) for additional qualitative details regarding the property's occupancy and lease structure.