UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: ( |
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N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | | Trading Symbol(s): | | Name of each exchange on which registered: |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | þ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
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| 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 ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
The number of shares of the registrant’s common stock outstanding at May 5, 2026 was
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TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
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CHIRON REAL ESTATE INC.
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except par values)
As of | |||||||
| March 31, 2026 | | December 31, 2025 | | |||
Assets | |||||||
Investment in real estate: | |||||||
Land | $ | | $ | | |||
Building |
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Site improvements |
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Tenant improvements |
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Acquired lease intangible assets |
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Less: accumulated depreciation and amortization |
| ( |
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Investment in real estate, net |
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Cash and cash equivalents |
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Restricted cash |
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Tenant receivables, net |
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Due from related parties | | | |||||
Escrow deposits |
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Deferred assets |
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Derivative assets | | | |||||
Goodwill | | | |||||
Investment in unconsolidated joint ventures | | | |||||
Other assets |
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Total assets | $ | | $ | | |||
Liabilities and Equity | |||||||
Liabilities: | |||||||
Credit Facility, net of unamortized debt issuance costs of $ | $ | | $ | | |||
Notes payable, net of unamortized debt issuance costs of $ |
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Accounts payable and accrued expenses |
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Dividends payable |
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Security deposits |
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Other liabilities |
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Acquired lease intangible liabilities, net |
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Total liabilities |
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Commitments and Contingencies | |||||||
Equity: | |||||||
Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
| ( |
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Accumulated other comprehensive income |
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Total Chiron Real Estate Inc. stockholders' equity |
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Noncontrolling interest |
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Total equity |
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Total liabilities and equity | $ | | $ | | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHIRON REAL ESTATE INC.
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
Three Months Ended March 31, | |||||||
| | 2026 | | 2025 | | ||
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Revenue | |||||||
Rental revenue | $ | | $ | | |||
Other income |
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Total revenue |
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Expenses | |||||||
General and administrative | | | |||||
Operating expenses | | | |||||
Depreciation expense | | | |||||
Amortization expense | | | |||||
Interest expense | | | |||||
Total expenses |
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Income before other income (expense) | | | |||||
Gain on sale of investment properties | — | | |||||
Equity loss from unconsolidated joint ventures | ( | ( | |||||
Net income | $ | | $ | | |||
Less: Preferred stock dividends | ( | ( | |||||
Less: Net loss (income) attributable to noncontrolling interest | | ( | |||||
Net (loss) income attributable to common stockholders | $ | ( | $ | | |||
Net (loss) income attributable to common stockholders per share – basic and diluted | $ | ( | $ | | |||
Weighted average shares outstanding – basic and diluted | | | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHIRON REAL ESTATE INC.
Condensed Consolidated Statements of Comprehensive Income
(unaudited and in thousands)
Three Months Ended March 31, | |||||||
| | 2026 | | 2025 | | ||
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Net income | $ | | $ | | |||
Other comprehensive income (loss): | |||||||
Increase (decrease) in fair value of interest rate swap agreements |
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| ( | |||
Total other comprehensive income (loss) |
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| ( | |||
Comprehensive income (loss) |
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| ( | |||
Less: Preferred stock dividends |
| ( | ( | ||||
Less: Comprehensive (income) loss attributable to noncontrolling interest |
| ( | | ||||
Comprehensive income (loss) attributable to common stockholders | $ | | $ | ( | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHIRON REAL ESTATE INC.
Condensed Consolidated Statements of Equity
(unaudited and in thousands, except per share amounts)
For the Three Months Ended March 31, 2026:
Chiron | ||||||||||||||||||||||||||||
Accumulated | Real | |||||||||||||||||||||||||||
Additional | Other | Estate Inc. | Non- | |||||||||||||||||||||||||
Common Stock | Preferred Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | controlling | Total | |||||||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Income | | Equity | | Interest | | Equity | |||||||||
Balances, December 31, 2025 |
| | $ | |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | ||||||||
Net income (loss) |
| — |
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| ( |
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Change in fair value of interest rate swap agreements |
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Stock-based compensation expense |
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Dividends to common stockholders |
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Dividends to preferred stockholders |
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Dividends to noncontrolling interest |
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Balances, March 31, 2026 |
| | $ | |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | ||||||||
For the Three Months Ended March 31, 2025:
Chiron | ||||||||||||||||||||||||||||
Accumulated | Real | |||||||||||||||||||||||||||
Additional | Other | Estate Inc. | Non- | |||||||||||||||||||||||||
Common Stock | Preferred Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | controlling | Total | |||||||||||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Capital | | Deficit | | Income | | Equity | | Interest | | Equity | ||||||||
Balances, December 31, 2024 | | $ | |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | |||||||||
Net income |
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LTIP Units redeemed for common stock | | — | — | — | | — | — | | ( | — | ||||||||||||||||||
Change in fair value of interest rate swap agreements |
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Stock-based compensation expense |
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Dividends to common stockholders |
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Dividends to preferred stockholders |
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Dividends to noncontrolling interest |
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Balances, March 31, 2025 |
| | $ | |
| | $ | | $ | | $ | ( | $ | | $ | | $ | | $ | | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHIRON REAL ESTATE INC.
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)
Three Months Ended March 31, | |||||||
| | 2026 | | 2025 | | ||
Operating activities | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation expense |
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Amortization of acquired lease intangible assets |
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Amortization of above market leases, net |
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Amortization of debt issuance costs and other |
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Stock-based compensation expense |
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Gain on sale of investment properties | — | ( | |||||
Equity loss from unconsolidated joint venture | | | |||||
Other |
| ( |
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Changes in operating assets and liabilities: | |||||||
Tenant receivables |
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Deferred assets |
| ( |
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Other assets and liabilities |
| ( |
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Accounts payable and accrued expenses |
| ( |
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Security deposits | | | |||||
Net cash provided by operating activities |
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Investing activities | |||||||
Purchase of land, buildings, and other tangible and intangible assets and liabilities | — | ( | |||||
Net proceeds from sale of investment properties | — | | |||||
Investment in unconsolidated joint venture | ( | — | |||||
Distribution of capital from unconsolidated joint venture | | | |||||
Escrow deposits for purchase of properties |
| — |
| ( | |||
Advances made to related parties |
| ( |
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Capital expenditures on existing real estate investments | ( | ( | |||||
Leasing commissions | ( | ( | |||||
Net cash used in investing activities |
| ( |
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Financing activities | |||||||
Escrow deposits required by third party lenders |
| — | ( | ||||
Repayment of notes payable |
| ( | ( | ||||
Proceeds from Credit Facility |
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Repayment of Credit Facility |
| ( | ( | ||||
Payment of debt issuance costs | ( | — | |||||
Dividends paid to common stockholders, and OP Unit and LTIP Unit holders |
| ( | ( | ||||
Dividends paid to preferred stockholders |
| ( | ( | ||||
Net cash (used in) provided by financing activities |
| ( |
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Net decrease in cash and cash equivalents and restricted cash |
| ( |
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Cash and cash equivalents and restricted cash—beginning of period |
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Cash and cash equivalents and restricted cash—end of period | $ | | $ | | |||
Supplemental cash flow information: | |||||||
Cash payments for interest | $ | | $ | | |||
Noncash financing and investing activities: | |||||||
Accrued dividends payable | $ | | $ | | |||
Interest rate swap agreements fair value change recognized in other comprehensive income (loss) | $ | ( | $ | | |||
LTIP Units and OP Units redeemed for common stock | $ | — | $ | | |||
Accrued capital expenditures and leasing commissions included in accounts payable and accrued expenses | $ | | $ | | |||
Recognition of lease liability related to right of use asset | $ | — | $ | | |||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CHIRON REAL ESTATE INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
(dollars in thousands, except per share amounts or as otherwise indicated)
Note 1 – Organization
Chiron Real Estate Inc. (the “Company”) is a Maryland corporation and internally managed real estate investment trust (“REIT”) that primarily acquires (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. The Company holds its facilities and conducts its operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). The Company serves as the sole general partner of the Operating Partnership through a wholly owned subsidiary of the Company, Chiron Real Estate GP LLC, a Delaware limited liability company. As of March 31, 2026, the Company owned
Note 2 – Summary of Significant Accounting Policies
Basis of presentation
The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures required for annual consolidated financial statements have been condensed or excluded pursuant to such rules and regulations. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, considered necessary for a fair presentation of the interim financial statements presented have been included.
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company, including the Operating Partnership, its wholly owned subsidiaries, and its equity investment in unconsolidated joint ventures. The Company presents the portion of any equity it does not own but controls (and thus consolidates) as noncontrolling interest. Noncontrolling interest in the Company includes the LTIP Units that have been granted to directors, officers and affiliates of the Company and the OP Units held by third parties. Refer to Note 5 – “Equity” and Note 7 – “Stock-Based Compensation” for additional information regarding the OP Units and LTIP Units.
The Company classifies noncontrolling interest as a component of consolidated equity on its Condensed Consolidated Balance Sheets, separate from the Company’s total equity. The Company’s net income or loss is allocated to noncontrolling interests based on the respective ownership or voting percentage in the Operating Partnership associated with such noncontrolling interests and is removed from consolidated income or loss on the Condensed Consolidated Statements of Operations in order to derive net income or loss attributable to common stockholders. The noncontrolling ownership percentage is calculated by dividing the aggregate number of LTIP Units and OP Units by the total number of units and shares outstanding.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and footnotes. Actual results could differ from those estimates.
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Cash and Cash Equivalents and Restricted Cash
The Company considers all demand deposits, cashier’s checks, money market accounts, and certificates of deposit with a maturity of three months or less to be cash equivalents. Amounts included in restricted cash represent certain security deposits received from tenants at the inception of their leases and funds held by the Company related to certain tenant reimbursements. The following table provides a reconciliation of the Company’s cash and cash equivalents and restricted cash:
As of March 31, | ||||||
| 2026 | | 2025 | |||
Cash and cash equivalents |
| $ | |
| $ | |
Restricted cash | | | ||||
Total cash and cash equivalents and restricted cash |
| $ | |
| $ | |
Tenant Receivables, Net
Tenant receivables consist primarily of amounts due from tenants for contractual rent and tenant reimbursements for real estate taxes, insurance, and certain other operating expenses. Receivables arising from operating leases are accounted for in accordance with ASC Topic 842 “Leases” (“ASC Topic 842”). The Company evaluates the collectability of tenant receivables at each reporting date by monitoring the creditworthiness and liquidity of its tenants and assessing historical collection experience and current economic conditions. If the collection of substantially all lease payments is no longer considered probable, the Company ceases recognizing revenue on a straight-line basis and recognizes revenue only as cash is received. As of March 31, 2026 and December 31, 2025, the Company had a portfolio level reserve of $
Deferred Assets
The deferred assets balance as of March 31, 2026 and December 31, 2025 was $
Derivative Assets - Interest Rate Swaps
The derivative assets balance as of March 31, 2026 and December 31, 2025, was $
Goodwill
The Company’s goodwill balance was $
Unconsolidated Joint Ventures
GII Joint Venture
In December 2024, the Company sold certain assets to a newly formed joint venture, GII Global Medical Holdings LLC (the “GII Joint Venture”), with the Company, through its Operating Partnership, and Heitman Global Real Estate REIT LLC (“Heitman”) and their subsidiaries. The Company retained a
Active Adult Joint Venture
On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of an active adult residential community near Minneapolis, Minnesota (the “Active Adult Joint Venture”). The Company invested $
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equity interest, with the developer retaining a
The Company accounts for its joint venture investments using the equity method. Under this method, the investment is initially recorded at cost and subsequently adjusted for the Company’s share of net income or loss, as well as any cash contributions or distributions. The net equity investment is included in the “Investment in unconsolidated joint venture” line on the Condensed Consolidated Balance Sheets, and the Company’s share of net income or loss is included in “Equity income (loss) from unconsolidated joint venture” on the Condensed Consolidated Statements of Operations. Distributions are classified as operating cash inflows to the extent of cumulative equity in earnings recognized, with any excess classified as investing cash inflows.
Other Assets
Other assets consisted of the following as of March 31, 2026 and December 31, 2025. Refer to Note 8 – “Leases” for additional details on right of use assets.
As of March 31, | As of December 31, | |||||
| 2026 | | 2025 | |||
Right of use assets |
| $ | |
| $ | |
Capitalized construction in process costs | | | ||||
Prepaid assets | | | ||||
Capitalized leasing commissions, net | | | ||||
Capitalized software costs and miscellaneous assets, net | | | ||||
Total Other assets |
| $ | |
| $ | |
Other Liabilities
The other liabilities balance as of March 31, 2026 and December 31, 2025 was $
Segment Reporting
In December 2024, the Company adopted ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” for its fiscal year 2024 annual financial statements and interim financial statements thereafter. The adoption of ASU 2023-07 did not have a material impact on the Company’s financial condition, results of operations, or disclosures.
The Company acquires healthcare facilities leased to physician groups and regional and national healthcare systems. The Company operates and manages its business as
New Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU 2024-03 requires public companies to provide disaggregated disclosure in tabular format in the notes to financial statements of specific expenses, including but not limited to: (i) employee compensation, (ii) depreciation, and (iii) intangible asset amortization. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarifies that the amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the impact ASU 2024-03 will have on its disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), to improve the guidance in ASC Topic 270, Interim Reporting, including by clarifying when Topic 270 is applicable, improving the navigability of interim disclosure requirements, and establishing a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. For public business entities, ASU 2025-11 is effective
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for interim reporting periods within annual reporting periods beginning after December 15, 2027 (and for entities other than public business entities, beginning after December 15, 2028). Early adoption is permitted, and the amendments may be applied retrospectively or prospectively. The Company is evaluating the impact ASU 2025-11 will have on its disclosures.
Note 3 – Property Portfolio
Summary of Properties Acquired and Sold During the Three Months Ended March 31, 2026
During the three months ended March 31, 2026, the Company completed no acquisitions or dispositions.
A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of March 31, 2026 is as follows:
Site | Tenant | Acquired Lease | Gross Investment in | |||||||||||||||
| Land | | Building | | Improvements | | Improvements | | Intangible Assets | | Real Estate | |||||||
Balances as of December 31, 2025 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Capitalized costs(1) |
| — | | | | — |
| | ||||||||||
Total Additions: | — | | | | — | | ||||||||||||
Balances as of March 31, 2026 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
| (1) | Represents capital projects that were completed and placed in service during the three months ended March 31, 2026 related to the Company’s existing facilities. |
Depreciation expense was $
As of March 31, 2026, the Company had aggregate capital improvement commitments and obligations to improve, expand, and maintain the Company’s existing facilities of approximately $
Summary of Properties Acquired and Sold During the Year Ended December 31, 2025
During the year ended December 31, 2025, the Company completed the acquisition of a
During the year ended December 31, 2025, the Company completed
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A rollforward of the gross investment in land, building, improvements, and acquired lease intangible assets as of December 31, 2025 is as follows:
Site | Tenant | Acquired Lease | Gross Investment in | |||||||||||||||
| Land | | Building | | Improvements | | Improvements | | Intangible Assets | | Real Estate | |||||||
Balances as of December 31, 2024 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
Facility Acquired – Date Acquired: | ||||||||||||||||||
Carondelet - 2/7/25 | — | | — | | | | ||||||||||||
Silverbell - 2/7/25 | — | | — | | | | ||||||||||||
Slippery Rock - 2/7/25 | — | | | | | | ||||||||||||
Clive - 4/1/25 | — | | | | | | ||||||||||||
Des Moines - 4/1/25 | — | | | | | | ||||||||||||
Capitalized costs(1) |
| — | | | | — |
| | ||||||||||
Total Additions: | — | | | | | | ||||||||||||
Facility Sold – Date Sold: | ||||||||||||||||||
Derby - 2/18/25 | ( | ( | ( | ( | ( | ( | ||||||||||||
Coos Bay - 3/19/25 | ( | ( | ( | ( | ( | ( | ||||||||||||
Chipley - 4/30/25 | ( | ( | ( | ( | ( | ( | ||||||||||||
2999 Germantown - 8/7/25 | ( | ( | — | — | — | ( | ||||||||||||
Aurora - 9/4/25 | ( | ( | ( | ( | ( | ( | ||||||||||||
Memphis Exeter - 11/4/25 | ( | ( | — | — | — | ( | ||||||||||||
Melbourne - 12/30/25 | ( | ( | ( | ( | ( | ( | ||||||||||||
Total Dispositions: | ( | ( | ( | ( | ( | ( | ||||||||||||
Impairment of investment properties(2) | ( | ( | — | — | — | ( | ||||||||||||
Balances as of December 31, 2025 | $ | | $ | | $ | | $ | | $ | | $ | | ||||||
(1) | Represents capital projects that were completed and placed in service during the year ended December 31, 2025 related to the Company’s existing facilities. |
(2) | In August 2025, the Company entered into an agreement to sell its facility located in Aurora, Illinois, and recognized an impairment loss of $ |
Lease Intangible Assets and Liabilities
The following is a summary of the carrying amount of lease intangible assets and liabilities as of the dates presented:
As of March 31, 2026 | |||||||||
Accumulated | |||||||||
| Cost | | Amortization | | Net | ||||
Assets | |||||||||
In-place leases | $ | | $ | ( | $ | | |||
Above market leases |
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| ( |
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Leasing costs |
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$ | | $ | ( | $ | | ||||
Liability | |||||||||
Below market leases | $ | | $ | ( | $ | | |||
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As of December 31, 2025 | |||||||||
| | Accumulated | | ||||||
Cost | Amortization | Net | |||||||
Assets |
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In-place leases | $ | | $ | ( | $ | | |||
Above market leases |
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| ( |
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Leasing costs |
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| ( |
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$ | | $ | ( | $ | | ||||
Liability |
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Below market leases | $ | | $ | ( | $ | | |||
The following is a summary of the acquired lease intangible amortization:
Three Months Ended | ||||||
March 31, | ||||||
| 2026 | | 2025 | |||
Amortization expense related to in-place leases | $ | | $ | | ||
Amortization expense related to leasing costs | $ | | $ | | ||
Decrease in rental revenue related to above market leases | $ | | $ | | ||
Increase in rental revenue related to below market leases | $ | ( | $ | ( | ||
As of March 31, 2026, scheduled future aggregate net amortization of the acquired lease intangible assets and liabilities for each year ended December 31 is listed below:
| | |||||
Net Decrease | Net Increase | |||||
in Revenue | in Expense | |||||
2026 (nine months remaining) | $ | ( | $ | | ||
2027 |
| ( |
| | ||
2028 |
| ( |
| | ||
2029 |
| ( |
| | ||
2030 | ( | | ||||
Thereafter |
| ( |
| | ||
Total | $ | ( | $ | | ||
As of March 31, 2026, the weighted average amortization periods for asset lease intangibles and liability lease intangibles were
Note 4 – Credit Facility, Notes Payable and Derivative Instruments
Credit Facility
On October 8, 2025, the Operating Partnership, as borrower, and certain of its subsidiaries entered into an amended and restated $
The Operating Partnership is subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than
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The Company has entered into interest rate swaps to hedge its interest rate risk on the Term Loan A Tranches and Term Loan B through their respective maturities. For additional information related to the interest rate swaps, see the “Derivative Instruments - Interest Rate Swaps” section herein.
