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DOC > SEC Filings for DOC > Form 8-K/A on 12-Nov-2013All Recent SEC Filings

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Form 8-K/A for PHYSICIANS REALTY TRUST


12-Nov-2013

Entry into a Material Definitive Agreement, Completion of Acquisition o


Item 1.01. Entry into a Material Definitive Agreement.

On September 30, 2013, Physicians Realty Trust (the "Company"), through its operating partnership, Physicians Realty L.P. (the "Operating Partnership"), entered into an Assignment and Assumption of Agreement of Sale and Purchase (the "Agreement") with Graymark Healthcare, Inc., an Oklahoma corporation (the "Assignor"), to assume all of Assignor's rights, title, interests and obligations to a certain Agreement of Sale and Purchase for the acquisition of an approximately 52,000 square foot outpatient care building (the "Facility"), located in Oklahoma City, Oklahoma in exchange for the payment by the Operating Partnership of approximately $15.6 million. The Facility will be leased to Foundation Surgical Affiliates, L.L.C., ("Foundation"), a wholly owned subsidiary of Assignor, until 2023 with initial rent equal to $1,248,000 per year, and annual rent escalations of 2%. The Company funded the purchase price for the property with proceeds from the Company's recently completed initial public offering.

Foundation subleases over 20,000 rentable square feet of the Facility to a joint venture, Foundation Surgery Center of Oklahoma City, L.L.C., an ambulatory surgery center owned and managed by Foundation, together with 30 physicians. Foundation also subleases space in the Facility to physicians and uses a portion of the Facility for general corporate purposes.

The Operating Partnership also entered into an Agreement in Connection with the Assignment and Assumption of Agreement of Sale and Purchase with Assignor that provides for certain agreements and covenants in connection with the Agreement and assumption of the Agreement of Purchase and Sale, including (i) restating the lease on the Facility, (ii) granting Graymark Healthcare, Inc. a 1% ownership interest in the Operating Partnership's subsidiary that will own the Facility and (iii) an option for Graymark Healthcare, Inc. to purchase, in aggregate, a 49% interest in the Operating Partnership's subsidiary that will own the Facility.

The Company closed on the acquisition on September 30, 2013.



Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Property Acquired The following Statement of Revenues and Certain Direct Operating Expenses is set forth in Exhibit 99.1 which are attached hereto and incorporated by reference.

Independent Auditors' Report

Statement of Revenues and Certain Direct Operating Expenses for the six months ended June 30, 2013, (unaudited) and year ended December 31, 2012.

Notes to the Statement of Revenues and Certain Direct Operating Expenses for the six months ended


June 30, 2013, (unaudited) and year ended December 31, 2012.

(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 Consolidated Balance Sheet as of June 30, 2013.

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2013 and the year ended December 31, 2012.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

(c) Not applicable
(d) Exhibits
23.1 Consent of Plante & Moran, PLLC
99.1 Financial Statements of Property Acquired
99.2 Unaudited Pro Forma Financial Information


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