Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, UHS of
On
In consideration therefor, two wholly-owned subsidiaries of UHS transferred the
real estate assets of the following properties to us: (i)
On the Closing Date: (i) ARMC and
We intend to structure the purchase and sale as a like-kind exchange of property under the provisions of Section 1031 of the Internal Revenue Code of 1986, as amended.
Pursuant to the Master Lease, each lessee has the option, among other things, to renew the lease at the lease terms described below by providing notice to us at least 90 days prior to the termination of the then current term. The lessees also have the right to purchase the respective leased facilities from us at their appraised fair market value upon any of the following: (i) at the end of the lease terms or any renewal terms; (ii) upon one month's notice should a change of control of the Trust occur, or; (iii) within the time period as specified in the lease in the event that the lessee provides notice to us of their intent to offer a substitution property/properties in exchange for one of facilities leased from us, should we be unable to reach an agreement with the lessee on the properties to be substituted. Additionally, each lessee has rights of first refusal to: (i) purchase the respective leased facilities during and for 180 days after the lease terms at the same price, terms and conditions of any third-party offer, or; (ii) renew the lease on the respective leased facility at the end of, and for 180 days after, the lease term at the same terms and conditions pursuant to any third-party offer.
The Fixed Term of each of the Canyon Creek Lease and ARMC Lease is approximately
twelve (12) years, ending on
The Minimum Rent (as defined in the Master Lease) payable pursuant to the Master
Lease for the first lease year is the annual sum of approximately
The foregoing description of the APSA,
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Related Party Matters: All of our officers are employees of a wholly-owned subsidiary of UHS. In addition, our Chairman of the Board and Chief Executive Officer is Executive Chairman of UHS and one of our directors is a director and Chief Executive Officer of UHS.
UHS owns 5.7% of our outstanding shares of beneficial interest.
We now have four hospital facilities leased to wholly-owned subsidiaries of UHS. Additionally, another hospital facility of ours is leased to a joint venture between a subsidiary of UHS and a third party. We also have nineteen medical office buildings, general office buildings or free-standing emergency departments that are either wholly or jointly-owned by us that include tenants which are subsidiaries or joint ventures of UHS.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The transactions described in Item 1.01 hereto were completed on
The information provided in "Item 1.01 - Entry into a Material Definitive Agreement" is hereby incorporated into this Item 2.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Asset Purchase and Sale Agreement, dated as ofDecember 31, 2021 by and amongUniversal Health Realty Income Trust , aMaryland real estate investment trust, Universal Health Services, Inc., aDelaware corporation and certain of its wholly-owned subsidiaries,Aiken Regional Medical Centers, LLC , aSouth Carolina limited liability company,Temple Behavioral Healthcare Hospital, Inc. , aTexas corporation, andUniversal Health Services of Rancho Springs, Inc. , aCalifornia corporation. 10.2 Master Lease Document adopted as part of the leases to be executed byUniversal Health Realty Income Trust , aMaryland real estate investment trust, as Lessor, andWholly-Owned Subsidiaries Of Universal Health Services, Inc. , aDelaware corporation ("UHS"). 10.3 Lease made as ofDecember 31, 2021 betweenUniversal Health Realty Income Trust , aMaryland real estate investment trust, andAiken Regional Medical Centers, LLC , aSouth Carolina limited liability company. 10.4 Lease made as ofDecember 31, 2021 betweenUniversal Health Realty Income Trust , aMaryland real estate investment trust, andTemple Behavioral Healthcare Hospital, Inc. , aTexas corporation. 10.5 Guaranty of Universal Health Services, Inc., aDelaware corporation in favor ofUniversal Health Realty Income Trust , aMaryland real estate investment trust of those certain leases, dated as ofDecember 31, 2021 , (i) by and betweenLessor and Aiken Regional Medical Center LLC , as lessee, and (ii) by and betweenLessor and Temple Behavioral Healthcare Hospital, Inc. , as lessee. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
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