During the three months ended March 31, 2026, the Company borrowed $
As of March 31, 2026 and December 31, 2025, the Company had the following outstanding borrowings under the Credit Facility:
| | March 31, 2026 | | December 31, 2025 | ||
Revolver | $ | | $ | | ||
Term Loan A Tranches | | | ||||
Term Loan B |
| |
| | ||
Credit Facility, gross | | | ||||
Less: Unamortized debt issuance costs |
| ( |
| ( | ||
Credit Facility, net | $ | | $ | | ||
Costs incurred related to the Credit Facility, net of accumulated amortization, are netted against the Company’s “Credit Facility, net of unamortized debt issuance costs” balance in the accompanying Condensed Consolidated Balance Sheets. Amortization expense incurred related to debt issuance costs was $
Notes Payable, Net of Debt Issuance Costs
The Company, through certain of its wholly owned subsidiaries, entered into or assumed a loan in connection with the acquisitions of the Toledo facility. As of March 31, 2026 and December 31, 2025, the Company had the following outstanding borrowings under the loan:
| March 31, 2026 | | December 31, 2025 | |||
Toledo loan (1) | $ | | $ | | ||
Unamortized debt issuance costs |
| — |
| — | ||
Notes payable, net | $ | | $ | | ||
| (1) | The Toledo loan has an annual interest rate of |
Amortization expense incurred related to debt issuance costs was $0 and $9 for the three months ended March 31, 2026 and 2025, respectively, and is included in the “Interest Expense” line item in the accompanying Condensed Consolidated Statements of Operations.
The Company made principal payments of $
As of March 31, 2026, scheduled principal payments due for each year ended December 31 were as follows:
2026 (nine months remaining) | $ | | |
2027 | | ||
2028 | | ||
2029 | | ||
2030 | | ||
Thereafter | | ||
Total | $ | |
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Senior Note Facility
On March 2, 2026, the Company entered into a Master Note and Guaranty Agreement (the “Senior Note Agreement”) with NYL Investors LLC and certain of its affiliates (collectively, the “Purchasers”). The Senior Note Agreement establishes an uncommitted senior unsecured note facility pursuant to which the Company may issue senior unsecured promissory notes (“Notes”) from time to time in one or more series to the Purchasers in an aggregate principal amount of up to $
Derivative Instruments - Interest Rate Swaps
As of March 31, 2026, the Company had
The Company records the swaps either as an asset or a liability measured at its fair value at each reporting period. When hedge accounting is applied, the change in the fair value of derivatives designated and that qualify as cash flow hedges is (i) recorded in accumulated other comprehensive income in the equity section of the Company’s Condensed Consolidated Balance Sheets and (ii) subsequently reclassified into earnings as interest expense for the period that the hedged forecasted transactions affect earnings. If specific hedge accounting criteria are not met, changes in the Company’s derivative instruments’ fair value are recognized currently as an adjustment to net income. As of March 31, 2026 and December 31, 2025, all of the Company’s swaps met the criteria for hedge accounting.
The Company’s interest rate swaps are not traded on an exchange. The Company’s interest rate swaps are recorded at fair value based on a variety of observable inputs including contractual terms, interest rate curves, yield curves, measure of volatility, and correlations of such inputs. The Company measures its derivatives at fair value on a recurring basis based on the expected size of future cash flows on a discounted basis and incorporates a measure of non-performance risk. The fair values are based on Level 2 inputs within the framework of ASC Topic 820. The Company considers its own credit risk, as well as the credit risk of its counterparties, when evaluating the fair value of its derivative instruments.
The fair value of the Company’s interest rate swaps was an asset of $
The table below details the components of the amounts presented on the accompanying Condensed Consolidated Statements of Comprehensive Income recognized on the Company’s interest rate swaps designated as cash flow hedges for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, | ||||||
| 2026 | | 2025 | |||
Amount of (gain) loss recognized in other comprehensive income (loss) | $ | ( | $ | | ||
Amount of gain reclassified from accumulated other comprehensive income into interest expense |
| |
| | ||
Total change in accumulated other comprehensive (loss) income | $ | ( | $ | | ||
During the next twelve months, the Company estimates that an additional $3,426 will be reclassified as a decrease to interest expense. Additionally, during the three months ended March 31, 2026, the Company recorded total interest expense in its Condensed Consolidated Statements of Operations of $
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Weighted-Average Interest Rate and Term
The weighted average interest rate and term of the Company’s debt was
Note 5 – Equity
In September 2025, the Company completed a
Preferred Stock
The Company’s charter authorizes the issuance of
Series A Preferred stock dividend activity for the three months ended March 31, 2026 is summarized in the following table:
| | | Quarterly | | Dividends | |||||
Date Announced | Record Date | Payment Date | Dividend | per Share | ||||||
| ||||||||||
$ | | $ | | |||||||
$ | | (1) | $ | | ||||||
(1) | Two months of this amount, equal to $ |
The holders of the Series A Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board of Directors (the “Board”) (or a duly authorized committee of the Board). The Series A Preferred Stock dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to
Series B Preferred stock dividend activity for the three months ended March 31, 2026 is summarized in the following table:
| | | Quarterly | | Dividends | |||||
Date Announced | Record Date | Payment Date | Dividend | per Share | ||||||
$ | | $ | | |||||||
$ | | (1) | $ | | ||||||
(1) | Two months of this amount, equal to $ |
The holders of the Series B Preferred Stock are entitled to receive dividend payments only when, as and if declared by the Board (or a duly authorized committee of the Board). The Series B Preferred Stock dividends will accrue or be payable in cash from the original issue date, on a cumulative basis, quarterly in arrears on each dividend payment date at a fixed rate per annum equal to
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Common Stock
The Company had
Common stock dividend activity for the three months ended March 31, 2026 is summarized in the following table:
| | | Dividend | | Dividends | |||||
Date Announced | Record Date | Payment Date | Amount(1)(2) | per Share(3) | ||||||
| ||||||||||
|
| $ | | $ | | |||||
$ | | $ | | |||||||
$ | | $ | | |||||||
$ | | $ | | |||||||
| (1) | Includes distributions on outstanding LTIP Units and OP Units. |
| (2) | Dividend amounts for the May and June dividend are estimated based on the outstanding shares of common stock and units as of March 31, 2026. |
| (3) | On February 24, 2026, the Company’s Board of Directors approved a transition from a quarterly dividend to a monthly dividend. The dividend rate of $ |
During the three months ended March 31, 2026 and 2025, the Company paid total dividends on its common stock, LTIP Units and OP Units in the aggregate amount of $
As of March 31, 2026 and December 31, 2025, the Company had accrued dividend balances of $
The amount of the dividends paid to the Company’s stockholders is determined by the Board and is dependent on a number of factors, including funds available for payment of dividends, the Company’s financial condition and capital expenditure requirements, except that, in accordance with the Company’s organizational documents and Maryland law, the Company may not make dividend distributions that would: (i) cause it to be unable to pay its debts as they become due in the usual course of business; (ii) cause its total assets to be less than the sum of its total liabilities plus senior liquidation preferences; or (iii) jeopardize its ability to maintain its qualification as a REIT.
On February 24, 2026, the Board approved a transition from a quarterly dividend to a monthly dividend. The monthly dividend will be approved quarterly for each month in the applicable quarter. For the upcoming quarter, the Board declared a monthly common stock cash dividend of $
Capital Raising Activity
In January 2024, the Company and the Operating Partnership implemented a $
In February 2026, the Company and the Operating Partnership implemented a $
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Common Stock Repurchase Program
In August 2025, the Board approved a $
OP Units
During the three months ended March 31, 2026, the Operating Partnership did not issue or redeem any OP Units. During the year ended December 31, 2025, the Operating Partnership did not issue any OP Units and redeemed
The OP Unit value at issuance and redemption is based on the Company’s closing share price on the date of the respective transaction and is included as a component of noncontrolling interest equity in the Company’s Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025. The Company has sufficient shares of common stock authorized pursuant to its charter to cover the redemption of outstanding OP Units.
Note 6 – Related Party Transactions
Related Party Balances
The amounts due from related parties as of March 31, 2026 and December 31, 2025 were $
Note 7 – Stock-Based Compensation
2016 Equity Incentive Plan
The 2016 Equity Incentive Plan, as amended (the “Plan”), is intended to assist the Company and its affiliates in recruiting and retaining employees of the Company, members of the Board, executive officers of the Company, and individuals who provide services to the Company and its affiliates.
The Plan is intended to permit the grant of both qualified and non-qualified options and the grant of stock appreciation rights, restricted stock, unrestricted stock, awards of restricted stock units, performance awards and other equity-based awards (including LTIP Units). Based on the grants outstanding as of March 31, 2026, there were
Time-Based Grants
During the three months ended March 31, 2026, the Company granted the following LTIP Units:
Number of | |||||
Date | Description | Units Issued | |||
February 24, 2026 | Final awards under the 2025 Annual Incentive Plan | | |||
February 24, 2026 | Time-based awards under the 2026 Long-Term Incentive Plan | | (1) |
| (1) | Time-based awards under the 2026 Long-Term Incentive Plan vest upon the third anniversary of the respective grant dates. Vesting may be accelerated under certain circumstances such as a “change-in-control” transaction or a “qualified termination” event. |
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A detail of the Company’s outstanding time-based LTIP Units as of March 31, 2026 is as follows:
Vested units | | |
Unvested units |
| |
LTIP Units outstanding as of March 31, 2026 |
| |
Performance Based Awards
The Board has approved annual performance-based LTIP awards (“Annual Awards”) and long-term performance-based LTIP awards (“Long-Term Awards” and together with the Annual Awards, “Performance Awards”) to the executive officers and other employees of the Company. As described below, the Annual Awards have
A detail of the Performance Awards under the 2024, 2025 and 2026 programs as of March 31, 2026 is as follows:
2024 Long-Term Awards |
| |
2025 Long-Term Awards | | |
2026 Annual Awards (1) | | |
2026 Long-Term Awards (2) | | |
Total target Performance Awards as of March 31, 2026 |
| |
| (1) | Approved by the Board on February 24, 2026. The number of target LTIP Units was based on the average closing price of the Company’s common stock reported on the New York Stock Exchange over the 15 trading days preceding the award date. |
| (2) | Approved by the Board on February 24, 2026. The number of target LTIP Units was based on the fair value of the Long-Term Awards as determined by an independent valuation consultant. See additional detail below. |
Annual Awards. The Annual Awards are subject to the terms and conditions of LTIP Annual Award Agreements (“LTIP Annual Award Agreements”) between the Company and each grantee.
The Compensation Committee of the Board (the “Compensation Committee”) and the Board established performance goals for the year ending December 31, 2026, as set forth in the 2026 LTIP Annual Award Agreements (the “Performance Goals”) that will be used to determine the number of LTIP Units earned by each grantee. Cumulative stock-based compensation expense during the three months ended March 31, 2026 reflects management’s estimate of the probability of the number of these awards that will be earned. As soon as reasonably practicable following the end of the performance period, the Compensation Committee and the Board will determine the extent to which the Company has achieved each of the Performance Goals (expressed as a percentage) and, based on such determination, will calculate the number of LTIP Units that each grantee is entitled to receive. Each grantee may earn up to
Vesting. LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows:
Distributions. Distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
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Long-Term Awards. The Long-Term Awards are subject to the terms and conditions of their related LTIP Long-Term Award Agreements (collectively the “LTIP Long-Term Award Agreements”) between the Company and each grantee. The number of LTIP Units that each grantee earns under the LTIP Long-Term Award Agreements will be determined following the conclusion of a
Vesting. LTIP Units that are earned as of the end of the applicable performance period will vest in two installments as follows:
Distributions. Pursuant to the LTIP Long-Term Award Agreements, distributions equal to the dividends declared and paid by the Company will accrue during the applicable performance period on the estimated number of LTIP Units that the grantee could earn and will be paid with respect to all of the earned LTIP Units at the conclusion of the applicable performance period, in cash or by the issuance of additional LTIP Units at the discretion of the Compensation Committee.
Stock-Based Compensation Expense
Compensation expense for LTIP Unit grants, Annual Awards, and Long-Term Awards is based on the grant date fair value of the units/awards, with no subsequent remeasurement required.
As the Long-Term Awards involve market-based performance conditions, the Company utilizes a Monte Carlo simulation to provide a grant date fair value for expense recognition. The Monte Carlo simulation is a generally accepted statistical technique used, in this instance, to simulate a range of possible future stock prices for the Company and the members of the Index over the Performance Periods. The purpose of this modeling is to use a probabilistic approach for estimating the fair value of the performance share award.
The assumptions used in the Monte Carlo simulation include beginning average stock price, valuation date stock price, expected volatilities, correlation coefficients, risk-free rate of interest, and expected dividend yield. The beginning average stock price is the beginning average stock price for the Company and each member of the Index for the
Below are details regarding certain of the assumptions for the Long-Term Awards using Monte Carlo simulations:
2026 Long-Term | 2025 Long-Term | 2024 Long-Term | ||||||||
| Awards | | Awards | | Awards | | ||||
Fair value | $ | | $ | | $ | |
| |||
Target awards |
| |
| |
| |
| |||
Volatility |
| | % |
| | % |
| | % | |
Risk-free rate |
| | % |
| | % |
| | % | |
Dividend assumption |
|
|
|
| ||||||
Expected term in years |
|
|
|
| ||||||
The Company incurred stock compensation expense of $
As of March 31, 2026, total unamortized compensation expense related to these awards of approximately $
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Note 8 – Leases
The Company operates as both a lessor and a lessee. As a lessor, the Company is required under ASC Topic 842 to account for leases using an approach that is substantially similar to ASC Topic 840’s guidance for operating leases and other leases such as sales-type leases and direct financing leases. In addition, ASC Topic 842 requires lessors to capitalize and amortize only incremental direct leasing costs. As a lessee, the Company is required under the new standard to apply a dual approach, classifying leases, such as ground leases, as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC Topic 842 also requires lessees to record a right of use asset and a lease liability for all leases with an initial term of greater than a year regardless of their classification. The Company has also elected the practical expedient not to recognize right of use assets and lease liabilities for leases with a term of a year or less.
Information as Lessor
To generate positive cash flow, as a lessor, the Company leases its facilities to tenants in exchange for fixed monthly payments that cover rent, property taxes, insurance and certain cost recoveries, primarily common area maintenance (“CAM”). The Company’s leases are typically operating leases and generally have initial terms of approximately
Some of the Company’s leases are subject to annual changes in the Consumer Price Index (“CPI”). Although increases in CPI are not estimated as part of the Company’s measurement of straight-line rental revenue, for leases with base rent increases based on CPI, the amount of rent revenue recognized is adjusted in the period the changes in CPI are measured and effective. Additionally, some of the Company’s leases have extension options.
Initial direct costs, primarily commissions related to the leasing of our facilities are capitalized when material as incurred. Capitalized leasing costs are amortized on a straight-line basis over the remaining useful life of the respective leases. All other costs to negotiate or arrange a lease are expensed as incurred.
Lease-related receivables, which include accounts receivable and accrued straight-line rents receivable, are reduced for credit losses, if applicable. The Company regularly evaluates the collectability of its lease-related receivables. The Company’s evaluation of collectability primarily consists of reviewing past due account balances and considering such factors as the credit quality of our tenant, historical trends of the tenant and changes in tenant payment terms. If the Company’s assumptions regarding the collectability of lease-related receivables prove incorrect, the Company could experience credit losses in excess of what was recognized in rental and other revenues.
The Company recognized $
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The aggregate annual cash to be received by the Company on the noncancelable operating leases related to its portfolio as of March 31, 2026 is as follows for the subsequent years ended December 31:
2026 (nine months remaining) | | $ | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 | | ||
Thereafter |
| | |
Total | $ | |
Information as Lessee
The Company has
The following table sets forth the undiscounted cash flows of our scheduled obligations for future lease payments on operating ground leases at March 31, 2026, and a reconciliation of those cash flows to the operating lease liability at March 31, 2026:
2026 (nine months remaining) | | $ | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 | | ||
Thereafter |
| | |
Total | | ||
Discount |
| ( | |
Lease liability | $ | |
Tenant Concentration
During the three months ended March 31, 2026, the Company’s rental revenues were derived from
Note 9 – Commitments and Contingencies
Litigation
The Company is not presently subject to any material litigation nor, to its knowledge, is any material litigation threatened against the Company, which if determined unfavorably to the Company, would have a material adverse effect on the Company’s financial position, results of operations, or cash flows.
Environmental Matters
The Company follows a policy of monitoring its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist at its properties, the Company is not currently aware of any environmental liability with respect to its properties that would have a material effect on its financial position, results of operations, or cash flows. Additionally, the Company is not aware of any material environmental liability or any unasserted claim or assessment with respect to an environmental liability that management believes would require additional disclosure or the recording of a loss contingency.
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Note 10 – Subsequent Events
Contracts to Purchase Seniors Housing Communities
The Landing Alexandria
On May 1, 2026, the Company entered into a purchase agreement with affiliates of Silverstone Senior Living (“SSL”) to acquire the Landing Alexandria (the “Landing”), a
The Riviera at Alexandria
On May 1, 2026, the Company entered into a purchase agreement with affiliates of SSL to acquire the Riviera at Alexandria (the “Riviera”), a
The Pinnacle North Bethesda
On May 6, 2026, the Company entered into a purchase agreement to acquire the Pinnacle North Bethesda (the “Pinnacle”), a
$100 Million Strategic Convertible Perpetual Preferred Equity Investment
On May 6, 2026 the Company entered into an agreement (the “Investment Agreement”) providing for an up to $
The Company may redeem the Series C Convertible Preferred Stock at par at any time, after the fourth anniversary of the final draw under the Investment Agreement. If the Series C Convertible Preferred Stock is redeemed, the Company will issue a warrant (each, a “Warrant”) to each holder of shares of Series C Preferred Stock that is redeemed. Each Warrant will represent a holder’s right to purchase, at an exercise price equal to the conversion price for the Series C Preferred Stock as of the business day before the applicable redemption date, a number of shares of common stock equal to the aggregate liquidation preference of the shares of Series C Preferred
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Stock of such holder to be redeemed divided by the conversion price of the Series C Preferred Stock as of the business day before the applicable redemption date. Each Warrant will be exercisable by the holder thereof, in whole or in part, at any time, or from time to time, prior to the fifth anniversary of the issuance of such Warrant.
Additionally, so long as Maewyn or its affiliates beneficially own at least
Common Dividend Modification
On May 5, 2026, the Board declared a monthly common stock cash dividend of $
Mezzanine Loan
On April 1, 2026, the Company closed a $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our financial statements, including the notes to those financial statements, included elsewhere in this Quarterly Report on Form 10-Q (this “Report”). Some of the statements we make in this section are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain risk factors may cause actual results, performance, or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Annual Report”), that was filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) on March 2, 2026 and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q. Unless otherwise indicated, all dollar amounts in the following discussion are presented in thousands.
