ATLANTA--(BUSINESS WIRE)--
Global Healthcare REIT, Inc (the “Company” or “Global”)
(OTCQB: GBCS) announced today that effective December 31, 2013, it
completed the First Closing of a private offering of its common stock,
and with the proceeds of the offering closed upon the acquisition of its
second skilled nursing facility.
Private Offering
The Company commenced a private offering of its common stock, $0.05 par
value (“Common Stock”) on December 4, 2013 (the “Offering”).
The Offering consists of up to 7.5 million shares of Common Stock being
offered on a 2,250,000 share, all-or-none, minimum (“Minimum Offering”),
7,500,000 share maximum, best efforts, basis (“Maximum Offering”)
at a private offering price of $0.75 per share. Subscriptions for shares
in the Offering were sold either for cash or in exchange for outstanding
notes owed by the Company or an affiliate of the Company (the “Notes”).
The Company has also granted the Placement Agent with an over-allotment
option covering an additional 1,500,000 shares of Common Stock.
On December 31, 2013, the Company completed the First Closing on the
Minimum Offering, having sold an aggregate of 4,190,562 shares of Common
Stock for gross proceeds of $3,142,912. Of the total subscriptions,
$465,000 in principal and $5,414 in accrued interest of Notes were
exchanged for shares; and the balance of the subscriptions were paid in
cash. After deducting placement agent fees of $185,996, non-accountable
expense allowance of $62,750 and expense reimbursements, the Company
realized net proceeds of $2,409,834.77 from the First Closing.
The Offering was sold to 42 investors, each of whom qualified as an
“accredited investor” within the meaning of Rule 501(a) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”),
and was undertaken without registration under the Securities Act in
reliance upon the exemption contained in Rule 506 of Regulation D.
The Offering will continue until the sale of the Maximum Offering or
until terminated by agreement of the Company and its Placement Agent.
This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any security. The Offering
described in this announcement is being made solely by means of a
Confidential Private Placement Memorandum and Supplements thereto.
Acquisition of Warrenton Nursing Home
Immediately following the consummation of the First Closing of the
Minimum Offering, the Company used approximately $984,500 of the net
proceeds to consummate the purchase of the 110 bed Warrenton Nursing
Home (“Warrenton”) located in Warrenton, Georgia.
Warrenton was purchased by ATL/WARR, LLC, a single purpose Georgia
limited liability company (“Warr LLC”), which was previously
owned 95% by Christopher Brogdon and 5% by an unaffiliated investor.
Concurrently, Mr. Brogdon conveyed his 95% membership interest in Warr
LLC to the Company for nominal consideration.
The total purchase price for Warrenton was $3.5 million, of which $2.72
million was paid with the proceeds of a commercial loan, and the balance
with the cash paid by the Company.
Warrenton is leased to a multi-unit skilled nursing home operator.
Christopher Brogdon, President of Global, stated, “We are extremely
pleased with the response we have received so far in the Offering. This
First Closing enabled us to close on our second skilled nursing home and
we are optimistic that we can continue the offering and accelerate our
acquisition strategy. I would like to thank our shareholders for their
continuing support and shared optimism.”
About Global Healthcare REIT, Inc.
Global Healthcare REIT recently completed a reverse acquisition with
Global Casinos, Inc. to acquire real estate properties primarily engaged
in the healthcare industry, including skilled nursing homes, medical
offices, hospitals and emergency care facilities. It intends to make a
tax election for calendar year 2014 to take advantage of the tax
incentives available to real estate investment trusts. As a REIT, the
Company will not operate its healthcare facilities but rather will lease
its properties under long term operating leases. It currently owns two
facilities and plans on acquiring more properties in the future.
For further information, contact:
Christopher Brogdon, President
3050
Peachtree NW, Suite 355,
Atlanta, Georgia 30305
(404) 549-4293
Safe Harbor
This press release may contain projection and other forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Act of 1934, as
amended. Any such statement reflects the company's current views with
respect to future events and financial performance. No assurances can be
given, however, that these events will occur and actual results could
differ materially from those presented. A discussion of important
factors that could cause actual results to differ from those presented
is included in the Company's periodic reports filed with the Securities
and Exchange Commission (at www.sec.gov).
Contact: Christopher Brogdon (404) 549-4293 or [email protected].
