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):
July
19, 2010
CORNERSTONE
HEALTHCARE PLUS REIT, INC.
(Exact
name of registrant as specified in its charter)
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Maryland
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000-53969
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20-5721212
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(State or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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1920
Main Street, Suite 400
Irvine,
California 92614
(Address
of principal executive offices)
(949)
852-1007
(Registrant’s
telephone number, including area code)
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 obligations of the registrant under any of the following
provisions.
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14d-2(b)
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)
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Item
1.01. Entry into a Material Definitive Agreement
On July
19, 2010, through a wholly-owned subsidiary, we entered into a definitive
purchase and sale agreement (the “Agreement”) in connection with the acquisition
of the Global Rehab Inpatient Rehab Facility (the “Facility”), located in
Dallas, TX, from The Cirrus Group, a non-related party, for a purchase price of
approximately $15.0 million. Except with respect to specific
contingencies, we do not have the right to terminate the agreement without the
seller’s consent. We would fund the purchase of the Facility with
proceeds from a mortgage loan from an unaffiliated lender and with proceeds from
our initial public offering.
The
Facility is approximately 40,000 square feet, with 42 beds, constructed in 2008
and is master-leased to GlobalRehab LP through February 2024, with two
additional five year renewal options. The Facility is GlobalRehab’s
second inpatient rehab facility (“IRF”) and currently has approximately 30
physician partner-owners and over 150 physicians on staff actively referring
patients.
GlobalRehab
is a physician-owned IRF operator which was formed in 2006. The
GlobalRehab vision is to provide comprehensive post-acute services that
encompass a total approach that includes physical, cognitive, emotional and
spiritual therapies. The patient-centric approach includes an interdisciplinary
team of clinicians who create individualized care plans that utilize progressive
procedures and breakthrough technologies to attempt to achieve the highest level
of successful patient outcomes possible.
The
Facility is centrally located in Dallas with close proximity to major medical
centers. The primary referral sources are discharges from UT
Southwestern Medical Center and Parkland Memorial Hospital. Both are
large hospitals in the Dallas medical center, approximately 2.5 miles southeast
of the Facility. In addition, several other hospitals in the medical
center are active referral sources for the Facility due to capacity or physician
preference.
In
evaluating this acquisition and determining the appropriate amount of
consideration to be paid for this acquisition, we considered a variety of
factors including overall valuation of targeted net rental income, location,
demographics, existing and planned competitive properties, and analyzed how the
property compares to comparable properties in its market.
In
connection with executing the Agreement, we paid a $355,000 deposit to an escrow
account, and under the terms of the Agreement, we are obligated to pay certain
closing costs, including, but not limited to, attorney fees, certain title
insurance premiums, survey costs, recording costs and escrow charges. The
deposit became non-refundable upon execution of the Agreement except with
respect to specific contingencies. The Agreement closing date is
currently scheduled for August 2010. Although most contingencies have
been satisfied and we expect to close in accordance with the terms of the
Agreement, there can be no assurance that remaining contingencies will be
satisfied or that events will not arise that could prevent us from acquiring the
property.
Item
5.02 Departure of Directors or Certain Officers; Appointment of Certain
Officers
On July
21, 2010, Alfred J. Pizzurro, our Senior Vice President and Secretary, informed
the company that he would be resigning from his positions with us effective July
21, 2010.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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CORNERSTONE
HEALTHCARE PLUS REIT, INC.
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Dated: July
21, 2010
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By:
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/s/
SHARON C. KAISER
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Sharon
C. Kaiser,
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Chief
Financial
Officer
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