Special Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). In particular, statements pertaining to our investment in our Series C Preferred Stock or the terms of the investment agreement by Maewyn Capital Partners and its affiliates, future Board composition, trends, liquidity, capital resources, future dividends, and the healthcare industry and the healthcare real estate markets and opportunity, among others, contain forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
| ● | difficulties in identifying healthcare and seniors housing facilities to acquire (due to increased cost of capital, competition or otherwise) and completing such acquisitions; |
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| ● | defaults on or non-renewal of leases by tenants; |
| ● | our ability to collect rents; |
| ● | increases in interest rates and increased operating costs; |
| ● | macroeconomic and geopolitical factors, including, but not limited to, inflationary pressures, tariffs and international trade policies, elevated interest rates, distress in the banking sector, global supply chain disruptions and ongoing geopolitical conflicts and war; |
| ● | changes in current healthcare and healthcare real estate trends and costs, including wage inflation; |
| ● | an epidemic or pandemic (such as the COVID-19 epidemic), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it; |
| ● | our ability to satisfy the covenants in our existing and any future debt agreements; |
| ● | our ability to refinance our existing debt when needed or on favorable terms; |
| ● | decreased rental rates or increased vacancy rates, including expected rent levels on acquired properties; |
| ● | adverse economic or real estate conditions or developments, either nationally or in the markets in which our facilities are located; |
| ● | our failure to generate sufficient cash flows to service our outstanding obligations; |
| ● | our ability to satisfy our short and long-term liquidity requirements; |
| ● | our ability to deploy the debt and equity capital we raise; |
| ● | our ability to hedge our interest rate risk; |
| ● | our ability to raise additional equity and debt capital on attractive terms or at all; |
| ● | our ability to make distributions on shares of our common and preferred stock or to redeem our preferred stock; |
| ● | expectations regarding the timing and/or completion of any acquisition; |
| ● | expectations regarding the timing and/or completion of dispositions, and the expected use of proceeds therefrom; |
| ● | our use of joint ventures may limit our returns on and our flexibility with jointly-owned investments; |
| ● | general volatility of the market price of our common and preferred stock; |
| ● | changes in our business or our investment or financing strategy; |
| ● | our dependence upon key personnel, whose continued service is not guaranteed; |
| ● | our ability to identify, hire and retain highly qualified personnel in the future; |
| ● | the degree and nature of our competition; |
| ● | changes in healthcare laws, governmental regulations, tax laws and similar matters; |
| ● | changes in expected trends in Medicare, Medicaid and commercial insurance reimbursement trends, including changes in Medicaid reimbursement rates pursuant to the One Big Beautiful Bill Act (the “OBBBA”); |
| ● | competition for investment opportunities; |
| ● | our failure to achieve the anticipated benefits from, and effectively integrate, our completed or anticipated acquisitions and investments; |
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| ● | our expected capital and tenant improvement expenditures; |
| ● | changes in accounting policies generally accepted in the United States of America (“GAAP”); |
| ● | lack of, or insufficient amounts of, insurance; |
| ● | other factors affecting the real estate industry generally; |
| ● | changes in the tax treatment of our distributions; |
| ● | our failure to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes; |
| ● | our ability to qualify for the safe harbor from the 100% prohibited transactions tax under the REIT rules with respect to our property dispositions; and |
| ● | limitations imposed on our business due to, and our ability to satisfy, complex rules relating to REIT qualification for U.S. federal income tax purposes. |
See Item 1A. Risk Factors in our 2025 Annual Report and Item 1A. Risk Factors in this Quarterly Report on Form 10-Q for further discussion of these and other risks, as well as the risks, uncertainties and other factors discussed in this Report and identified in other documents we may file with the SEC from time to time. You should carefully consider these risks before making any investment decisions in our company. New risks and uncertainties may also emerge from time to time that could materially and adversely affect us. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation to update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this Report, except as required by applicable law. You should not place undue reliance on any forward-looking statements that are based on information currently available to us or the third parties making the forward-looking statements.
Overview
Chiron Real Estate Inc. (the “Company,” “us,” “we,” or “our”) is a Maryland corporation and internally managed REIT that acquires (i) healthcare facilities leased to physician groups and regional and national healthcare systems and (ii) seniors housing communities. We hold our facilities and conduct our operations through a Delaware limited partnership subsidiary, Chiron Real Estate LP (the “Operating Partnership”). Our wholly owned subsidiary, Chiron Real Estate GP LLC, is the sole general partner of our Operating Partnership and, as of March 31, 2026, we owned 91.4% of the outstanding common operating partnership units (“OP Units”), with the remaining 8.6% owned by holders of long-term incentive plan units (“LTIP Units”) and third-party limited partners who contributed properties or services to the Operating Partnership in exchange for OP Units.
Our revenues are derived from the rental and operating expense reimbursement payments we receive from our tenants, and most of our leases are medium to long-term triple net leases with contractual rent escalation provisions. Our primary expenses are depreciation, interest, and general and administrative expenses. We finance our acquisitions with a mixture of debt and equity primarily from our cash from operations, borrowings under our Credit Facility, and stock issuances.
On September 19, 2025, the Company completed a one-for-five reverse stock split of its outstanding shares of common stock, with a corresponding adjustment to the outstanding partnership units of the Operating Partnership (the “Reverse Stock Split”). Unless otherwise noted, all common share and unit amounts shown herein are shown on a split-adjusted basis.
Business Overview and Strategy
Our business strategy is to invest primarily in healthcare properties that provide an attractive rate of return relative to our cost of capital and are operated by profitable physician groups, regional or national healthcare systems or combinations thereof. We believe this strategy allows us to attain our goals of providing stockholders with (i) attractive dividends and (ii) stock price appreciation. To implement this strategy, we seek to invest:
| ● | in off-campus medical facilities and other decentralized components of the healthcare delivery system because we believe that healthcare delivery trends in the U.S. are increasingly moving away from centralized hospital locations; |
| ● | in small to mid-sized healthcare facilities located in secondary markets and suburbs of primary markets and that provide services needed for an aging population, such as cardiovascular treatment, rehabilitation, eye surgery, gastroenterology, |
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| oncology treatment and orthopedics. We believe these facilities and markets are typically overlooked by larger REITs and other healthcare investors but contain tenant credit profiles that are like those of larger, more expensive facilities in primary markets; and |
| ● | active adult and other seniors residential facilities that are located in attractive markets. |
Most of our healthcare facilities are leased to single-tenants under triple-net leases. Our portfolio also contains some multi-tenant properties with gross lease or modified gross lease structures. In addition, as of March 31, 2026, we had an interest in two unconsolidated joint ventures that own healthcare facilities.
Our Properties
As of March 31, 2026, we had gross investments of approximately $1.5 billion in real estate, consisting of 189 buildings with an aggregate of approximately 5.1 million leasable square feet and approximately $118.2 million of annualized base rent. This data does not include amounts for properties held in our unconsolidated joint ventures.
2026 Investment Activity
On January 6, 2026, the Company entered into a joint venture with a developer to facilitate the development of a 132-unit, active adult residential community in a suburb of Minneapolis, Minnesota (the “Active Adult Joint Venture”). We invested $7.1 million for a 49% equity interest in the Active Adult Joint Venture, with the developer retaining a 51% interest. The Active Adult Joint Venture
entered into a construction loan with a principal balance of $31.0 million. The developer is serving as the managing member of the Active Adult Joint Venture. We account for our interest in the Joint Venture using the equity method of accounting.
Recent Developments
Contracts to Purchase Seniors Housing Communities
The Landing Alexandria
On May 1, 2026, the Company entered into a purchase agreement with affiliates of Silverstone Senior Living (“SSL”) to acquire the Landing Alexandria (the “Landing”), a 163-home, luxury seniors housing community located in Alexandria, Virginia for a purchase price of approximately $130 million. The Landing offers independent living, assisted living and memory care. The Company intends to operate the community as a seniors housing operating property (“SHOP”) and to engage an affiliate of Greystone as a third-party manager to manage day-to-day operations. Under this structure, the Company will own the real estate and participate directly in the operating results of the property, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant. It is anticipated that this acquisition will close in the second quarter of 2026. The acquisition is subject to customary closing conditions, including, among other things, the completion of due diligence, licenses and approvals (if any), and other customary conditions. We cannot assure you that the acquisition will be completed on the anticipated terms or timetable, or at all.
The Riviera at Alexandria
On May 1, 2026, the Company entered into a purchase agreement with affiliates of SSL to acquire the Riviera at Alexandria (the “Riviera”), a 129-home, luxury independent living community located in Alexandria, Virginia for a purchase price of approximately $119 million. The Company intends to operate the community as a SHOP and to engage an affiliate of Greystone as a third-party manager to manage day-to-day operations. Under this structure, the Company will own the real estate and participate directly in the operating results of the property, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant. It is anticipated that this acquisition will close in the second quarter of 2026. The acquisition is subject to customary closing conditions, including, among other things, the completion of due diligence, licenses and approvals (if any), and other customary conditions. We cannot assure you that the acquisition will be completed on the anticipated terms or timetable, or at all.
The Pinnacle North Bethesda
On May 6, 2026, the Company entered into a purchase agreement to acquire the Pinnacle North Bethesda (the “Pinnacle”), a 175-home, luxury seniors housing community with ground floor retail located in North Bethesda, Maryland for a purchase price of approximately $176 million. The Pinnacle offers independent living, assisted living, and memory care housing. The Company intends to operate the community as a SHOP and to engage an affiliate of Greystone as a third-party manager to manage day-to-day operations. Under this structure, the Company will own the real estate and participate directly in the operating results of the property, including revenues and operating expenses, rather than receiving fixed lease payments from a third-party tenant. It is anticipated that this
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acquisition will close in the fourth quarter of 2026. The acquisition is subject to customary closing conditions, including, among other things, the completion of due diligence, licenses and approvals (if any), and other customary conditions We cannot assure you that the acquisition will be completed on the anticipated terms or timetable, or at all.
$100 Million Strategic Convertible Perpetual Preferred Equity Investment
On May 6, 2026 the Company entered into an agreement (the “Investment Agreement”) providing for an up to $100 million delayed-draw convertible perpetual preferred equity investment led by Maewyn Capital Partners (“Maewyn”), pursuant to which the Company may sell a total of $100 million of Series C convertible perpetual preferred stock (the “Series C Preferred Stock”), with a liquidation preference of $100 per share, either in full or in multiple tranches within six months from the date of the Investment Agreement. Dividends on the Series C Preferred Stock will accrue at a rate of 6.0% per year and will be payable quarterly in cash. If the Series C Preferred Stock remains outstanding beyond the fourth anniversary of the final draw under the Investment Agreement, the dividend rate will increase by 2.0% annually, up to a maximum of 12.0%. Holders of the Series C Preferred Stock will have the option to convert their shares into shares of the Company’s common stock at any time at the then-effective conversion rate (the “Conversion Rate”). The Conversion Rate of the Series C Preferred Stock will initially be set at 2.32558 shares of common stock, based on an implied conversion price of $43.00 per share of common stock. Three years after the final draw, the Company has the option to convert the Series C Preferred Stock to common stock if the volume-weighted average price of its common stock exceeds 120.0% of the conversion price for 45 consecutive trading days.
The Company may redeem the Series C Convertible Preferred Stock at par at any time, after the fourth anniversary of the final draw under the Investment Agreement. If the Series C Convertible Preferred Stock is redeemed, the Company will issue a warrant (each, a “Warrant”) to each holder of shares of Series C Preferred Stock that is redeemed. Each Warrant will represent a holder’s right to purchase, at an exercise price equal to the conversion price for the Series C Preferred Stock as of the business day before the applicable redemption date, a number of shares of common stock equal to the aggregate liquidation preference of the shares of Series C Preferred Stock of such holder to be redeemed divided by the conversion price of the Series C Preferred Stock as of the business day before the applicable redemption date. Each Warrant will be exercisable by the holder thereof, in whole or in part, at any time, or from time to time, prior to the fifth anniversary of the issuance of such Warrant.
Additionally, so long as Maewyn or its affiliates beneficially own at least 5.0% of the Company’s common stock on a fully-diluted basis, Maewyn will have the right to nominate one designee to be appointed as a member of the Board. The initial designee, Charles Fitzgerald, Managing Partner of Maewyn, will be appointed to the Company’s Board following the Company’s 2026 Annual Meeting of Stockholders on May 20, 2026.
Common Dividend Modification
On May 5, 2026, the Board declared a monthly common stock cash dividend of $0.16 per share for each of July, August and September of 2026, representing quarterly cash dividends totaling $0.48 per share. This compares to a monthly common stock cash dividend of $0.25 per share for April, May and June 2026, and represents an approximate 36% reduction. The Company is resizing its dividend to focus on retaining cash flow and to accelerate the Company’s acquisition strategy and accelerate the ramp of its SHOP portfolio.
Mezzanine Loan
On April 1, 2026, the Company closed a $3.0 million mezzanine loan secured by an under-development medical facility located in Fort Myers, Florida. The medical facility is an on-campus outpatient surgical facility that is 100% pre-leased to an investment-grade tenant under a 15-year lease with no termination rights. The loan bears interest at a rate of 12.0% per annum, has an initial term of 24 months, and represents approximately 10% of the total project cost. In connection with the loan, the Company holds a right of first offer and right of first refusal with respect to a sale of the property, which are subject to the pre-leased tenant’s corresponding rights.
Chapter 11 Reorganization Filing of White Rock Medical Center, LLC
On January 20, 2026, White Rock Medical Center LLC, filed for Chapter 11 bankruptcy protection under the United States Bankruptcy Code. At the time of its bankruptcy filing, White Rock operated two hospitals in Texas, including the White Rock Medical Center in Dallas, Texas, an acute-care hospital owned by the Company where White Rock is the sole tenant and has been operating the hospital since October 2023. There are 12 years remaining on this lease. According to the filed bankruptcy documents, the primary reason for the bankruptcy is a dispute with the former operator of the facility related to amounts due to the former operator. Accordingly White Rock plans to (i) restructure indebtedness related to its purchase of the hospital operations at the White Rock Medical Center and a related transition services agreement and (ii) sell its hospital operations to a third party, with the goal of stabilizing its operations and maximizing value to its stakeholders. As a means of assisting White Rock in its stabilization efforts, the Company has funded annual
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property tax obligations due under the lease and accepted reduced monthly payments. As of May 5, 2026, the Company has a receivable balance, net of security deposits, of approximately $1.5 million (exclusive of late fees and interest thereon). Although we expect White Rock to affirm our lease as part of its reorganization plan, as of May 5, 2026, no reorganization plan has been filed with the courts and there can be no assurance that White Rock will affirm its lease with us or that we will receive any amounts owed to us.
Trends Which May Influence Our Results of Operations
We believe the following trends may positively impact our results of operations:
| ● | An aging population. The general aging of the population, driven by the large baby boomer generation (born 1946-1964) and increases in life expectancy due to advances in medical technology and services, continues to be a key driver of growth in healthcare expenditures. According to the most recent U.S. Census Bureau estimates, the population age 65 and older grew by over a third during the past decade, and roughly 3.1% from 2023 to 2024. We believe this segment of the U.S. population will utilize many of the services provided at our healthcare facilities such as orthopedics, cardiac, gastroenterology and rehabilitation. |
| ● | Seniors housing communities. As occupancy continues to recover in many markets and new supply remains constrained, owners of seniors housing properties have generally seen improving profitability and greater pricing power, including the ability to increase resident fees and reduce concessions. Margin recovery remains influenced by labor availability and wage pressure, as well as elevated insurance and other operating costs; accordingly, community performance tends to be strongest at well-located assets with experienced operators and favorable payer/resident mix. |
| ● | A continuing shift towards outpatient care. According to the American Hospital Association, patients are demanding more outpatient operations. We believe this shift in patient preference from inpatient to outpatient facilities will benefit our tenants as most of our properties consist of outpatient facilities. |
| ● | Physician practice group and hospital consolidation. We believe the trend towards physician group consolidation will serve to strengthen the credit quality of our tenants if our tenants merge or are consolidated with larger health systems. |
We believe the following trends may negatively impact our results of operations:
| ● | Interest rates remain at elevated levels. During 2025, the U.S. Federal Reserve (the “Fed”) continued lowering the Federal Funds Rate with the most recent cut in December 2025 bringing the target range to 3.50% to 3.75%, a level that remains unchanged through March 31, 2026. The 10-Year U.S. Treasury yield and Secured Overnight Financing Rate (“SOFR”) increased modestly during the first quarter of 2026, with the 10-year U.S. Treasury yield and one-month term SOFR at 4.30% and 3.67% as of March 31, 2026, respectively. Although interest rates trended lower during 2025, interest rates are significantly higher than in 2021, when we entered into interest rate swaps with respect to the $350 million Term Loan A component of our Credit Facility. These interest rate swaps fixed the SOFR component of our interest rate on our Term Loan A at 1.36%; however, these swaps expired in April 2026 (the original maturity date of Term Loan A). In October 2025, we entered into $350 million of new forward-starting interest rate swaps that became effective in May 2026 to fully hedge the SOFR components of the new three Term Loan A tranches in the Credit Facility through their respective maturities at rates ranging from 3.24% to 3.32%. The current elevated interest rate environment has already resulted in material increases in our interest expense with respect to our floating-rate indebtedness and, beginning in May 2026, will materially increase our interest expense with respect to our fixed-rate indebtedness. |
| ● | Increased Cost of Healthcare Delivery. Healthcare delivery costs continue to increase due to, among other things, increases in labor costs, medical supplies and technology investments. Increases in the cost of healthcare delivery can put stress on our tenants’ business, which, if not offset by revenue increases, could negatively affect our tenants’ ability to pay rent to us. |
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| ● | Changes in third party reimbursement methods and policies. The price of healthcare services has been increasing, and, as a result, we believe that third-party payors, such as Medicare and commercial insurance companies, will continue to scrutinize and reduce the types of healthcare services eligible for, and the amounts of, reimbursement under their health insurance plans or increase the portion of premiums for which covered individuals are responsible. In January 2026, CMS announced proposed rate increases for 2027 to Medicare Advantage health plans of less than a tenth of a percent, which was less than market expectations. If finalized, this modest rate increase could result in benefit cuts or higher premiums for Medicare Advantage participants. Additionally, beginning on January 1, 2026, premium tax credits that were intended to assist certain participants on the healthcare insurance exchanges in purchasing health insurance expired, which could result in significant premium increases for these participants. If these trends continue, our tenants’ businesses will continue to be negatively affected, which may impact their ability to pay rent to us. |
Critical Accounting Estimates
The preparation of financial statements in conformity with GAAP requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 2, 2026, for further information regarding the critical accounting policies that affect our more significant estimates and judgments used in the preparation of our condensed consolidated financial statements included in Part I, Item 1 of this Report.
