Business Context and Reporting Period
This Form 8-K was filed by Griffin-American Healthcare REIT IV, Inc. (American Healthcare REIT, Inc.) on September 20, 2018. The registrant is an emerging growth company. The report details a material definitive agreement regarding a real estate acquisition and the authorization of new dividend distributions.
Key Financial Metrics and Transaction Details
- Acquisition Target: Songbird SNF Portfolio, consisting of 24 healthcare facilities (21 skilled nursing, 1 assisted living in Illinois; 2 skilled nursing in Missouri).
- Asset Size: Approximately 625,000 square feet of gross leasable area and 2,104 licensed beds.
- Purchase Price: $78,500,000 plus closing costs.
- Leasing Status: The portfolio will be 100% leased at the time of acquisition.
- Distribution Authorization: Daily distributions for Class T and Class I stockholders equal to $0.001643836 per share, annualizing to $0.60 per share.
Material Changes and Transaction Status
The company entered into a third amendment to the Purchase Agreement on September 21, 2018, extending the due diligence period to September 28, 2018. This follows previous amendments filed in July and September 2018. The filing does not provide comparative financial metrics (revenue, profit, cash flow) as this is a current report on specific events rather than a periodic financial statement.
Outlook, Risks, and Management Commentary
- Closing Timeline: Management anticipates closing the acquisition in the fourth quarter of 2018 but provides no assurance that the closing will occur within this timeframe or at all.
- Conditions: The acquisition is subject to substantial conditions to closing.
- Distribution Terms: Distributions are authorized for the period October 1, 2018, through December 31, 2018. Payments will be made monthly in arrears (November, December, and January) from legally available funds, either in cash or via the distribution reinvestment plan.
Investor Verification Checklist
- Verify the final closing date of the Songbird SNF Portfolio acquisition, as the Q4 2018 target is not guaranteed.
- Confirm the specific "substantial conditions" required to close the $78.5 million transaction.
- Monitor the payment of the first distribution in November 2018 to confirm the $0.60 annualized yield is maintained.
- Review subsequent filings for any further amendments to the Purchase Agreement or changes to the due diligence timeline.