false
0001782430
0001782430
2024-12-20
2024-12-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) December
20, 2024 (December 19, 2024)
Strawberry
Fields REIT, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-41628 |
|
84-2336054 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
file
number) |
|
(IRS
employer
identification
no.) |
6101
Nimtz Parkway |
|
|
|
|
South
Bend, Indiana |
|
|
|
46628 |
(Address
of principal executive offices) |
|
|
|
(Zip
Code) |
(574)
807-0800
(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 obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
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)) |
Securities
Registered pursuant to Section 12(b) of the Act:
Title
of each class registered |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
Common
Stock, $0.0001 par value |
|
STRW |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute
forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking
statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements
relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash
flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially
from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail
in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable securities laws.
Item
2.01. Completion of Acquisition or Disposition of Assets
As
reported in the Company’s Form 8-K filed on October 15, 2024, the Company entered into a Purchase and Sale Agreement (the “Purchase
Agreement”), with GAHC4 Kansas City MO SNF, LLC, GAHC4 Salisbury MO SNF, LLC, GAHC4 Florissant MO SNF, LLC, GAHC4 Sedalia MO SNF,
LLC, GAHC4 Milan MO SNF, LLC, GAHC4 Trenton MO SNF, LLC, GAHC4 Moberly MO SNF, LLC, GAHC4 St. Elizabeth MO SNF, LLC, (collectively, the
“Sellers”) with respect to the purchase of eight healthcare Facilities located in Missouri (the “Facilities”).
The Sellers are not affiliates of the Company. The Company assigned the right to acquire the Facilities to newly organized indirect subsidiaries
of Strawberry Fields Realty, LP, the Company’s operating partnership.
The
Company closed on the acquisition of the Facilities on December 19, 2024. At that time, such subsidiaries paid the remainder of
the $87,500,000 purchase price (following the Company having paid a $2,500,000 deposit at the time of entering into the Purchase Agreement.
The
Facilities are currently leased under an initial 15-year master lease agreement to a group of third party tenants; the lease is currently
in its sixth year. Under the master lease, (i) the tenants are currently on a triple net basis (ii) the tenants have 2 ten-year options
to extend the lease. The material terms of the master lease will not be modified as a result of the purchase of the Facilities. The tenants
operate the Facilities as skilled nursing facilities. The eight Facilities are comprised of 1,111 licensed beds.
The
purchase price for the Facilities was $87,500,000. The Company plans to pay the balance of the purchase price utilizing funds provided
by a third-party lender and the Company’s current working capital.
Item 8.01 Other Events.
On December 20, 2024, the Company issued a press
release regarding the completion of the acquisition of the Facilities. A copy of the press release is included as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements of Properties Acquired
The
Company will file the financial statements required by Item 9.01(a) with respect to the acquisition under the cover of Form 8-K/A not
later than 71 calendar days after the deadline for filing this Form 8-K.
(b)
Pro Forma Financial Information
The
Company will file the financial statements the pro forma financial information required by Item 9.01(b) under the cover of Form 8-K/A
but not later than 71 calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.
(d)
Exhibits
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.
Strawberry Fields REIT Inc. |
|
|
|
|
Date: |
December
20, 2024 |
|
|
|
|
By: |
/s/
Moishe Gubin |
|
|
Moishe
Gubin |
|
|
Chief
Executive Officer and Chairman |
|
Exhibit 99.1
STRAWBERRY
FIELDS REIT COMPLETES THE ACQUISITION OF
EIGHT
HEALTHCARE FACILITIES LOCATED IN MISSOURI
South
Bend, IN. December 20, 2024 (ACCESSWIRE) Strawberry Fields REIT, Inc. (NYSE AMERICAN: STRW) (the “Company”) today announced
that it completed the acquisition of eight Healthcare Facilities, comprised of 1,111 beds, located in Missouri (the “Facilities”)
for $87,500,000.
The
Facilities are currently leased under an existing master lease agreement to a group of third-party tenants. Under the master lease, the
tenant currently pays annual rents of $8.9 million on a triple net basis.
Moishe
Gubin, the Company’s Chairman & CEO, noted: “I am excited that the Company completed this sizable acquisition in Missouri.
Missouri is a new state for the Company and brings a strong local third-party operator. This acquisition is a great example of a deal
type the Company is looking for and anticipates similar future deals which will allow the Company to continue to grow in its disciplined
manner.”
About
Strawberry Fields REIT
Strawberry
Fields REIT, Inc., is a self-administered real estate investment trust engaged in the ownership, acquisition, development and leasing
of skilled nursing and certain other healthcare-related properties. The Company’s portfolio includes 123 healthcare facilities
with an aggregate of 14,000+ beds, located throughout the states of Arkansas, Illinois, Indiana, Kentucky, Michigan, Missouri, Ohio,
Oklahoma, Tennessee and Texas. The 123 healthcare facilities comprise 112 skilled nursing facilities, nine assisted living facilities,
and two long-term acute care hospitals.
Safe
Harbor Statement
Certain
statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Those forward-looking statements include all statements that are not historical statements of fact and those regarding our
intent, belief or expectations, including, but not limited to, statements regarding: future financing plans, business strategies, growth
prospects and operating and financial performance; expectations regarding the making of distributions and the payment of dividends; and
compliance with and changes in governmental regulations.
Words
such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “believe(s),”
“may,” “will,” “would,” “could,” “should,” “seek(s)” and similar
expressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on
management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could lead to actual
results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying the forward-looking
statements are reasonable, we can give no assurance that our expectations will be attained. Factors which could have a material adverse
effect on our operations and future prospects or which could cause actual results to differ materially from our expectations include,
but are not limited to: (i) the COVID-19 pandemic and the measures taken to prevent its spread and the related impact on our business
or the businesses of our tenants; (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the
triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and
hold us harmless from and against various claims, litigation and liabilities; (iii) the ability of our tenants to comply with applicable
laws, rules and regulations in the operation of the facilities we lease to them; (iv) the ability and willingness of our tenants to renew
their leases with us upon their expiration, and the ability to reposition our facilities on the same or better terms in the event of
nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur
in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify (a) tenants who meet our
credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective facilities
to such tenants on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii)
access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel;
(x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other
state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential
liability relating to environmental matters and illiquidity of real estate investments; and (xiii) any additional factors included under
“Risk Factors” in our Annual Report Form 10-K dated March 19, 2024, including in the section entitled “Risk Factors”
in Item 1A of Part I of such report, as such risk factors may be amended, supplemented or superseded from time to time by other reports
we file with the SEC.
Forward-looking
statements speak only as of the date of this press release. Except in the normal course of our public disclosure obligations, we expressly
disclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations
or any change in events, conditions or circumstances on which any statement is based.
Investor
Relations:
Strawberry
Fields REIT, Inc.
IR@sfreit.com
+1
(773) 747-4100 x422
v3.24.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Strawberry Fields REIT (AMEX:STRW)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Strawberry Fields REIT (AMEX:STRW)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024