Consolidated Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Three Months Ended March 31, | ||||||||||
| 2026 | | 2025 | | $ Change | | ||||
(in thousands) | ||||||||||
Revenue |
| |
|
| |
| ||||
Rental revenue | $ | 38,021 | $ | 34,595 | $ | 3,426 | ||||
Other income |
| 43 |
| 23 |
| 20 | ||||
Total revenue |
| 38,064 |
| 34,618 | 3,446 | |||||
Expenses | ||||||||||
General and administrative |
| 5,089 |
| 3,620 |
| 1,469 | ||||
Operating expenses |
| 9,250 |
| 7,585 |
| 1,665 | ||||
Depreciation expense |
| 11,087 |
| 10,307 |
| 780 | ||||
Amortization expense |
| 3,740 |
| 3,520 |
| 220 | ||||
Interest expense | 7,233 | 7,167 | 66 | |||||||
Total expenses |
| 36,399 |
| 32,199 |
| 4,200 | ||||
Income before other income (expense) | 1,665 | 2,419 | (754) | |||||||
Gain on sale of investment properties | — | 1,358 | (1,358) | |||||||
Equity loss from unconsolidated joint ventures | (11) | (40) | 29 | |||||||
Net income | $ | 1,654 | $ | 3,737 | $ | (2,083) | ||||
Revenue
Total Revenue
Total revenue for the three months ended March 31, 2026 was $38.1 million, compared to $34.6 million for the same period in 2025, representing an increase of $3.5 million. The increase was primarily driven by rental revenue from properties acquired after March 31, 2025, as well as the recognition of a full three months of rental revenue in 2026 from acquisitions completed during the three months ended March 31, 2025. These increases, together with growth in our existing portfolio, were partially offset by the impact of
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dispositions completed during the same period. Within that increase, $6.3 million in revenue was recognized from net lease expense recoveries during the three months ended March 31, 2026, compared to $5.2 million for the same period in 2025.
Expenses
General and Administrative
General and administrative expenses for the three months ended March 31, 2026 were $5.1 million, compared to $3.6 million for the same period in 2025, an increase of $1.5 million. The increase was primarily driven by an increase in non-cash LTIP compensation expense of $1.1 million, other compensation and benefits of $0.2 million, and general corporate expenses of $0.2 million.
Operating Expenses
Operating expenses for the three months ended March 31, 2026 were $9.3 million, compared to $7.6 million for the same period in 2025, an increase of $1.7 million. The increase was primarily attributable to portfolio growth, including operating expenses from facilities acquired after March 31, 2025 and the inclusion of a full three months of operating expenses in 2026 for acquisitions completed during the three months ended March 31, 2025. Operating expenses in the existing portfolio also increased, reflecting higher property‑level costs year over year. These increases were partially offset by the impact of dispositions completed during the same period. Included in these amounts were $6.3 million of recoverable property operating expenses incurred during the three months ended March 31, 2026, compared to $5.2 million for the same period in 2025.
Depreciation Expense
Depreciation expense for the three months ended March 31, 2026 was $11.1 million, compared to $10.3 million for the same period in 2025, an increase of $0.8 million. The increase was primarily driven by properties acquired after March 31, 2025, as well as the recognition of a full three months of depreciation expense in 2026 from acquisitions completed during the three months ended March 31, 2025, partially offset by dispositions during that same period.
Amortization Expense
Amortization expense for the three months ended March 31, 2026 was $3.7 million, compared to $3.5 million for the same period in 2025, an increase of $0.2 million. The increase was primarily driven by properties acquired after March 31, 2025, as well as the recognition of a full three months of amortization expense in 2026 from acquisitions completed during the three months ended March 31, 2025, partially offset by dispositions and decreases on the existing portfolio during that same period.
Interest Expense
Interest expense for the three months ended March 31, 2026 was $7.2 million, compared to $7.2 million for the same period in 2025. While rates declined from 2025 to 2026, the decrease in interest expense was partially offset by increases due to higher average borrowings during the three months ended March 31, 2026, compared to the same period in 2025.
The weighted average interest rate of our debt for the three months ended March 31, 2026 was 3.72% compared to 3.83% for the same period in 2025. Additionally, the weighted average interest rate and term of our debt was 3.58% and 3.9 years, respectively, at March 31, 2026, compared to 3.84% and 1.8 years, respectively, at March 31, 2025.
Income Before Other Income (Expense)
Income before other income (expense) for the three months ended March 31, 2026 was $1.7 million, compared to $2.4 million for the same period in 2025, a decrease of $0.7 million.
Gain on Sale of Investment Properties
During the three months ended March 31, 2026, we had no property dispositions. During the three months ended March 31, 2025, we completed two dispositions resulting in an aggregate gain of $1.4 million.
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Equity Loss from Unconsolidated Joint Ventures
Equity Loss from Unconsolidated Joint Ventures for the three months ended March 31, 2026 was $11 thousand, compared to $40 thousand for the same period in 2025, a decrease of $29 thousand.
Net Income
Net income for the three months ended March 31, 2026 was $1.7 million, compared to net income of $3.7 million for the same period in 2025, a decrease of $2.0 million.
Assets and Liabilities
As of March 31, 2026 and December 31, 2025 our principal assets consisted of investments in real estate, net, of $1.1 billion and $1.2 billion, respectively. We completed no acquisitions or dispositions during the three months ended March 31, 2026. Our liquid assets consisted primarily of cash and cash equivalents and restricted cash of $10.9 million and $11.9 million, as of March 31, 2026 and December 31, 2025, respectively.
The decrease in our cash and cash equivalents and restricted cash balances to $10.9 million as of March 31, 2026, compared to $11.9 million as of December 31, 2025, was primarily due to funds used to invest in the Active Adult Joint Venture, the payment of our first Series B Preferred stock dividend, funds used for capital expenditures on existing real estate investments, and leasing commissions, partially offset by net borrowings on our Credit Facility, and net cash provided by operating activities.
The increase in our total liabilities to $717.4 million as of March 31, 2026 compared to $712.4 million as of December 31, 2025, was primarily the result of higher net borrowings outstanding on our Credit Facility, partially offset by a lower accounts payable and accrued expenses.
Cash Flow Information
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Three Months Ended March 31, | |||||||||
| 2026 | | 2025 | | $ Change | ||||
(in thousands) | |||||||||
Cash provided by operating activities | $ | 13,352 | $ | 12,272 | $ | 1,080 | |||
Cash used in investing activities | (9,842) | (27,224) | 17,382 | ||||||
Cash (used in) provided by financing activities | (4,439) | 13,598 | (18,037) | ||||||
Decrease in cash and cash equivalents and restricted cash | $ | (929) | $ | (1,354) | $ | 425 | |||
Net cash provided by operating activities for the three months ended March 31, 2026 was $13.4 million, compared to $12.3 million for the same period in 2025. Net cash provided by operating activities increased primarily due to the impact of our 2025 acquisitions.
Net cash used in investing activities for the three months ended March 31, 2026 was $9.8 million, compared to $27.2 million for the same period in 2025. Net cash used in investing activities decreased primarily due to higher acquisition activity in 2025 compared to 2026.
Net cash used in financing activities for the three months ended March 31, 2026 was $4.4 million, compared to net cash provided by financing activities of $13.6 million for the same period in 2025. This change in cash flow is primarily due to lower net borrowings on our Credit Facility, and lower dividend payments to common and preferred stockholders as well as holders of OP Units and LTIP Units.
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Non-GAAP Financial Measures
Management considers certain non-GAAP financial measures to be useful supplemental measures of the Company's operating performance. A non-GAAP financial measure is generally defined as one that purports to measure financial performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable measure determined in accordance with GAAP. The Company reports non-GAAP financial measures because these measures are observed by management to also be among the most predominant measures used by the REIT industry and by industry analysts to evaluate REITs. For these reasons, management deems it appropriate to disclose and discuss these non-GAAP financial measures. Set forth below are descriptions of the non-GAAP financial measures management considers relevant to the Company's business and useful to investors, as well as reconciliations of those measures to the most directly comparable GAAP financial measure.
The non-GAAP financial measures presented herein are not necessarily identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. These measures should not be considered as alternatives to net income, as indicators of the Company's financial performance, or as alternatives to cash flow from operating activities as measures of the Company's liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of the Company's needs. Management believes that in order to facilitate a clear understanding of the Company's historical consolidated operating results, these measures should be examined in conjunction with net income and cash flows from operations as presented in the Condensed Consolidated Financial Statements and other financial data included elsewhere in this Report.
Funds from Operations, Core Funds from Operations, and Funds Available for Distribution
Funds from operations attributable to common stockholders and noncontrolling interest (“FFO”), and core FFO attributable to common stockholders and noncontrolling interest (“Core FFO”) and funds available for distribution attributable to common stockholders and noncontrolling interest (“FAD”) are non-GAAP financial measures within the meaning of the rules of the SEC. The Company considers FFO, Core FFO, and FAD to be important supplemental measures of its operating performance and believes FFO is frequently used by securities analysts, investors, and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results.
In accordance with the National Association of Real Estate Investment Trusts’ (“NAREIT”) definition, FFO means net income or loss computed in accordance with GAAP before noncontrolling interests of holders of OP Units and LTIP Units, excluding gains (or losses) from sales of property and extraordinary items, property impairment losses, less preferred stock dividends, plus real estate-related depreciation and amortization (excluding amortization of debt issuance costs and the amortization of above and below market leases), and after adjustments for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. Because FFO excludes real estate-related depreciation and amortization (other than amortization of debt issuance costs and above and below market lease amortization expense), the Company believes that FFO provides a performance measure that, when compared period-over-period, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from the closest GAAP measurement, net income or loss.
Core FFO is a non-GAAP measure used by many investors and analysts to measure a real estate company’s operating performance by removing the effect of items that do not reflect ongoing property operations. Management calculates Core FFO by modifying the NAREIT computation of FFO by adjusting it for certain cash and non-cash items and certain recurring and non-recurring items. For the Company these items include recurring acquisition and disposition costs, loss on the extinguishment of debt, recurring straight line deferred rental revenue, recurring stock-based compensation expense, recurring amortization of above and below market leases, recurring amortization of debt issuance costs, severance and transition related expense, costs related to our reverse stock split, and other items related to unconsolidated partnerships and joint ventures.
We calculate FAD by subtracting from Core FFO capital expenditures, including tenant improvements, leasing commissions and building capital. Management believes FAD is useful in analyzing the portion of cash flow that is available for distribution to stockholders and unitholders. Investors, analysts and the Company utilize FAD as an indicator of common dividend potential.
Management believes that reporting Core FFO in addition to FFO and FAD is a useful supplemental measure for the investment community to use when evaluating the operating performance of the Company on a comparative basis.
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A reconciliation of net income to FFO and Core FFO and FAD for the three months ended March 31, 2026 and 2025 is as follows. All per share, per share and unit, and weighted average share and unit amounts have been adjusted to reflect the impact of the Reverse Stock Split.
| Three Months Ended March 31, | ||||||
| 2026 | | 2025 | | |||
Net income | $ | 1,654 | $ | 3,737 | |||
Less: Preferred stock dividends |
| (2,473) |
| (1,455) | |||
Depreciation and amortization expense | 14,802 | 13,806 | |||||
Depreciation and amortization expense from unconsolidated joint ventures | 73 | 49 | |||||
Gain on sale of investment properties | — | (1,358) | |||||
FFO attributable to common stockholders and noncontrolling interest | $ | 14,056 | $ | 14,779 | |||
Amortization of above market leases, net | 146 | 452 | |||||
Straight line deferred rental revenue | (204) | (57) | |||||
Stock-based compensation expense | 1,229 | 151 | |||||
Amortization of debt issuance costs and other | 807 | 559 | |||||
Severance and transition related expense | — | 104 | |||||
Other adjustments from unconsolidated joint ventures | (19) | 31 | |||||
Core FFO attributable to common stockholders and noncontrolling interest | $ | 16,015 | $ | 16,019 | |||
Net (loss) income attributable to common stockholders per share – basic and diluted | $ | (0.06) | $ | 0.16 | |||
FFO attributable to common stockholders and noncontrolling interest per share and unit | $ | 0.97 | $ | 1.02 | |||
Core FFO attributable to common stockholders and noncontrolling interest per share and unit | $ | 1.11 | $ | 1.11 | |||
Weighted Average Shares and Units Outstanding – basic and diluted | 14,429 | 14,475 | |||||
Weighted Average Shares and Units Outstanding: | |||||||
Weighted Average Common Shares | 13,235 | 13,375 | |||||
Weighted Average OP Units | 444 | 449 | |||||
Weighted Average LTIP Units | 750 | 651 | |||||
Weighted Average Shares and Units Outstanding – basic and diluted |
| 14,429 |
| 14,475 | |||
Core FFO attributable to common stockholders and noncontrolling interest | $ | 16,015 | $ | 16,019 | |||
Tenant improvements | (594) | (704) | |||||
Leasing commissions | (550) | (115) | |||||
Building capital | (1,550) | (1,907) | |||||
FAD attributable to common stockholders and noncontrolling interest | $ | 13,321 | $ | 13,293 | |||
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (EBITDAre) and Adjusted EBITDAre
The Company calculates EBITDAre in accordance with standards established by NAREIT and defines EBITDAre as net income or loss computed in accordance with GAAP plus depreciation and amortization, interest expense, gain or loss on the sale of investment properties, property impairment losses, and adjustments for unconsolidated partnerships and joint ventures to reflect EBITDAre on the same basis, as applicable. The Company defines Adjusted EBITDAre as EBITDAre plus loss on extinguishment of debt, non-cash stock compensation expense, non-cash intangible amortization related to above and below market leases, severance and transition related expense, expenses related to our reverse stock split, transaction expense, adjustments related to our investments in unconsolidated joint ventures, and other normalizing items. Management considers EBITDAre and Adjusted EBITDAre important measures because they provide additional information to allow management, investors, and our current and potential creditors to evaluate and compare our core operating results and our ability to service debt.
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A reconciliation of net income to EBITDAre and Adjusted EBITDAre for the three months ended March 31, 2026 and 2025 is as follows:
Three Months Ended March 31, | |||||
2026 | | 2025 | |||
(unaudited and in thousands) | |||||
Net income | $ | 1,654 | $ | 3,737 | |
Interest expense |
| 7,233 | 7,167 | ||
Depreciation and amortization expense | 14,827 | 13,827 | |||
Unconsolidated joint venture EBITDAre adjustments (1) | 111 | 85 | |||
Gain on sale of investment properties | — | (1,358) | |||
EBITDAre | $ | 23,825 | $ | 23,458 | |
Stock-based compensation expense | 1,229 | 151 | |||
Amortization of above market leases, net |
| 146 |
| 452 | |
Severance and transition related expense | — | 104 | |||
Interest rate swap mark-to-market at unconsolidated joint ventures | (19) | 35 | |||
Adjusted EBITDAre | $ | 25,181 | $ | 24,200 | |
| (1) | Includes joint venture interest, depreciation and amortization, and gain on sale of investment properties, if applicable, included in unconsolidated joint ventures net income or loss. |
Net Operating Income (NOI), Cash NOI, and Same-Property Cash NOI
The Company considers net operating income (“NOI”) to be an appropriate supplemental measure to net income because it helps both investors and management understand the core operations of our properties. We define NOI as total net (loss) income, plus depreciation and amortization expenses, general and administrative expenses, transaction expenses, impairments, (gain) loss on sale of investment properties, interest expense, and other non-operating items. Cash NOI and Same-Property Cash NOI are key performance indicators. Management considers these to be supplemental measures that allows investors, analysts and Company management to measure unlevered property-level cash operating results. The Company defines Cash NOI as NOI excluding non-cash items such as above and below market lease intangibles and straight-line rent. Cash NOI is historical and not necessarily indicative of future results. Same-Property Cash NOI compares Cash NOI for stabilized properties. Stabilized properties are properties that have been included in operations for the duration of the year-over-year comparison period presented. Accordingly, stabilized properties exclude properties that were recently acquired or disposed of, properties classified as held for sale, properties undergoing redevelopment, and newly redeveloped or developed properties. Same-Property Cash NOI also excludes lease terminations fees and joint ventures and other income in order to remove non-recurring items and joint venture-related income from our NOI.
Three Months Ended March 31, | |||||
2026 | | 2025 | |||
(unaudited and in thousands) | |||||
Net income | $ | 1,654 | $ | 3,737 | |
General and administrative |
| 5,089 |
| 3,620 | |
Depreciation and amortization expense | 14,827 | 13,827 | |||
Interest expense | 7,233 | 7,167 | |||
Gain on sale of investment properties | — | (1,358) | |||
Proportionate share of unconsolidated joint venture adjustments | 92 | 120 | |||
NOI | $ | 28,895 | $ | 27,113 | |
Amortization of above market leases, net | 146 | 452 | |||
Straight line deferred rental revenue |
| (204) |
| (57) | |
Proportionate share of unconsolidated joint venture adjustments | (2) | (5) | |||
Cash NOI | $ | 28,835 | $ | 27,503 | |
Assets not held for all periods | (1,313) | (848) | |||
Joint ventures and other income | (122) | (98) | |||
Same-Property Cash NOI | $ | 27,400 | $ | 26,557 | |
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Liquidity and Capital Resources
General
Our short-term (up to 12 months) liquidity requirements include:
| ● | Interest expense and scheduled principal payments on outstanding indebtedness; |
| ● | General and administrative expenses; |
| ● | Property operating expenses; |
| ● | Property acquisitions; |
| ● | Distributions on our common and preferred stock and OP Units and LTIP Units; |
| ● | Increased capital requirements for our joint ventures; |
| ● | Repurchases of our common stock; and |
| ● | Capital and tenant improvements and leasing costs. |
In 2026, we are contractually obligated to pay, or have capital commitments for, principal and interest payments on our outstanding debt and ground and operating lease expenses. In addition, if we decide to redeem our Series A preferred stock in full, we would have to pay the liquidation preference of $77.6 million plus accrued dividends, fees and expenses.
Our long-term (beyond 12 months) liquidity requirements consist primarily of funds necessary to pay for acquisitions, capital and tenant improvements at our properties, scheduled debt maturities, general and administrative expenses, operating expenses, common stock repurchases, and distributions. Beyond 2026, we are contractually obligated to pay, or have capital commitments for, principal and interest payments on our outstanding debt and ground and operating lease expenses.
We expect to satisfy our short and long-term liquidity needs through various internal and external sources, including cash flow from operations, debt financing, sales of additional equity securities, the issuance of OP Units in connection with acquisitions of additional properties, proceeds from select property dispositions and recapitalization transactions.
Sources of Liquidity
Our primary internal sources of liquidity include cash flow from operations and proceeds from select property dispositions and recapitalization transactions. Our primary external sources of liquidity include net proceeds received from equity issuances, including the issuance of OP Units in connection with acquisitions of additional properties, and debt financing, including borrowings under our Credit Facility, secured term loans and Senior Note Facility.
