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): February 1, 2010
NATIONWIDE HEALTH PROPERTIES, INC.
(Exact Name of Registrant
as Specified in Its Charter)
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Maryland
(State or Other Jurisdiction
of Incorporation)
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1-9028
(Commission
File Number)
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95-3997619
(IRS Employer
Identification No.) |
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610 Newport Center Drive, Suite 1150
Newport Beach, California
(Address of Principal Executive Offices)
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92660
(ZIP Code) |
(949) 718-4400
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the Registrant under any of the following provisions (see General Instruction A.2.
below):
o Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
In February 2008, Nationwide Health Properties, Inc., a Maryland corporation (“NHP”), entered
into an agreement (the “Contribution Agreement”) with Pacific Medical Buildings LLC, a California
limited liability company (“Pac Med”), and certain of its affiliates, to acquire up to 18 medical
office buildings. In 2008, NHP acquired interests in ten of the 18 properties. All except one of
the ten properties was acquired through NHP/PMB L.P., a limited partnership, for which a subsidiary
of NHP acts as general partner (“NHP/PMB”). As a result of a failure to satisfy certain closing
conditions, six properties were subsequently eliminated from the Contribution Agreement, including
the Pomerado Outpatient Pavilion in Poway, California (the “Pomerado Property”), and the Mercy
Gilbert Medical Plaza in Gilbert, Arizona (the “Gilbert Property”).
Effective as of February 1, 2010, NHP entered into an amendment to the Contribution Agreement
(the “Amendment”), that rescinded the prior termination of the Pomerado Property from the
Contribution Agreement. As of that same date, NHP/PMB acquired the Pomerado Property for an
aggregate purchase price of $74,048,816, consisting of cash, and the issuance of 301,599 units of limited partnership interest in NHP/PMB.
Effective as of February 1, 2010, NHP entered into a limited liability company agreement and a
contribution agreement with PMB Gilbert LLC. Under these agreements, NHP and PMB Gilbert LLC
formed a limited liability company (the “Gilbert JV”) to acquire the Gilbert Property. PMB Gilbert
LLC contributed the Gilbert Property to the Gilbert JV, and NHP contributed $6.3 million in cash.
In addition, NHP agreed to loan the Gilbert JV up to $8.8 million as project financing, including
$6.8 million that was disbursed initially. NHP owns a 71.17% interest in the Gilbert JV. Pursuant
to a contribution agreement dated as of February 1, 2010, among NHP, NHP/PMB, Pac Med and PMB
Gilbert LLC, NHP/PMB may in the future acquire the Gilbert JV if certain conditions are met.
Dr. Jeffrey Rush, a director of NHP, is the Chairman of Pac Med, and owns an interest in Pac
Med. In addition, Dr. Rush and certain of his family members own interests, directly and
indirectly through partnerships and trusts, in the entity that contributed the Pomerado Property to
NHP/PMB, and in PMB Gilbert LLC.
Effective as of February 1, 2010,
NHP and NHP/PMB amended and restated their Pipeline Property Agreement, dated April 1, 2008, with PMB LLC and PMB Real
Estate Services LLC. Under this agreement, NHP/PMB has the option to acquire medical office buildings developed in the
future through a joint venture between NHP and PMB LLC. The changes to the agreement obligate NHP to
provide or arrange financing for approved developments and provide NHP with improved terms, including preferred returns, a reduction in PMB
LLC’s promote interest and acquisition pricing determined at the time of acquisition rather than at the pre-development
stage.
Effective as of February 1, 2010, NHP entered into the Third Amendment to the Amended and
Restated Agreement of Limited Partnership of NHP/PMB (the “Third Amendment”). The Third Amendment
modifies certain defined terms and provisions relating to the allocation of net income and
authorizes NHP/PMB’s potential acquisition of Pac Med-affiliated properties pursuant to agreements
other than the Contribution Agreement.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description |
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2.1
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Twelfth Amendment to Formation and Contribution Agreement and
Joint Escrow Instructions, dated as of February 1, 2010, by
and among NHP, NHP/PMB, PMB, and certain of PMB’s affiliates |