Attached files

file filename
EX-10.1 - EX-10.1 - Griffin-American Healthcare REIT II, Inc.exhibit1.htm
EX-99.1 - EX-99.1 - Griffin-American Healthcare REIT II, Inc.exhibit2.htm
 

 


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 8, 2010

Grubb & Ellis Healthcare REIT II, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Maryland 333-158111 (1933 Act) 26-4008719
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1551 N. Tustin Ave., Suite 300, Santa Ana, California   92705
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (714) 667-8252

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement 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.

On February 8, 2010, we through G&E HC REIT II Lacombe MOB, LLC, our wholly owned subsidiary, or the Buyer, entered into a purchase agreement and escrow instructions, or the Purchase Agreement, with CC Lacombe, LLC, an unaffiliated third party, or the Seller, for the purchase of the Lacombe Medical Office Building, located in Lacombe, Louisiana, or the Lacombe property, for a purchase price of $6,970,000, plus closing costs.

The material terms of the Purchase Agreement include: (i) a due diligence period from the effective date of the Purchase Agreement through February 23, 2010 unless extended as otherwise provided in the Purchase Agreement but not to exceed 45 days after the effective date; (ii) an initial deposit of $200,000 due within three business days after the effective date of the Purchase Agreement, which shall be applied to the purchase price and is, except in limited circumstances, non-refundable; (iii) a closing date of February 23, 2010, provided however, in the event that certain conditions precedent are not satisfied by February 23, 2010, we may extend the closing date to February 26, 2010; and (iv) a right to terminate the Purchase Agreement, in our sole discretion, at any time prior to or on the expiration of the due diligence period. The Purchase Agreement also contains additional covenants, representations and warranties that are customary of real estate purchase and sale agreements.

We intend to finance the purchase of the property through funds raised through our initial public offering. We also anticipate paying an acquisition fee of $192,000, or 2.75% of the purchase price, to our advisor. Additionally, pursuant to a separate agreement to which we are not a party, in connection with the completion of the sale of the Lacombe property, the Seller has agreed to pay Grubb & Ellis Company, which also serves as our sponsor, a customary fee as a commission for its real estate brokerage services. The closing is expected to occur during the first quarter of 2010; however, no assurance can be provided that we will be able to purchase the property in the anticipated timeframe, or at all.

The material terms of the Purchase Agreement regarding the purchase of the Lacombe property are qualified in their entirety by the agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.





Item 7.01 Regulation FD Disclosure.

On February 16, 2010, we issued a press release announcing the entry into the Purchase Agreement for the purchase of the Lacombe property. A copy of the press release, which is hereby incorporated into this filing in its entirety, is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Real Estate Purchase Agreement between G&E HC REIT II Lacombe MOB, LLC and CC Lacombe, LLC, dated February 8, 2010.

99.1 Grubb & Ellis Healthcare REIT II, Inc. Press Release, dated February 16, 2010.






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.

         
    Grubb & Ellis Healthcare REIT II, Inc.
          
February 12, 2010   By:   /s/ Jeffrey T. Hanson
       
        Name: Jeffrey T. Hanson
        Title: Chief Executive Officer


Exhibit Index


     
Exhibit No.   Description

 
10.1
  Real Estate Purchase Agreement between G&E HC REIT II Lacombe MOB, LLC and CC Lacombe, LLC, dated February 8, 2010
99.1
  Grubb & Ellis Healthcare REIT II, Inc. Press Release, dated February 16, 2010