ATM Program
In January 2024, the Company and the Operating Partnership implemented a $300 million “at-the-market” equity offering program, pursuant to which we may offer and sell (including through forward sales), from time to time, shares of our common stock (the “2024 ATM Program”). No shares were sold under the 2024 ATM Program during the three months ended March 31, 2026 or from April 1, 2026 through May 5, 2026.
In February 2026, the Company and the Operating Partnership implemented a $75 million “at-the-market” equity offering program, pursuant to which the Company may offer and sell (including through forward sales), from time-to-time, shares of its 8.00% Series B Cumulative Redeemable Preferred Stock (the “2026 Series B Preferred ATM Program”). No shares were sold under the 2026 Series B Preferred ATM Program during the three months ended March 31, 2026 or from April 1, 2026 through May 5, 2026.
Debt Financing
Credit Facility. Our Credit Facility consists of (i) the $350 million Term Loan A Tranches, (ii) the $150 million Term Loan B, and (iii) the $400 million Revolver. The Credit Facility also contains a $500 million accordion feature. As of May 5, 2026, we had unutilized borrowing capacity under the Credit Facility of $220.5 million.
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The Credit Facility is an unsecured facility with a maturity of (i) October 2029 for the Revolver (subject to two, six-month extension options), (ii) October 2029, October 2030, and April 2031 for the Term Loan A Tranches, and (iii) February 2028 for Term Loan B. Interest rates on amounts outstanding under the Credit Facility equal SOFR plus a borrowing spread based on the current pricing grid in the Credit Facility.
As of March 31, 2026, we had 16 interest rate swaps (including forward-starting interest rate swaps) that are used to manage our interest rate risk. Five of our interest rate swaps related to Term Loan A with a combined notional value of $350 million that fixed the SOFR component on Term Loan A through April 2026 at 1.36%. Seven of our interest rate swaps are forward-starting swaps that fix the SOFR component of the Term Loan A Tranches at rates between 3.24% to 3.32% and have maturities in October 2029, October 2030, and April 2031. The remaining four of our interest rate swaps relate to our Term Loan B with a combined notional value of $150 million that fix the SOFR component on Term Loan B through January 2028 at 2.54%.
We are subject to a number of financial covenants under the Credit Facility, including, among other things, the following as of the end of each fiscal quarter, (i) a maximum consolidated unsecured leverage ratio of less than 60%, (ii) a maximum consolidated secured leverage ratio of less than 30%, (iii) a maximum consolidated secured recourse leverage ratio of less than 10%, (iv) a minimum fixed charge coverage ratio of 1.50:1.00, (v) a minimum unsecured interest coverage ratio of 1.50:1.00, (vi) a maximum consolidated leverage ratio of less than 60%, (vii) a maximum cash investment in joint ventures of 10% of total asset value and (viii) a minimum net worth of $595.6 million plus 75% of all net proceeds raised through equity offerings subsequent to June 30, 2025. As of March 31, 2026, management believed it complied with all of the financial and non-financial covenants contained in the Credit Facility.
Total Fixed Debt. Our fixed debt totaled $501.1 million on a gross basis at March 31, 2026, with a weighted average interest rate of 3.06% based on our interest rate swaps and at current leverage. The weighted average maturity of our fixed debt was 3.7 years at March 31, 2026.
Other Fixed Debt. We have $1.1 million in gross notes payable as of March 31, 2026. This debt is comprised of one instrument.
Senior Note Facility
On March 2, 2026, the Company entered into a Master Note and Guaranty Agreement (the “Senior Note Agreement”) with NYL Investors LLC and certain of its affiliates (collectively, the “Purchasers”). The Agreement establishes an uncommitted senior unsecured note facility pursuant to which the Company may issue senior unsecured promissory notes (“Notes”) from time to time in one or more series to the Purchasers in an aggregate principal amount of up to $150.0 million. The Senior Note Agreement does not obligate the Purchasers to purchase any Notes, and each issuance is subject to the Purchasers’ discretion and satisfaction of customary conditions. Notes may be issued under the Senior Note Agreement during a period ending on the earliest of (i) the third anniversary of the effective date of the Senior Note Agreement, (ii) termination of the facility by either party upon written notice, (iii) termination following certain events of default, or (iv) acceleration of the Notes and termination of the facility. Notes issued under the Agreement may have maturities of up to ten years and will bear interest at rates determined at the time of issuance based on spreads over U.S. Treasury securities. As of March 31, 2026, no Notes had been issued or were outstanding under the Senior Note Agreement.
Debt Activity
During the three months ended March 31, 2026, we borrowed $17.1 million under the Credit Facility and repaid $8.3 million, for a net amount borrowed of $8.8 million. During the three months ended March 31, 2025, we borrowed $44.0 million under the Credit Facility and repaid $13.5 million, for a net amount borrowed of $30.5 million. As of March 31, 2026, the net outstanding Credit Facility balance was $662.3 million and as of May 5, 2026, we had unutilized borrowing capacity under the revolver component of the Credit Facility (the “Revolver”) of $220.5 million.
Common Stock Repurchase Program
In August 2025, the Board approved a $50 million common stock repurchase program (the “Stock Repurchase Program”). Under the Stock Repurchase Program, we may purchase up to $50 million of our outstanding shares of common stock from time to time in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions and other considerations. The Stock Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our common stock and may be suspended or discontinued at any time. No shares were repurchased during the three months ended March 31, 2026 or from April 1, 2026 through May 5, 2026.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business and investment objectives, we expect that the primary market risk to which we will be exposed is interest rate risk.
We may be exposed to the effects of interest rate changes primarily as a result of debt used to acquire healthcare facilities, including borrowings under the Credit Facility. The analysis below presents the sensitivity of the value of our variable rate financial obligations to selected changes in market interest rates. The range of changes chosen reflects our view of changes which are reasonably possible over a one-year period.
As of March 31, 2026, we had $172.0 million of unhedged borrowings outstanding under the Revolver (before the netting of unamortized debt issuance costs) that bears interest at a variable rate. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources,” for a detailed discussion of our Credit Facility. On March 31, 2026, SOFR on our outstanding floating-rate borrowings was 3.67%. Assuming no increase in the amount of our variable interest rate debt, if SOFR increased 100 basis points, our cash flow would decrease by approximately $1.7 million annually. Assuming no increase in the amount of our variable rate debt, if SOFR were reduced 100 basis points, our cash flow would increase by approximately $1.7 million annually.
Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower overall borrowing costs. To achieve our objectives, we may borrow at fixed rates or floating rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Sources of Liquidity—Debt Financing,” for a description of our interest rate swaps.
We may enter into additional derivative financial instruments, including interest rate swaps and caps, in order to mitigate our interest rate risk on our future borrowings. We will not enter into derivative transactions for speculative purposes.
In addition to changes in interest rates, the value of our investments is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of tenants/operators and borrowers, which may affect our ability to refinance our debt if necessary.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of March 31, 2026, the Company’s disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information it is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and the Company’s internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and the Company’s internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on our financial condition or results of operations. From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. There can be no assurance that these matters that arise in the future, individually or in the aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period.
Item 1A. Risk Factors
Information on risk factors can be found in Part I, Item 1A (Risk Factors) of our 2025 Annual Report. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our 2025 Annual Report. Some statements in this Quarterly Report on Form 10-Q constitute forward-looking statements. Please refer to Part I, Item 2 of this Quarterly Report on Form 10-Q entitled “Special Note Regarding Forward-Looking Statements.”
If we acquire the Riviera and the Landing, we plan to establish a new SHOP segment. This SHOP segment may expose us to various operational risks, liabilities and claims that could adversely affect our ability to generate revenues or increase our costs and could adversely affect our business, financial condition and results of operations.
Under the REIT tax rules, the senior housing communities in our potential SHOP segment that are “qualified healthcare properties” generally must be operated and managed for us by third-party managers and we have limited rights to direct or influence the business or operations of those communities. We expect that both our qualified and non-qualified healthcare properties in our SHOP segment will be managed or sub-managed by third-party managers. However, in each case, we will nonetheless participate directly in the financial performance of the communities’ operations and will be ultimately responsible for all operational risks and other liabilities of such properties, other than those arising out of certain actions by our managers, such as gross negligence, fraud or willful misconduct. These risks include, and our financial performance will be impacted by, among other things, fluctuations in occupancy levels, the inability to charge desirable resident fees (including anticipated increases in those fees), increases in the cost of food, supplies, energy, labor (as a result of labor shortages, unionization, inflation or otherwise) or other services, rent control regulations, national and regional economic conditions, the imposition of new or increased taxes, capital expenditure requirements, changes in management or equity, accounting misstatements, professional and general liability claims, litigation and regulatory actions and the availability and cost of insurance. Additionally, new or smaller third-party managers may have less experience in managing these senior housing communities and may require more oversight or attention. Any one or a combination of these factors could impact the performance of our potential SHOP segment, which could adversely affect our business, financial condition and results of operations.
We generally hold the applicable healthcare license and enroll in applicable government healthcare programs on behalf of the properties in our SHOP segment, which subjects us to potential liability under various healthcare laws and regulations.
Our inability to renew our management agreements with our potential SHOP managers and sub-managers on as favorable terms or at all, and our inability when necessary, to effectively and efficiently transition a SHOP community to a new manager or sub-manager, may have an adverse effect on our business, financial condition and results of operations.
If we establish a SHOP segment, we will be party to management agreements with our SHOP managers and sub-managers. While our management and sub-management agreements may be renewed, either pursuant to pre-negotiated renewal rights or through negotiation, there can be no assurance that our managers or sub-managers will renew with us. Even if a manager or sub-manager renews its agreement with us, we cannot assure you that the renewals will be on favorable terms. This risk may be exacerbated if market conditions at the time of the renewal are not as favorable as they were at the time the agreement was initially entered into or if the manager or sub-manager is subject to financial or operational difficulties.
Our management and sub-management agreements will provide us and our managers and sub-managers with termination rights in certain circumstances. If our management or sub-management agreements are not renewed or are otherwise terminated, we may attempt to transition those properties to one or more managers or sub-managers or reposition those properties for an alternative use. We may not be successful in identifying suitable replacements or entering into management or sub-management agreements or other arrangements with new managers or sub-managers on a timely basis or on terms as favorable to us as our current management or sub-management agreements, if at all.
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During transition periods to new managers or sub-managers or in connection with repositioning the property, the attention of existing managers or sub-managers may be diverted from the performance of the properties, which could cause the financial and operational performance at those properties to decline and could increase exposure to operational and compliance risks. We may be required to fund certain expenses and obligations (such as real estate taxes, debt costs and maintenance expenses) or provide certain indemnities to preserve the value of, and avoid the imposition of liens on, our properties while they are being repositioned. Our ability to transition our properties to a suitable replacement manager or sub-manager or reposition our properties could be significantly delayed or limited by state licensing, receivership, certificates of need, Medicaid change-of-ownership rules or other legal and regulatory requirements or restrictions. The inability to replace a manager or sub-manager on a timely or successful basis could have an adverse effect on our business, financial condition and results of operations.
If we establish a SHOP segment, significant legal or regulatory proceedings could subject us or our managers or sub-managers to increased operating costs and substantial uninsured liabilities, which could adversely affect our or their liquidity, financial condition and results of operations.
If we establish a SHOP segment, from time to time, we or our managers or sub-managers may be subject to lawsuits, investigations, claims and other legal or regulatory proceedings arising out of our or their alleged actions or inactions. Also, in certain circumstances, regardless of whether we are a named party in a lawsuit, investigation, claim or other legal or regulatory proceeding, we may be contractually obligated to indemnify, defend and hold harmless our managers, sub-managers and other third parties against, or may otherwise be responsible for such actions, proceedings or claims. These claims may include, among other things, professional liability and general liability claims, commercial liability claims, unfair business practices claims, class action claims, employment-related claims, as well as regulatory proceedings, including proceedings related to our SHOP segment, where we are typically the holder of the applicable healthcare license. In addition, some of our properties may be in states in which the litigation environment may pose a significant business risk to us.
In our potential operating assets, we will be generally responsible for all liabilities of the properties, including any lawsuits, investigations, claims and other legal or regulatory proceedings, other than those arising out of certain limited actions by our managers or sub-managers, such as those caused by gross negligence, fraud or willful misconduct. As a result, we will have exposure to, among other things, professional and general liability claims, employment-related claims and the associated litigation and other costs related to defending and resolving such claims, some of which may be uninsured, either as a result of insufficient coverage or unavailability of coverage at a reasonable price.
If one of our managers or sub-managers fails to comply with applicable law or regulation, we may be held responsible, which could subject us to civil, criminal and administrative penalties, including the loss or suspension of accreditation, licenses or certificates of need with respect to a single community or more broadly; suspension of or nonpayment for new admissions; denial of reimbursement; fines; suspension, decertification, or exclusion from federal, state or foreign healthcare programs; or facility closure. In addition, we cannot assure you that any contractual obligations to indemnify, defend and hold us harmless from such liabilities will be satisfied by third parties, or that any amounts held in escrow for such purpose will be sufficient.
An unfavorable resolution of any such lawsuit, investigation, claim or other legal or regulatory proceeding could materially and adversely affect our or our managers’ or sub-managers’ liquidity, financial condition and results of operations, and may not be protected by sufficient or any insurance coverage. Even with a favorable resolution of litigation or a proceeding, the effect of litigation and other potential litigation and proceedings may divert the attention of management and materially increase operating costs we or our managers or sub-managers incur. Negative publicity with respect to any lawsuits, claims or other legal or regulatory proceedings may also negatively impact their or our or the affected properties’ reputation.
Our business may be subject to lawsuits or other legal or regulatory proceedings such as professional or general liability litigation alleging wrongful death and negligence claims, some of which may result in large damage awards and not be indemnified or subject to sufficient insurance coverage, may require our support as a result of our indemnification agreements or may result in restrictions in the operations of our or our managers’ or sub-managers’ business.
If we establish a SHOP segment, events that adversely affect the ability of seniors and their families to afford resident fees at our seniors housing facilities could cause our occupancy rates, revenues and results of operations to decline.
Costs to seniors associated with independent, assisted living and memory care services are generally not reimbursable under government reimbursement programs such as Medicare and Medicaid. Only seniors with sufficient income or assets or other resources will be able to afford to pay the monthly resident fees, and a weak economy, depressed housing market or changes in demographics could adversely affect their continued ability to do so. If our managers or sub-managers are unable to retain and attract seniors with sufficient income, assets or other resources required to pay the fees associated with independent and assisted living services, our
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occupancy rates and revenues could decline, which could, in turn, materially adversely affect our business, results of operations and financial condition.
If we establish a SHOP segment, our ability to lease certain of our potential seniors housing facilities to our TRS lessee will be limited by the ability of those seniors housing facilities to qualify as “qualified healthcare properties.”
If we establish a SHOP segment, we may lease certain of our seniors housing facilities to our TRS lessee, which would contract with managers to manage the healthcare operations at those facilities. Our ability to use this TRS lessee structure may be limited by the ability of those seniors housing facilities to qualify as “qualified healthcare properties” and the ability of the managers who our TRS lessee engages to manage the “qualified healthcare properties” to qualify as “eligible independent contractors.”
A “qualified healthcare property” includes any real property and any personal property that is, or is necessary or incidental to the use of, a hospital, nursing facility, assisted living facility, congregate care facility, qualified continuing care facility or other licensed facility which extends medical or nursing or ancillary services to patients and which is operated by a provider of such services which is eligible for participation in the Medicare program with respect to such facilities. Some of our properties may not be treated as “qualified healthcare properties.” To the extent a property does not constitute a “qualified healthcare property,” we will be unable to use the TRS lessee structure with respect to that property.
If we establish a SHOP segment and our TRS lessee failed to qualify as a TRS or the facility managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we could fail to qualify as a REIT and could be subject to higher taxes.
Rent paid by a lessee that is a “related party tenant” of ours will not be qualifying income for purposes of the two gross income tests applicable to REITs. If we establish a SHOP segment, we may lease certain of our potential seniors housing facilities that qualify as “qualified healthcare properties” to our TRS lessee. So long as our TRS lessee qualifies as a TRS, it will not be treated as a “related party tenant” with respect to our “qualified healthcare properties” that are managed by an independent facility manager that qualifies as an “eligible independent contractor.” We expect that our TRS lessee will qualify to be treated as a TRS for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge the status of our TRS lessee for U.S. federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in disqualifying our TRS lessee from treatment as a TRS, we could fail to meet the asset tests applicable to REITs and we could fail to satisfy the gross income tests. If we failed to meet either the asset or gross income tests, we could lose our REIT qualification for U.S. federal income tax purposes unless we qualified for application of statutory savings provisions.
Additionally, if the managers engaged by our TRS lessee do not qualify as “eligible independent contractors,” we could fail to qualify as a REIT. Each of the managers that enter into a management contract with our TRS lessee must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessee to be qualifying income for purposes of the REIT gross income tests. Among other requirements, in order to qualify as an eligible independent contractor, a manager must not own, directly or indirectly, more than 35% of our outstanding stock and no person or group of persons can own more than 35% of our outstanding stock and the ownership interests of the manager, taking into account certain ownership attribution rules. The ownership attribution rules that apply for purposes of these 35% thresholds are complex. Although we intend to monitor ownership of our stock by our managers and their owners, there can be no assurance that these ownership levels will not be exceeded.
In addition, in order to qualify as an “eligible independent contractor,” among other requirements, a manager (or a related person) must be actively engaged in the trade or business of operating “qualified healthcare properties” for persons who are not related to us or our TRS lessee. Consequently, if a manager (or a related person) with respect to a “qualified healthcare property” of ours does not operate sufficient “qualified healthcare properties” for third parties, the manager will not qualify as an “eligible independent contractor.”
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If we establish a SHOP segment, the ability of our TRSs to manage certain of our potential independent living facilities will be dependent on such facilities not constituting “qualified healthcare properties.”
If we establish a SHOP segment, we plan to engage TRSs to manage certain of our independent living facilities. Our ability to utilize TRSs in such a role depends on those independent living facilities not constituting “qualified healthcare properties” within the meaning of the U.S. federal income tax rules applicable to REITs. While we believe that such independent living facilities are not “qualified healthcare properties,” if the IRS challenged such belief and a court sustained such a challenge, our income from the properties could fail to qualify as rents from real property for purposes of the REIT gross income tests, and as a result we could fail to qualify as a REIT.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits
(a)Exhibits
Exhibit No. | | Description |
3.1 | ||
3.2 | ||
3.3 | ||
3.4 | ||
3.5 | ||
3.6 | ||
4.1 | ||
4.2 | ||
4.3 | ||
10.1* | ||
10.2 | ||
10.3 | ||
31.1* | ||
31.2* | ||
32.1** | ||
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101.INS * | Inline XBRL Instance Document | |
101.SCH * | Inline XBRL Taxonomy Schema | |
101.CAL * | Inline XBRL Taxonomy Calculation Linkbase | |
101.DEF * | Inline XBRL Taxonomy Definition Linkbase | |
101.LAB * | Inline XBRL Taxonomy Label Linkbase | |
101.PRE * | Inline XBRL Taxonomy Presentation Linkbase | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
* | Filed herewith. |
** | Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended. |
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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 thereunto duly authorized.
