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): May 19, 2014
GLOBAL HEALTHCARE REIT, INC.
(Exact Name of Registrant as Specified in its Charter)
Utah | 0-15415 | 87-0340206 |
(State or other jurisdiction of incorporation) | Commission File Number | (I.R.S. Employer Identification number) |
3050 Peachtree Road NW, Suite 355, Atlanta GA 30305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 549-4293
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(Former name or former address, if changed since last report)
___ | Written communications pursuant to Rule 425 under the Securities Act |
___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
ITEM 2.01 | ACQUISITION OF ASSETS |
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ACQUISITION OF SOUTHERN HILLS RETIREMENT CENTER
Effective May 19, 2014, the Company entered into a Membership Interest Purchase Agreement pursuant to which it acquired from Christopher and Connie Brogdon (“Brogdon”) (i) units representing an undivided 45% Membership Interest in Goodwill Hunting, LLC, a Georgia limited liability company, and (ii) units representing an undivided 36.7% Membership Interest in GWH Investors, LLC, a Delaware limited liability company (collectively, the “Units”). GWH Investors, LLC owns a 40% membership interest in Goodwill Hunting, LLC. Together, the Company acquired, directly and indirectly, a 59.7% interest in Goodwill Hunting, LLC. The purchase price for the Units was $800,000.
Goodwill Hunting, LLC owns a 172 bed skilled nursing facility located in Macon, Georgia. It is leased to Goodwill Healthcare and Rehabilitation, LLC under an operating lease that expires in 2017.
ITEM 9.01: EXHIBITS
(a)
Financial Statements
None. The Company has determined that the acquisition of the Units did not constitute the purchase of a “business” within the meaning of Rule 11-01(d) of Regulation S-X.
If the Company determines that financial statements of Goodwill Hunting, LLC or GWH Investors, LLC are required under the guidance of Financial Reporting Manual 2340, such financial statements will be filed within 75 days of May 19, 2014 pursuant to Item 9.01(a)(4) of Form 8-K.
(b)
Pro Forma Financial Information
Pursuant to the provisions of Item 9.01(b)(2) of Form 8-K, pro forma financial information giving effect to the purchase of the Units will be filed within 75 days of May 19, 2014.
(c)
Exhibits
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| Item | Title |
| 10.1 | Membership Interest Purchase Agreement with Goodwill Hunting, LLC and GWH Investors, LLC |
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 thereunto duly authorized.
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| Global Healthcare REIT, Inc. (Registrant) | |
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| Dated: May 23, 2014 |
| ___/s/ Christopher Brogdon____ Christopher Brogdon, President |