UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K /A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2015
PHYSICIANS REALTY TRUST
(Exact name of registrant as specified in its charter)
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Maryland |
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001-36007 |
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46-2519850 |
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735 N. Water Street, Suite 1000 Milwaukee, Wisconsin |
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53202 |
Registrant’s telephone number, including area code: (414) 978-6494
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A amends and supplements the Current Report on Form 8-K, as filed on February 6, 2015, by Physicians Realty Trust (the “Company”) to include historical financial statements and unaudited pro forma financial information required to be filed by Item 9.01 (a) and (b), for the Company’s acquisition of the approximately 63,500 square foot medical office building located in Minnetonka, Minnesota (the “Minnetonka MOB”).
Due to the requirements of Rule 3-14 of Regulation S-X, the Company is also presenting Rule 3-14 financial statements for the acquisition of six additional properties in the Minneapolis-St. Paul Metropolitan area and one additional medical office facility located in Jamestown, North Dakota. In the aggregate, the 8 property portfolio (together, the “Minneapolis Properties”) is approximately 362,654 square feet. The individual properties comprising the Minneapolis Properties are described below.
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Property(1) |
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Location |
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Acquisition |
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Square feet |
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Purchase |
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Edina Medical Office Building |
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Edina, MN |
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January 22, 2015 |
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68,385 |
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$ |
14,190 |
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Savage Medical Office Building |
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Savage, MN |
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January 22, 2015 |
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33,778 |
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12,800 |
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Crystal Medical Office Building |
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Crystal, MN |
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January 22, 2015 |
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44,865 |
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14,782 |
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Dell Rd Medical Office Building |
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Chanhassen, MN |
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January 22, 2015 |
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20,357 |
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6,410 |
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Vadnais Heights Medical Office Building |
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Vadnais Heights, MN |
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January 29, 2015 |
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56,700 |
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18,422 |
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Minnetonka MOB |
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Minnetonka, MN |
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February 5, 2015 |
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63,500 |
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26,000 |
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Jamestown Medical Office Building |
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Jamestown, ND |
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February 5, 2015 |
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45,222 |
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12,819 |
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Minnesota Eye Medical Office Building |
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Minnetonka, MN |
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February 17, 2015 |
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29,547 |
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10,882 |
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$ |
116,305 |
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Item 9.01 Financial Statement and Exhibits
(a) Financial Statements of Property Acquired — Minneapolis Properties.
The following Combined Statement of Revenues and Certain Direct Operating Expenses are set forth in Exhibit 99.1 which are attached hereto and incorporated by reference.
Independent Auditors’ Report.
Combined Statement of Revenues and Certain Direct Operating Expenses for the year ended December 31, 2014.
Notes to the Combined Statement of Revenues and Certain Direct Operating Expenses.
(b) Pro Forma Financial Information.
The following pro forma financial statements are set forth in Exhibit 99.2 which are attached and incorporated herein by reference.
Unaudited Pro Forma Condensed Condensed Consolidated Balance Sheet as of December 31, 2014.
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014.
Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations.
(c) Not applicable.
(d) Exhibits
23.1 Consent of Ernst & Young LLP
99.1 Financial Statements of Property Acquired —Minneapolis Properties
99.2 Unaudited Pro Forma Financial Information
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.
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Date: April 17, 2015 |
PHYSICIANS REALTY TRUST | |
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By: |
/s/ John T. Thomas |
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John T. Thomas |
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President and Chief Executive Officer |