Chiron Real Estate Inc. | ||
Date: May 7, 2026 | By: | /s/ Mark O. Decker, Jr. |
Mark O. Decker, Jr. | ||
Chief Executive Officer (Principal Executive Officer) | ||
Date: May 7, 2026 | By: | /s/ Robert J. Kiernan |
Robert J. Kiernan | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
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Exhibit 10.1
AMENDMENT NO. 1 TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 17, 2026 (this “Amendment No. 1”), is by and among Chiron Real Estate LP (f/k/a Global Medical REIT L.P.), a Delaware limited partnership (the “Borrower”), Chiron Real Estate Inc. (f/k/a Global Medical REIT Inc.), a Maryland corporation (the “Parent” or “Chiron REIT”), the certain Subsidiaries from time to time party to this Agreement as Guarantors, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (as defined below) (the “Administrative Agent”), and the Lenders party hereto. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of October 8, 2025 (the “Original Credit Agreement”, and as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment No. 1, the “Credit Agreement”), among the Borrower, Chiron REIT, the Subsidiary Guarantors party thereto, the several banks, financial institutions and other entities from time to time party thereto (collectively, the “Lenders”), and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders make certain amendments to the Credit Agreement in order to permit senior housing assets, and the Administrative Agent and the Lenders are willing to make such amendments on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, each of the Borrower and each Guarantor represents and warrants to the Lenders and the Administrative Agent as follows:
(i)It has the full right and legal authority to execute and deliver each of this Amendment No. 1 and the Credit Agreement as amended by Amendment No. 1 (collectively, the
“Amendment Documents”) and to perform its obligations thereunder and under the Credit Agreement. The execution and delivery by it of the Amendment Documents and the performance of its obligations thereunder and under the Credit Agreement have been duly authorized by proper proceedings. The Amendment Documents to which it is party have been duly executed and delivered by it and the Amendment Documents and the Credit Agreement to which it is party constitute legal, valid and binding obligations of it enforceable against it in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law).
(ii)The Amendment Documents and the Credit Agreement do not, nor does the performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any applicable Legal Requirement binding upon the Borrower or any Guarantor or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of the Borrower or any Guarantor or affecting any of their Property, in each case where such contravention or default, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders and the L/C Issuer). No authorization, consent, license or exemption from, or filing or registration with, any Governmental Authority, nor any approval or consent of any other Person, is or will be necessary to the valid execution, delivery or performance by the Borrower or any Guarantor of any Amendment Document, except (a) those that have otherwise been obtained or made on or prior to the Amendment Effective Date and which remain in full force and effect on the Amendment Effective Date and (b) where the failure to obtain such authorizations, consents, licenses, exemptions or approvals, or make such filings or registrations, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(iii)The Borrower is duly organized, validly existing, and in good standing as a limited partnership under the laws of the State of Delaware. Chiron REIT is duly organized, validly existing, and in good standing as a corporation under the laws of the State of Maryland. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of the jurisdictions in which it is organized.
(iv)Each of the representations and warranties made by the Borrower and each Guarantor in or pursuant to the Loan Documents are true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) on and as of the Amendment Effective Date as if made on and as of such date except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct in all material respects (or, in the case of any representation and warranty that is qualified as to “materiality,” “Material
2
Adverse Effect” or similar language, true and correct (after giving effect to any qualification therein) in all respects) as of such earlier date.
(v)Since December 31, 2025, there has been no change in the business, financial condition, operations, performance or properties of Chiron REIT, the Borrower and the Subsidiaries taken as a whole, which would reasonably be expected to have a Material Adverse Effect.
(vi)No Default or Event of Default has occurred and is continuing on the Amendment Effective Date after giving effect to this Amendment No. 1.
A. Each of Chiron REIT and the undersigned Subsidiary Guarantors (other than the Released Guarantors, as defined below) has read this Amendment No. 1 and consents to the terms hereof and further hereby confirms and agrees that, notwithstanding the effectiveness of this Amendment No. 1, the obligations of Chiron REIT and such Subsidiary Guarantor under each of the Loan Documents to which Chiron REIT and such Subsidiary Guarantor is a party (including its guaranty obligations under Section 13 of the Credit Agreement) shall not be impaired and each of the Loan Documents to which Chiron REIT and such Subsidiary Guarantor is a party is, and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects, and shall extend to the Incremental Term Loans made hereunder.
Each of Chiron REIT, the Subsidiary Guarantors and the Borrower hereby acknowledges and agrees that each reference to the defined term “Obligations” under, and as defined in Section 13 of the Credit Agreement will be understood to refer to the “Obligations” under and as defined in the Credit Agreement.
B. Each Credit Party hereby fully, finally and irrevocably releases each of GMR Melbourne, LLC and GMR Memphis Exeter, LLC (collectively, the “Released Guarantors”) from its obligations as a Guarantor pursuant to the Credit Agreement and from its obligations under its Guaranty.
This Amendment No. 1 shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction (or waiver by the Administrative Agent and each Lender) of the following conditions precedent:
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(i)On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment No. 1. This Amendment No. 1 shall be deemed to be a “Loan Document” under the Credit Agreement.
(ii)Except as specifically amended by this Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. The parties hereto do not intend this Amendment No. 1 or the transactions contemplated hereby to be, and this Amendment No. 1 and the transactions contemplated hereby shall not be construed to be, a novation of any of the obligations owing by the Borrower under or in connection with the Credit Agreement or any of the Loan Documents.
(iii)The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
BORROWER:
CHIRON REAL ESTATE LP
By:CHIRON REAL ESTATE GP LLC,
a Delaware limited liability company,
its General Partner
By:CHIRON REAL ESTATE INC.,
a Maryland Corporation,
its Sole Member
By:/s/ Robert Kiernan
Name:Robert Kiernan
Title:Treasurer and Chief Financial Officer
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
GUARANTORS
CHIRON REAL ESTATE Inc. | |
By: | /s/ Robert Kiernan |
Name: | Robert Kiernan |
Title: | Treasurer and Chief Financial Officer |
GMR Albertville, LLC GMR Altoona, LLC GMR Amarillo, LLC GMR Asheville, LLC GMR Athens-200, LLC GMR Athens-600, LLC GMR Austin, LLC GMR Bannockburn, LLC GMR Bastrop, LLC GMR Beaumont, LLC GMR Belpre, LLC GMR Bountiful, LLC GMR Bradenton 2101 61st Street, LLC GMR Bradenton 2203 61st Street, LLC GMR Bradenton 53rd Avenue, LLC GMR Bradenton Pointe West, LLC GMR Brockport, LLC GMR Caledonia, LLC GMR Canandaigua, LLC GMR Cape Coral Viscaya 1255, LLC GMR Cape Coral Viscaya 1261, LLC GMR Cape Coral Viscaya 1265, LLC GMR Cape Coral, LLC GMR Cape Coral Southeast, LLC GMR Cape Girardeau, LLC GMR Centerville, LLC GMR Cerritos, LLC GMR Chandler Dobson, LLC GMR Chandler Pecos I, LLC GMR Chandler Pecos II, LLC GMR Chandler Val Vista I, LLC GMR Cincinnati Beechmont, LLC GMR Clermont, LLC GMR Clinton Township, LLC GMR Clinton, LLC GMR Clive, LLC GMR Conway, LLC |
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
GMR Corona, LLC GMR Dallas North Central, LLC GMR Danville, LLC GMR Decatur, LLC GMR Des Moines EN, LLC GMR Des Moines West, LLC GMR Dumfries, LLC GMR East Dallas Hospital, LLC GMR East Dallas Land, LLC GMR East Grand Forks, LLC GMR East Orange, LLC GMR East Venice, LLC GMR El Paso, LLC GMR Fairbanks, LLC GMR Fairfax Hamaker, LLC GMR Fairfax, LLC GMR Flower Mound, LLC GMR Forsyth 241 Weaver, LLC GMR Forsyth 389 Weaver, LLC GMR Fort Myers Camelot, LLC GMR Fort Myers Park Royal, LLC GMR Fort Worth Overton Ridge, LLC GMR Frankfort, LLC GMR Fremont, LLC GMR Gainesville Sherwood, LLC GMR Gainesville, LLC GMR Gilbert, LLC GMR Glenview, LLC GMR Grand Rapids Beltline, LLC GMR Grand Rapids Main, LLC GMR Grand Rapids Walker, LLC GMR Grand Rapids Wilson, LLC GMR Greenwood Emerson, LLC GMR Greenwood, LLC GMR Hermitage Garden Way, LLC GMR Hialeah, LLC GMR Hudson, LLC GMR Jackson, LLC GMR Jacksonville Riverside LLC GMR Lake Geneva, LLC GMR Lancaster, LLC GMR Lansing Jolly 3390, LLC GMR Lansing Jolly 3400, LLC GMR Lansing Patient, LLC GMR Las Cruces, LLC GMR Las Vegas Pecos, LLC |
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
GMR Las Vegas Warm Springs, LLC GMR Las Vegas, LLC GMR Lee’s Summit Northeast, LLC GMR Lee’s Summit, LLC GMR Lemoyne, LLC GMR Lewisburg, LLC GMR Little Rock, LLC GMR Livonia, LLC GMR London, LLC GMR Lubbock, LLC GMR McAllen, LLC GMR Mechanicsburg, LLC GMR Melbourne Pine, LLC GMR Melbourne, LLC GMR Memphis Exeter, LLC GMR Memphis, LLC GMR Mentor, LLC GMR Mesa, LLC GMR Minot, LLC GMR Moline, LLC GMR Morgantown, LLC GMR Munster, LLC GMR Oklahoma Northwest, LLC GMR Omaha, LLC GMR Orlando, LLC GMR Paris, LLC GMR Pensacola Davis, LLC GMR Pensacola Grande, LLC GMR Pensacola Market, LLC GMR Pittsburgh, LLC GMR Plano, LLC GMR Plymouth, LLC GMR Port St. Lucie, LLC GMR Reading, LLC GMR Redding Butte, LLC GMR Redding Churn Creek, LLC GMR Rocky Point, LLC GMR Rosedale 5233, LLC GMR Rosedale 5235, LLC GMR Ruskin, LLC GMR Russellville, LLC GMR Saint George, LLC GMR San Marcos, LLC GMR Sandusky, LLC GMR Sarasota Clark, LLC GMR Sarasota, LLC |
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
GMR Sheboygan, LLC GMR Sherman, LLC GMR Silvis, LLC GMR SLIPPERY ROCK, LLC GMR SOMERSET, LLC GMR Southern IL Shiloh 1191, LLC GMR Southern IL Shiloh 1197, LLC GMR Southern IL Carbondale, LLC GMR Southern IL, LLC GMR Spartanburg, LLC GMR Spring Hill County Line, LLC GMR Spring Hill Medical Center, LLC GMR Surprise, LLC GMR Syracuse, LLC GMR Tallahassee, LLC GMR Toledo, LLC GMR Tucson Carondelet, LLC GMR Tucson Silverbell, LLC GMR Venice, LLC GMR Vernon Keynote, LLC GMR Vernon, LLC GMR Watertown, LLC GMR West Allis, LLC GMR West El Paso, LLC GMR Westland Central City, LLC GMR Westland, LLC GMR Winston-Salem, LLC GMR Wyomissing, LLC GMR Yuma 20, LLC GMR Yuma 25, LLC GMR Zachary, LLC | |||
By: | CHIRON REAL ESTATE LP, its Sole Member | ||
| By: | CHIRON REAL ESTATE GP LLC, its General Partner | |
| | By: | CHIRON REAL ESTATE Inc., its Sole Member |
| | By: | /s/ Robert Kiernan |
| | Name: | Robert Kiernan |
| | Title: | Treasurer and Chief Financial Officer |
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender
By:/s/ Jason Baeten
Name:Jason Baeten
Title:Executive Director
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
BANK OF MONTREAL, CHICAGO BRANCH
By:/s/ Darin Mainquist
Name:Darin Mainquist
Title:Managing Director
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:/s/ Darin Mullis
Name:Darin Mullis
Title:Managing Director
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
CITIZENS BANK, N.A.
By:/s/ Lloyd Baron
Name:Lloyd Baron
Title:Senior Vice President
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
TRUIST BANK
By:/s/ Tim Conway
Name:Tim Conway
Title:Vice President
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
HUNTINGTON NATIONAL BANK
By:/s/ Michael Kinnick
Name:Michael Kinnick
Title:Managing Director
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
ASSOCIATED BANK, NATIONAL ASSOCIATION
By:/s/ Mitchell Vega
Name:Mitchell Vega
Title:Senior Vice President
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
RAYMOND JAMES BANK
By:/s/ Alexander Sierra
Name:Alexander Sierra
Title: Senior Vice President
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
STIFEL BANK & TRUST
By:/s/ Matthew L. Diehl
Name:Matthew L. Diehl
Title:Senior Vice President
[Signature page to GMRE Amendment No. 1 to Third Amended and Restated Credit Agreement]
Exhibit A
Conformed Version, including Amendment No. 1
Execution Version
Third Amended and Restated Credit Agreement
Dated as of October 8, 2025
among
Global Medical Reit L.P.Chiron Real Estate LP, as
Borrower
The Guarantors from time to time party hereto,
the Lenders from time to time party hereto,
and
JPMorgan Chase Bank, N.A.,
as Administrative Agent
BMO Capital Markets Corp. and Wells Fargo Bank, N.A.,
as Syndication Agents
Citizens Bank, N.A., Huntington National Bank and Truist Bank,
as Documentation Agents
JPMorgan Chase Bank, N.A., BMO Capital Markets Corp.,
Wells Fargo Securities, LLC, Citizens Bank, N.A.,
Huntington National Bank and Truist Securities, Inc.,
as Joint Lead Arrangers and Joint Book Runners
Table of Contents
(continued)
Page
| -ii- | |
Table of Contents
(continued)
Page
| -iii- | |
Table of Contents
(continued)
Page
| -iv- | |
Table of Contents
(continued)
Page
| -v- | |
Table of Contents
(continued)
Page
| -vi- | |
Exhibit A | — | Notice of Payment Request |
Exhibit B | — | [Reserved] |
Exhibit C | — | [Reserved] |
Exhibit D-1 | — | Revolving Note |
Exhibit D-2 | — | Tranche A Term Note |
Exhibit D-3 | — | Tranche B Term Note |
Exhibit D-4 | — | Incremental Term Note |
Exhibit E | — | Compliance Certificate |
Exhibit F | — | Assignment and Acceptance |
Exhibit G | — | Additional Guarantor Supplement |
Exhibit H | — | Commitment Amount Increase Request |
Exhibit I | — | [Reserved] |
Exhibit J-1 | — | Form of U.S. Tax Compliance Certificate |
Exhibit J-2 | — | Form of U.S. Tax Compliance Certificate |
Exhibit J-3 | — | Form of U.S. Tax Compliance Certificate |
Exhibit J-4 | — | Form of U.S. Tax Compliance Certificate |
| | |
Schedule 1 | — | Commitments |
Schedule 1B | — | L/C Commitments |
Schedule 1.1 | — | Initial Unencumbered Properties |
Schedule 1.2 | — | Existing Liens |
Schedule 1.3 | --- | Existing Letters of Credit |
Schedule 1.4 | — | Qualified Ground Leases |
Schedule 6.2 | — | Subsidiaries |
Schedule 6.11 Schedule 6.17 | — — | Litigation Environmental |
Schedule 8.8 | — | Investments |
| | |
-vii-
Third Amended and Restated Credit Agreement
This Third Amended and Restated Credit Agreement (this “Agreement”) is entered into as of October 8__, 2025 by and among CHIRON REAL ESTATE LP (f/k/a Global MedicalGLOBAL MEDICAL REIT L.P.), a Delaware limited partnership (the “Borrower”), CHIRON REAL ESTATE INC. (f/k/a Global MedicalGLOBAL MEDICAL REIT Inc.),INC., a Maryland corporation (the “Parent” or “Chiron“Global Medical REIT”), the certain Subsidiaries from time to time party to this Agreement as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.
Preliminary Statement
Whereas, the Borrower, the Parent, JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders and guarantors are parties to a Second Amended and Restated Credit Agreement dated as of May 3, 2021, as amended to date (the “Existing Credit Agreement”), pursuant to which such lenders agreed to provide credit facilities to the Borrower;
Whereas, the Borrower, the Parent, the Administrative Agent and the Lenders wish to amend and restate the Existing Credit Agreement in its entirety as set forth herein;
Whereas, it is the intent of the parties that this Agreement shall not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement and that this Agreement amends and restates in its entirety the Existing Credit Agreement;
Whereas, the Borrower has requested that the Lenders provide revolving credit and term loan facilities to the Borrower, and the Administrative Agent, the L/C Issuer and the Lenders have agreed to provide such credit facilities on the terms and conditions set forth in this Agreement.
Now, Therefore, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby amend and restate the Existing Credit Agreement in its entirety and covenant and agree as follows:
| Section 1. | The Credit Facilities. |
In addition, an L/C Issuer shall not be under any obligation to issue, amend or extend any Letter of Credit if:
Subject to the appointment and acceptance of a successor L/C Issuer, any L/C Issuer may resign as an L/C Issuer at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such resigning L/C Issuer shall be replaced in accordance with the paragraph above.
Section 1.6. Manner of Borrowing Loans and Designating Applicable Interest Rates.
to the extent permitted by law) on the principal amount of all outstanding Loans and Reimbursement Obligations and other amounts of outstanding Obligations, and shall pay letter of credit fees, in each case, at a rate per annum equal to:
provided, however, that in the absence of an acceleration of the Obligations as a result of an Event of Default, any adjustments pursuant to this Section 1.9 shall be made at the election of the Administrative Agent, acting at the request or with the consent of the Required Lenders, with written notice to the Borrower. Interest accruing pursuant to this Section 1.9 shall be paid on demand of the Administrative Agent at the request or with the consent of the Required Lenders.
then, upon the demand of such Lender, the Borrower shall pay to such Lender such amount as will reimburse such Lender for such loss, cost or expense. If any Lender makes such a claim for compensation, it shall provide to the Borrower, with a copy to the Administrative Agent, a certificate setting forth the amount of such loss, cost or expense in reasonable detail (including an explanation of the basis for and the computation of such loss, cost or expense) and the amounts shown on such certificate shall be deemed prima facie correct absent manifest error.
provided that both on the notice delivery date and on the Initial Termination Date (i) no Default or Event of Default shall have occurred and be continuing and (ii) all representations and warranties contained in Section 6 hereof and in the other Loan Documents shall be true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) on the Initial Termination Date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such date). Should such extension become effective, the terms and conditions of this Agreement will apply during the extension period, and from and after the date of such extension, the defined term “Scheduled Termination Date” shall mean the First Extended Termination Date.
| Section 2. | Fees. |
| Section 3. | Place and Application of Payments. |
Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all payments under or in respect of the Guaranties received, in each instance, by the Administrative Agent or any of the Lenders after acceleration or
the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Administrative Agent and distributed as follows:
| Section 4. | Guaranties. |
“Guaranties”; and ChironGlobal Medical REIT and each such wholly-owned Subsidiary executing and delivering this Agreement as a Guarantor or any such separate Guaranty being referred to herein as a “Guarantor” and collectively the “Guarantors”).
| Section 5. | Definitions; Interpretation. |
“Act” is defined in Section 12.24 hereof.
“Additional Guarantor Supplement” is defined in Section 4.2 hereof.
“Adjusted EBITDA” means, at any date of its determination, an amount equal to (i) EBITDA for the most recently completed Rolling Period minus (ii) the Capital Reserve on such date.
“Adjusted Unencumbered Property NOI” means, at any date of its determination, with respect to any Unencumbered Property, (a) with respect to Unencumbered Property owned or leased for less than one full Fiscal Quarter as of such date of calculation, the projected Property NOI for the following Fiscal Quarter computed by the Borrower in good faith and multiplied by four, (b) with respect to Unencumbered Property owned or leased for at least one full Fiscal Quarter but less than four full Fiscal Quarters, the Property NOI for such completed Fiscal Quarter(s) computed by the Borrower in good faith, and (c) otherwise, the Property NOI for the most recently completed Rolling Period computed by the Borrower in good faith, in each case, minus (i) the Capital Reserve and (ii) the greater of (x) a management fee of 1% of Property Income for the most recently completed Fiscal Quarter and (y) actual management fees paid in cash to third party managers for the most recently completed Fiscal Quarter.
“Administrative Agent” means JPMorgan Chase Bank, N.A. (or any of its designated branches or affiliates), in its capacity as administrative agent for the Revolving Credit hereunder, and any successor in such capacity pursuant to Section 11.7 hereof.
“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent to the Borrower or any Lender, as the context requires.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affected Lender” is defined in Section 1.13 hereof.
“Affiliate” means any Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10% or more of the securities having the ordinary voting power for the election of directors or governing body of a corporation or 10% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person.
“Agreement” means this Third Amended and Restated Credit Agreement, as the same may be amended, modified, restated or supplemented from time to time pursuant to the terms hereof.
“Anti-Corruption Law” means the FCPA and any law, rule or regulation of any jurisdiction concerning or relating to bribery or corruption that are applicable to the Borrower or any Guarantor or any Subsidiary or Affiliate of the Borrower or any Guarantor.
“Applicable Credit Rating” means a rating assigned to the Borrower’s or the Company’s Index Debt by Moody’s, S&P or Fitch.
“Applicable Margin” means, with respect to Loans, Reimbursement Obligations, L/C Participation Fees and the Facility Fee Rate (if applicable):
Level | Consolidated Leverage Ratio for Such Pricing Date | Applicable Margin for Base Rate Revolving Loans and Reimbursement Obligations Shall Be: | Applicable Margin for Term Benchmark and RFR Revolving Loans and L/C Participation Fees Shall Be: | Applicable Margin for Base Rate Term Loans Shall Be: | Applicable Margin for Term Benchmark and RFR Term Loans Shall Be: |
I | Less than 0.40 to 1.00 | 0.25% | 1.25% | 0.20% | 1.20% |
II | Less than 0.45 to 1.00 but greater than or equal to 0.40 to 1.00 | 0.35% | 1.35% | 0.30% | 1.30% |
III | Less than 0.50 to 1.00, but greater than or equal to 0.45 to 1.00 | 0.50% | 1.50% | 0.45% | 1.45% |
IV | Less than 0.55 to 1.00, but greater than or equal to 0.50 to 1.00 | 0.75% | 1.75% | 0.70% | 1.70% |
V | Greater than or equal to 0.55 to 1.00 | 1.00% | 2.00% | 0.95% | 1.95% |
For purposes hereof, the term “Pricing Date” means, for any Fiscal Quarter of the Borrower ending on or after September 30, 2025, the next Business Day following the date on which the Administrative Agent is in receipt of the Borrower’s most recent Compliance Certificate and financial statements (and, in the case of the year-end financial statements, audit report) (the “Borrower Information”) for the Fiscal Quarter then ended, pursuant to Section 8.5 hereof. The Applicable Margin shall be established based on the Consolidated Leverage Ratio for the most recently completed Fiscal Quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered the Borrower Information by the date the same is required to be delivered under Section 8.5 hereof, then until such Borrower Information is delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level V shall apply); provided, the Administrative Agent will provide notice to Borrower when such highest Applicable Margin goes into effect. If the Borrower subsequently delivers such Borrower Information before the next Pricing Date, the Applicable Margin established by such late delivered Borrower Information shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such Borrower Information shall be in effect from the Pricing Date that occurs immediately after the end of the Fiscal Quarter covered by such Borrower Information until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders if reasonably determined. The parties understand that the Applicable Margin set forth herein shall be determined and may be adjusted from time to time based upon the Borrower Information. If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including, without limitation, because of a subsequent restatement of earnings by the Borrower or ChironGlobal Medical REIT) at the time it was delivered to the Administrative Agent and the Lenders, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then such Applicable Margin for such period shall be automatically recalculated using the correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay within five (5) Business Days of receipt of such written notice such additional interest or fees due to the Administrative Agent, for the account of each Lender holding Commitments and Loans at the time the additional interest and fee payment is received. Any recalculation of the Applicable Margin required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s or any Lender’s other rights under this Agreement.
LEVEL | APPLICABLE CREDIT RATING | APPLICABLE MARGIN FOR BASE RATE REVOLVING LOANS AND REIMBURSEMENT OBLIGATIONS SHALL BE: | APPLICABLE MARGIN FOR TERM BENCHMARK AND RFR REVOLVING LOANS AND L/C PARTICIPATION FEES SHALL BE: | FACILITY FEE RATE SHALL BE: | APPLICABLE MARGIN FOR BASE RATE TERM LOANS SHALL BE: | APPLICABLE MARGIN FOR TERM BENCHMARK AND RFR TERM LOANS SHALL BE: |
Level I Rating | A3/A- or higher | 0% | 0.825% | 0.125% | 0% | 0.85% |
Level II Rating | Baa1/BBB+ | 0% | 0.875% | 0.15% | 0% | 0.925% |
Level III Rating | Baa2/BBB | 0% | 1.00% | 0.20% | 0.15% | 1.15% |
Level IV Rating | Baa3/BBB- | 0.20% | 1.20% | 0.25% | 0.45% | 1.45% |
Level V Rating | Less than Baa3/BBB- or unrated | 0.55% | 1.55% | 0.30% | 0.85% | 1.85% |
For purposes of this clause (c), if at any time the Borrower or the Parent has two (2) Applicable Credit Ratings, the Applicable Margin and Facility Fee Rate shall be the rate per annum applicable to the highest Applicable Credit Rating; provided that if the highest Applicable Credit Rating and the lowest Applicable Credit Rating are more than one ratings category apart, the Applicable Margin and Facility Fee Rate shall be the rate per annum applicable to Applicable Credit Rating that is one ratings category below the highest Applicable Credit Rating. If at any time the Borrower or the Parent has three (3) Applicable Credit Ratings, and such Applicable Credit Ratings are split, then: (A) if the difference between the highest and the lowest such Applicable Credit Ratings is one ratings category (e.g. Baa2 by Moody’s and BBB- by S&P or Fitch), the Applicable Margin and Facility Fee Rate shall be the rate per annum that would be applicable if the highest of the Applicable Credit Ratings were used; and (B) if the difference between such Applicable Credit Ratings is two ratings categories (e.g. Baa1 by Moody’s and BBB- by S&P or Fitch) or more, the Applicable Margin and Facility Fee Rate shall be the rate per annum that would be applicable if the average of the two (2) highest Applicable Credit Ratings were used, provided that if such average is not a recognized rating category, then the Applicable Margin and Facility Fee Rate shall be the rate per annum that would be applicable if the second highest Applicable Credit Rating of the three were used. If at any time the Borrower or the Parent has only one Applicable Credit Rating, the Applicable Margin and Facility Fee Rate shall be the rate per annum applicable to such Applicable Credit Rating. If neither the Borrower nor the Parent has an Applicable Credit Rating, then the Applicable Margin and Facility Fee Rate shall be the rate per annum applicable to Level V.
Each change in the Applicable Margin and Facility Fee Rate shall apply during the period commencing on the third Business Day following the effective date of such change and ending on the effective date of the next such change. If the rating system of Moody’s, S&P or Fitch shall change, or if such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to
reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin and Facility Fee Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.
Any adjustment in the Applicable Margin shall be applicable to all existing Loans.
“Application” is defined in Section 1.3(b) hereof.
“Approved Borrower Portal” has the meaning assigned to it in Section 11.15(a).
“Approved Electronic Platform” has the meaning assigned to it in Section 12.8(d).
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arranger” means any “Joint Lead Arranger” listed on the cover page to this Agreement.
“Asset Under Development” means any Real Property under construction (excluding (i) any completed Real Property under minor renovation (including minor Tenant improvements in an existing building that are being made), (ii) any Real Property that is contiguous to and purchased simultaneously with any completed Real Property, and (iii) any Real Property that is substantially completed with an Occupancy Rate of at least 65%).
“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 12.12 hereof), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.
“Authorized Representative” means those persons shown on the list of officers provided by the Borrower pursuant to Section 7.2 hereof or on any update of any such list provided by the Borrower to the Administrative Agent, or any further or different officers of the Borrower so named by any Authorized Representative of the Borrower in a written notice to the Administrative Agent.
“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Termination Date and the date of termination of the Revolving Credit Commitments.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor
for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (d) of Section 10.6.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Event” means, with respect to any Person, any event of the type described in clause (j) or (k) of Section 9.1 hereof with respect to such Person.
“Bank Products” means each and any of the following bank products and services provided to Borrower or any Guarantor by any Lender or any of their Affiliates: (a) credit or charge cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, and (c) depository, cash management, and treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).
“Bank Product Obligations” of the Borrower and Guarantors means any and all of their obligations, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Bank Products.
“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus ½ of 1% and (c) the Term SOFR Rate for a one month Interest Period as published two U.S. Government Securities Business Days prior to such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities Business Day) plus 1%; provided that for the purpose of this definition, the Term SOFR Rate for any day shall be based on the Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the Term SOFR Rate, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 10.6 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 10.6(a)), then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Base Rate as determined pursuant to the foregoing would be less than 1.0%, such rate shall be deemed to be 1.0% for purposes of this Agreement.
“Base Rate Loan” means a Loan bearing interest at a rate specified in Section 1.4(a) hereof.
“Benchmark” means, initially, with respect to any (i) Term Benchmark Loan, the Term SOFR Rate or (ii) RFR Loan, the Daily Effective SOFR Rate; provided that if a Benchmark Transition Event, and the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or Daily Effective SOFR Rate, as applicable, or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 10.6.
“Benchmark Replacement” means, for any Available Tenor:
the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for dollar-denominated syndicated credit facilities at such time in the United States and (b) the related Benchmark Replacement Adjustment;
If the Benchmark Replacement as determined pursuant to the above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement and/or any Term Benchmark Revolving Loan, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Borrower)
may be appropriate to reflect the adoption and implementation of such Benchmark and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earlier to occur of the following events with respect to such then-current Benchmark:
(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to such then-current Benchmark:
(1)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
(2)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.6 and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 10.6.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation, in form and substance satisfactory to Administrative Agent.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“BHC Act Affiliate” of a party means an “affiliate’ (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Borrower” is defined in the introductory paragraph of this Agreement.
“Borrowing” means the total of Loans of a single type advanced, continued for an additional Interest Period, or converted from a different type into such type by the Lenders on a single date and, in the case of Term Benchmark Loans, for a single Interest Period. Borrowings of Loans are made and maintained ratably from each of the Lenders under a Credit according to their Percentages of such Credit. A Borrowing is “advanced” on the day Lenders advance funds comprising such Borrowing to the Borrower, is “continued” on the date a new Interest Period for the same type of Loans commences for such Borrowing, and is “converted” when such Borrowing is changed from one type of Loans to the other, all as determined pursuant to Section 1.6 hereof.
“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to RFR Loans and any interest rate settings, fundings, disbursements, settlements or payments of any such RFR Loan, or any other dealings of such RFR Loan and (b) in relation to Loans referencing the Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Term SOFR Rate or any other dealings of such Loans referencing the Term SOFR Rate, any such day that is only a U.S. Government Securities Business Day.
“Capital Lease” means any lease of Property which in accordance with GAAP (subject to Section 5.3) is required to be capitalized on the balance sheet of the lessee.
“Capital Reserve” means, as at any date of its determination, an amount equal to the product of (i) $0.50 multiplied by (ii) the gross leasable square footage of such Real Property on such date.
“Capitalized Lease Obligation” means, for any Person, the principal amount of the liability shown on the balance sheet of such Person in respect of a Capital Lease determined in accordance with GAAP.
“Cash Collateralize” means, to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances subject to a first priority perfected security interest in favor of the Administrative Agent or, if the Administrative Agent and each applicable L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and each applicable L/C Issuer.
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.
“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§9601 et seq., and any future amendments.
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in
any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means the occurrence of any of the following: (a) the acquisition by any “person” or “group” (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) at any time of beneficial ownership of more than 35% of the outstanding capital stock or other equity interests of ChironGlobal Medical REIT entitled to vote for members of the board of directors or equivalent governing body of ChironGlobal Medical REIT on a fully-diluted basis; (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of ChironGlobal Medical REIT cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; (c) the failure of ChironGlobal Medical REIT to directly or indirectly (i) control the Borrower and (ii) own more than 51% of the total economic interest in the Equity Interests of the Borrower; or (d) the failure of Borrower to directly or indirectly (i) control the Manager and (ii) own more than 98% of the total economic interest in the Equity Interests of the Manager. A Person shall be deemed to control another Person for purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise.
“Chiron REIT” is defined in the introductory paragraph of this Agreement.
“Closing Date” means the date of this Agreement.
“CME Term SOFR Administrator” means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR) (or a successor administrator).
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral Account” is defined in Section 9.4 hereof.
“Commitment” means the Revolving Credit Commitment and Term Loan Commitments.
“Commitment Amount Increase” is defined in Section 1.15 hereof.
“Commitment Amount Increase Request” is defined in Section 1.15 hereof.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Communications” has the meaning assigned to it in Section 12.8(d).
“Compliance Certificate” is defined in Section 8.5 hereof.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profit Taxes.
“Consolidated Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Indebtedness as of such date to (ii) Total Asset Value as of such date.
“Consolidated Secured Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Secured Indebtedness as of such date to (ii) Total Asset Value as of such date.
“Consolidated Secured Recourse Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Secured Recourse Indebtedness as of such date to (ii) Total Asset Value as of such date.
“Consolidated Unsecured Leverage Ratio” means, as at any date of determination, the ratio of (i) Total Unsecured Indebtedness as of such date to (ii) Unencumbered Asset Value as of such date.
“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Covered Entity” means any of the following:
(i) | a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
(ii) | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
(iii) | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
“Covered Party” has the meaning assigned to it in Section 12.27.
“Credit” means any of the Revolving Credit, the Term Credit, the Incremental Revolving Credit and the Incremental Term Credit.
“Credit Event” means the advancing of any Loan, or the issuance of, or extension of the expiration date or increase in the amount of, any Letter of Credit.
“Credit Party” means the Administrative Agent, the L/C Issuer or any other Lender.
“Customary Recourse Exceptions” means, with respect to any Indebtedness, personal recourse that is limited to fraud, misrepresentation, misapplication of cash, waste, Environmental Claims and liabilities, failure to pay taxes and insurance, bankruptcy, prohibited transfers, prohibited lease amendments or terminations by the relevant Borrower, Guarantor or Material Subsidiary, violations of single purpose entity covenants and other customary exceptions.
“Daily Effective SOFR Rate” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day, a “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website; provided that if the Daily Effective SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement. If by 5:00 p.m. on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Effective SOFR Rate has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Effective SOFR Rate for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Effective SOFR Rate due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.
“Debt Rating Pricing Election Date” means the date on which (a) the Borrower or the Parent has received an Investment Grade Rating from Moody’s, S&P or Fitch and such Investment Grade Rating continues to exist on the date that the Borrower gives its election notice described below and (b) the Borrower has delivered written notice to the Administrative Agent (which shall promptly notify each of the Lenders) of its election (which shall be irrevocable) to have the Applicable Margin determined by reference to the Applicable Credit Ratings instead of the Consolidated Leverage Ratio.
“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Debt Service” means, with reference to any period, the sum of (a) Interest Expense for such period and (b) the greater of (i) zero or (ii) scheduled principal amortization paid on Total Indebtedness for such period (exclusive of any balloon payments or prepayments of principal paid on such Total Indebtedness).
“Default” means any event or condition the occurrence of which would, with the passage of time or the giving of notice, or both, constitute an Event of Default.
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“Defaulting Lender” means, subject to Section 1.14(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 1.14(b)) upon delivery of written notice of such determination to the Borrower, the L/C Issuer and each Lender.
“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the 91st day following the Scheduled Termination Date, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the 91st day following the Scheduled Termination Date as of the date on which such Equity Interest is issued; provided, however, that any Equity Interest of a Person that is issued with the benefit of provisions requiring a change of control offer to be made for such Equity Interest in the event of a change of control of such Person will not be deemed to be Disqualified Stock solely by virtue of such provisions.
“EBITDA” means, for any period, determined on a consolidated basis of ChironGlobal Medical REIT and its Subsidiaries, in accordance with GAAP, the sum of net income (or loss) plus, to the extent included as an expense in the calculation of net income (or loss): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income, franchise and similar tax expense; (iv) extraordinary, unrealized or non-recurring losses, including impairment charges and losses from the sale of assets, in an amount not to exceed $25,000,000; (v) fees and expenses incurred in connection with investments, dispositions, the incurrence of Indebtedness or the issuance of capital stock or equity interests (whether or not consummated); and (vi) non-cash losses, including, but not limited to, LTIP compensation expense, favorable lease amortization expense, deferred financing amortization expense and straight-line rent and ground rent, (provided that any cash payment made with respect to any such non cash loss shall be subtracted in computing EBITDA during the period in which such cash payment is made) minus: (a) extraordinary, unrealized or non-recurring gains, including the write-up of assets and gain from the sale of assets; (b) non-cash gains, including, but not limited to, straight-line rent and ground rent and unfavorable lease amortization expense (provided that any receipt of cash in respect of such non-cash gains shall be added in computing EBITDA during the period in which such cash was received); and (c) income tax benefits.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) subject to and in accordance with the terms and provisions of Section 12.12 hereof.
“Environmental Claim” means any investigation, notice, violation, demand, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding or claim (whether administrative, judicial or private in nature) arising (a) in connection with an actual or alleged violation of or liability under any Environmental Law, (b) in connection with any Hazardous Material, (c) from any abatement, removal, remedial, corrective or response action in connection with a Hazardous Material, Environmental Law or order of a Governmental Authority under Environmental Law or (d) from any actual or alleged damage, injury, threat or harm to human health and safety (to the extent related to exposure to Hazardous Materials), natural resources or the environment.
“Environmental Law” means any current or future Legal Requirement pertaining to (a) the protection of human health and safety (to the extent related to exposure to Hazardous Materials) and the indoor or outdoor environment, (b) the conservation, management or use of natural resources and wildlife, (c) the protection or use of surface water or groundwater, (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure of humans to, any Hazardous Material or (e) pollution (including any Release to air, land, surface water or groundwater), and any amendment, rule, regulation, order or directive issued thereunder.
“Equity Forward Contract” means a forward equity contract entered into by the Parent and a Person that is not a Subsidiary of the Parent with respect to common Equity Interests of the Parent.
“Equity Interests” means with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person whether or not certificated, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Event of Default” means any event or condition identified as such in Section 9.1 hereof.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason not to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 1.13) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 12.1 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 12.1(g) or Section 12.1(i), and (d) any withholding Taxes imposed under FATCA.
“Existing Credit Agreement” is defined in the recitals to this Agreement.
“Existing Letter of Credit” means each letter of credit issued prior to the Closing Date by a Person that shall be an L/C Issuer and listed on Schedule 1.3.
“Extension Fee” means an extension fee payable by the Borrower to the Administrative Agent for the ratable benefit of the Lenders as a condition to the extension of the Initial Termination Date or the First Extended Termination Date pursuant to Section 1.16 hereto in an amount equal to 0.075% of the Revolving Credit Commitments then in effect for each extension.
“Facility Fee Rate” means that rate determined pursuant to paragraph (c) of the definition of “Applicable Margin”.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b) of the Code, any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any law or regulation adopted pursuant to any such intergovernmental agreement.
“FCPA” means the Foreign Corrupt Practices Act, 15 U.S.C. §§78dd-1, et seq.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“First Extended Termination Date” is defined in Section 1.16 hereof.
“Fiscal Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31 of each Fiscal Year.
“Fiscal Year” means the twelve-month period ending on December 31 of each calendar year.
“Fitch” means Fitch Ratings Inc.
“Fixed Charge Coverage Ratio” means, as at any date of determination, the ratio of (i) Adjusted EBITDA for the Rolling Period then ended, to (ii) Fixed Charges for such Rolling Period.
“Fixed Charges” means, for any period of determination, (a) Debt Service for such period, plus (b) dividends and other required distributions on the Borrower’s preferred equity securities for such period plus (c) all income taxes (federal, state and local) paid by Borrower during such period.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the Term SOFR Rate or the Daily Effective SOFR Rate, as applicable. For the avoidance of doubt the initial Floor for each of Term SOFR Rate and the Daily Effective SOFR Rate shall be 0.0%.
“Foreign Lender” means a Lender that is not a U.S. Person.
“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to any L/C Issuer, such Defaulting Lender’s Percentage of the outstanding L/C Obligations with respect to Letters of Credit issued by such L/C Issuer other than L/C Obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.
“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.
“Global Medical REIT” is defined in the introductory paragraph of this Agreement.
“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“Ground Lease” means a ground lease of Real Property where the owner of the fee interest thereunder is not an Affiliate of the Borrower.
“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business..
“Guarantor” and “Guarantors” are defined in Section 4.1 hereof.
“Guaranty” and “Guaranties” are defined in Section 4.1 hereof.
“Hazardous Material” means any substance, chemical, compound, product, solid, gas, liquid, waste, byproduct, pollutant, contaminant or material which is hazardous or toxic and is regulated under Environmental Law, and includes, without limitation, (a) asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof) and (b) any
material classified or regulated as “hazardous” or “toxic” or words of like import pursuant to an Environmental Law.
“Hazardous Material Activity” means any activity, event or occurrence involving a Hazardous Material, including, without limitation, the manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation, handling of or corrective or response action to any Hazardous Material.
“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Hedging Agreement.
“Hedging Liability” means the liability of the Borrower or any Guarantor to any counterparty in respect of any Hedging Agreement as the Borrower or such Guarantor, as the case may be, may from time to time enter into with any one or more of the Lenders party to this Agreement at the time such Hedging Agreement was entered into or their Affiliates, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor).
“Increased Amount Date” is defined in Section 1.15(a) hereof.
“Incremental Facilities” means the Incremental Revolving Credit and/or the Incremental Term Credit established hereunder after the Closing Date in accordance with Section 1.15 hereof.
“Incremental Revolving Credit” means the credit facility for making Incremental Revolving Loans described in Section 1.15 hereof.
“Incremental Revolving Credit Commitments” is defined in Section 1.15(a) hereof.
“Incremental Revolving Loan” is defined in Section 1.15(c) hereof, and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a type of Incremental Revolving Loan hereunder.
“Incremental Revolving Loan Lender” is defined in Section 1.15(a) hereof.
“Incremental Term Credit” means the credit facility for making Incremental Term Loans described in Section 1.15 hereof.
“Incremental Term Loan” is defined in Section 1.15(d) hereof, and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a type of Incremental Term Loan hereunder.
“Incremental Term Loan Commitments” is defined in Section 1.15(a) hereof.
“Incremental Term Loan Lender” as defined in Section 1.15(a) hereof.
“Incremental Term Loan Percentage” means for each Lender, with respect to each Series, the percentage of the aggregate Incremental Term Loan Commitments of such Series represented by such Lender’s portion thereof or, if such Incremental Term Loan Commitments have been terminated, the percentage held by such Lender of the aggregate principal amount of all Incremental Term Loans of such Series then outstanding.
“Incremental Term Note” is defined in Section 1.10 hereof.
“Indebtedness” means for any Person (without duplication) (a) all indebtedness created, assumed or incurred in any manner by such Person representing money borrowed (including as evidenced by bonds, debentures, notes, loan agreements and other similar instruments), (b) all indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business which are not more than one hundred eighty (180) days past due and which are being contested in good faith by appropriate proceedings diligently conducted), (c) all Capitalized Lease Obligations of such Person, (d) all direct or contingent obligations of such Person on or with respect to letters of credit, bankers’ acceptances, bank guarantees, surety bonds and other similar extensions of credit whether or not representing obligations for borrowed money, (e) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of Disqualified Stock, (f) guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above, (g) the negative net mark-to-market value of interest rate swaps, and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien upon Property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such indebtedness, but limited to the lesser of (1) the fair market value of the Property subject to such Lien and (2) the aggregate amount of the obligations so secured. Indebtedness of the type described in clause (g) will constitute Indebtedness solely for the purposes of determining whether an Event of Default arising from a default under other Indebtedness shall have occurred pursuant to Section 9.1(f).
“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Borrower or the Parent that is not guaranteed by any other Person (other than the Borrower, the Parent and their Subsidiaries) or subject to any other credit enhancement.
“Ineligible Institution” is defined in Section 12.12.
“Initial Termination Date” means October 8, 2029.
“Interest Expense” means, with respect to a Person for any period of time, the interest expense whether paid, accrued or capitalized (without deduction of consolidated interest income) of such Person for such period. Interest Expense shall exclude any amortization of (i) deferred
financing fees, including the write-off of such fees relating to the early retirement of the related Indebtedness, and (ii) debt premiums and discounts.
“Interest Payment Date” means (a) with respect to any Term Benchmark Loan, the last day of each Interest Period with respect to such Term Benchmark Loan and, if the applicable Interest Period is longer than (3) three months, each day occurring every three (3) months after the commencement of such Interest Period, (b) with respect to any Base Rate Loan, the last day of every calendar quarter, (c) with respect to any RFR Loan, the first Business Day of each calendar month, and (d) with respect to any Term Benchmark Loan, any RFR Loan and/or any Base Rate Loan, the applicable Termination Date.
“Interest Period” means with respect to any Term Benchmark Loan, the period commencing on the date of the borrowing, continuation or conversion of such Loan, as applicable, and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the Benchmark applicable to the relevant Loan or Commitment), as the Borrower may elect; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, (iii) no tenor that has been removed from this definition pursuant to Section 10.6(d) shall be available for specification in such Notice of Borrowing or Notice of Continuation/Conversion, and (iv) no Interest Period shall extend beyond the applicable Termination Date. For purposes hereof, the date of a Loan initially shall be the date on which such Loan is made and thereafter shall be the effective date of the most recent conversion or continuation of such Loan.
“Investment Grade Rating” means an Applicable Credit Rating of Baa3 or better from Moody’s, BBB- or better from S&P, or BBB- or better from Fitch.
“Land Assets” means any Real Property which is not an Asset Under Development and on which no significant improvements have been constructed (excluding any Real Property that is contiguous to and purchased simultaneously with any completed Real Property or any Asset Under Development).
“L/C Commitment” means, with respect to each L/C Issuer, the commitment of such L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s L/C Commitment is set forth on Schedule 1B, or if an L/C Issuer has entered into an Assignment and Acceptance or has otherwise assumed a L/C Commitment after the Closing Date, the amount set forth for such L/C Issuer as its L/C Commitment in the Register maintained by the Administrative Agent. The L/C Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.
“L/C Issuer” means JPMorgan Chase Bank, N.A. (through itself or through one of its designated affiliates or branch offices), in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 1.3(h) hereof.
“L/C Obligations” means the aggregate undrawn face amounts of all outstanding Letters of Credit and all unpaid Reimbursement Obligations. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Lender shall remain in full force and effect until the L/C Issuer and the Lenders shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit.
“L/C Participation Fee” is defined in Section 2.1(c) hereof.
“L/C Sublimit” means $10,000,000, as such amount may be reduced pursuant to the terms hereof.
“Lease” means each existing or future lease, sublease (to the extent of any property owner’s rights thereunder), license, or other similar agreement under the terms of which any Person has or acquires any right to occupy or use any Real Property or any part thereof, or interest therein, as the same may be amended, supplemented or modified.
“Legal Requirement” means any treaty, convention, statute, law, regulation, ordinance, license, permit, governmental approval, injunction, judgment, order, consent decree or other requirement of any Governmental Authority, whether federal, state, or local.
“Lenders” means and includes each financial institution party hereto as a “Lender” from time to time, including, without limitation, pursuant to Section 1.13, 1.14, 1.15 or 12.12 hereof and, unless the context otherwise requires, the L/C Issuer, and in each case, for so long as such Person shall hold Commitments, Loans or L/C Obligations hereunder.
“Lender Parent” means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.
“Lender-Related Person” means the Administrative Agent, any Arranger, any L/C Issuer and any Lender, and any Related Party of any of the foregoing Persons.
“Lending Office” is defined in Section 10.4 hereof.
“Letter of Credit” is defined in Section 1.3(a) hereof and shall include any Existing Letter of Credit.
“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
“Lien” means any mortgage, lien, security interest, pledge, charge or encumbrance of any kind in respect of any Property, including the interests of a vendor or lessor under any conditional sale, Capital Lease or other title retention arrangement.
“Loan” means any Revolving Loan, Term Loan or Incremental Term Loan, whether outstanding as a Base Rate Loan, RFR Loan or Term Benchmark Loan or otherwise, each of which is a “type” of Loan hereunder.
“Loan Documents” means this Agreement, the Notes (if any), the Applications, the Guaranties, if any, and each other instrument or document to be delivered hereunder or thereunder or otherwise in connection with the commercial lending facility made available hereunder, including any amendments, modifications and supplements thereto and any waivers thereof.
“Management Agreement” means that certain Second Amended and Restated Asset Management Agreement dated as of July 9, 2020, by and among ChironGlobal Medical REIT, the Borrower and the Manager, which Management Agreement is approved by Administrative Agent.
“Manager” means Inter-American Management, LLC, a Delaware limited liability company, or such successor entity approved by Administrative Agent.
“Material Acquisition” means any acquisition (whether by direct purchase, merger or other transaction and whether in one or more related transactions), or series of acquisitions in the same calendar year, of properties or assets of any Person (including capital stock or equity interests of any Person) by ChironGlobal Medical REIT and its Subsidiaries in which the purchase price of the properties and assets acquired exceeds 10% of Total Asset Value as of the last day of the most recently ending Fiscal Quarter for which financial statements are available.
“Material Adverse Effect” means (a) a material adverse change in, or material adverse effect upon, the operations, performance, business, Property or financial condition of ChironGlobal Medical REIT and its Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Borrower and the Guarantors, taken as a whole, to perform their payment or other material obligations under any Loan Document or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Loan Document to which it is a party or the rights and remedies of the Administrative Agent and the Lenders thereunder.
“Material Subsidiary” means each wholly-owned Subsidiary that owns an Unencumbered Property.
“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time.
“Moody’s” means Moody’s Investors Service, Inc., or any successor thereof.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Note” and “Notes” are defined in Section 1.10 hereof.
“Notice of Borrowing” means a request by the Borrower for a Borrowing in accordance with Section 1.6, which shall be substantially in the form approved by the Administrative Agent and separately provided to the Borrower.
“Notice of Continuation/Conversion” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 1.6, which shall be substantially in the form approved by the Administrative Agent and separately provided to the Borrower.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Obligations” means all obligations of the Borrower to pay principal and interest on the Loans (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all Reimbursement Obligations owing under the Applications, all fees and charges payable hereunder, and all other payment obligations of the Borrower or any Guarantor arising under or in relation to any Loan Document, in each case whether now existing or hereafter arising, due or to become due, direct or indirect, absolute or contingent, and howsoever evidenced, held or acquired; provided that neither Hedging Liabilities nor Bank Product Obligations shall constitute “Obligations”.
“Occupancy Rate” means for any Real Property, the percentage of the rentable area of such Real Property occupied by bona fide Tenants of such Property or leased by Tenants pursuant to bona fide Leases, in each case, which Tenant is (a) not more than 90 days in arrears on base rental or other similar payments due under its Tenant Lease and (b) not subject to a then continuing Bankruptcy Event, or if subject to a then continuing Bankruptcy Event (i) the trustee in bankruptcy of such Tenant shall have accepted and assumed such Lease or the Tenant shall be not more than 90 days in arrears on base rental or other similar payments described above in clause (a); (ii) to the extent that the Tenant shall have filed, and the bankruptcy court shall have approved, the Tenant’s plan for reorganization, the Tenant shall be performing its obligations pursuant to the approved plan of reorganization; or (iii) the status of such Tenant’s Lease shall be otherwise reasonably acceptable to the Administrative Agent; provided, that if any Real Property is subject to a master Lease, such Real Property shall be deemed occupied to the extent of the Real Property
leased pursuant to such master Lease (even if any such Tenant is not physically occupying its space).
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 1.13 hereof).
“Outbound Investment Rules” means the regulations administered and enforced, together with any related public guidance issued, by the United States Treasury Department under U.S. Executive Order 14105 of August 9, 2023, or any similar law or regulation; as of the date of this Agreement, and as codified at 31 C.F.R. § 850.101 et seq.
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.
“Parent” is defined in the introductory paragraph of this Agreement.
“Participant” has the meaning assigned to such term in Section 12.11.
“Participant Register” has the meaning assigned to such term in Section 12.11.
“Participating Interest” is defined in Section 1.3(e) hereof.
“Participating Lender” is defined in Section 1.3(e) hereof.
“Patriot Act” is defined in Section 7.2(q) hereof.
“Payment” is defined in Section 11.11(a).
“Payment Notice” is defined in Section 11.11(b).
“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of its functions under ERISA.
“Percentage” means, for any Lender, its Revolver Percentage, applicable Term Loan Percentage or Incremental Term Loan Percentage, as applicable; and where the term “Percentage” is applied on an aggregate basis (including, without limitation, Section 11.6 hereof), such aggregate percentage shall be calculated by aggregating the separate components of the Revolver Percentage, Term Loan Percentage or Incremental Term Loan Percentage and expressing such components on a single percentage basis.
“Permitted Convertible Indebtedness” means convertible debt securities of the Borrower or the Parent (a) that are unsecured, (b) that do not have the benefit of any guarantee of any Subsidiary unless such Subsidiary has provided a guarantee of the Borrower’s obligations under this Agreement, (c) that are not subject to any sinking fund or any prepayment, redemption or repurchase requirements, whether scheduled, triggered by specified events or at the option of the holders thereof (it being understood that none of (i) a customary “change in control” or “fundamental change” put, (ii) a right to convert such securities into stock (other than Disqualified Stock) of the Parent, cash or a combination thereof or (iii) an acceleration upon an event of default will be deemed to constitute such a sinking fund or prepayment, redemption or repurchase requirement), (d) that have the benefit of covenants and events of default customary for comparable convertible securities (as determined by the Borrower in good faith), and (e) that are settled upon conversion by the holders thereof in cash or shares of stock (other than Disqualified Stock) of the Parent or any combination thereof (including convertible securities that require payment of the principal thereof in cash upon a conversion).
“Permitted Convertible Indebtedness Hedging Agreement” means (a) a Hedging Agreement pursuant to which the Borrower or the Parent acquires a call or a capped call option requiring the counterparty thereto to deliver to the Borrower or the Parent common stock of the Parent, the cash value of such shares or a combination thereof from time to time upon exercise of such option and (b) if entered into by the Borrower or the Parent in connection with any Hedging Agreement described in clause (a) above, a Hedging Agreement pursuant to which the Borrower or the Parent issues to the counterparty thereto warrants to acquire common stock of the Parent (or a substantively equivalent derivative transaction) in each case, entered into by the Borrower or the Parent in connection with, and prior to or concurrently with, the issuance of any Permitted Convertible Indebtedness.
“Permitted Liens” means each of the following: (a) Liens for taxes, assessments and governmental charges or levies to the extent not required to be paid under Section 8.3; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) days or that are being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, but excluding Liens imposed under ERISA; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations; (d) easements, zoning restrictions, rights of way and other encumbrances on title to real property (including title and survey exceptions) that do not materially and adversely affect the value of such real property or the use of such real property for its present purposes; (e) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of like nature (including those to secure environmental, health and safety obligations) incurred in the ordinary course of business; (f) Liens
in favor of the United States of America for amounts paid to the Borrower or any Guarantor as progress payments under government contracts entered into by it; (g) attachment, judgment and other similar Liens arising in connection with court, reference or arbitration proceedings, provided that the same do not constitute an Event of Default under Section 9.1(g); (h) the rights of tenants or lessees under leases or subleases not materially interfering with the ordinary conduct of business of such Person; (i) Liens securing the Obligations; (j) Liens (not encumbering the Unencumbered Properties) securing Indebtedness permitted by Section 8.20, including Liens existing on the date hereof and listed on Schedule 1.2 attached hereto; and (k) Liens securing obligations in the nature of personal property financing leases for furniture, furnishings or similar assets, Capital Lease Obligations and other purchase money obligations for fixed or capital assets; provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, (ii) the obligations secured thereby does not exceed the cost of the property being acquired on the date of acquisition, and (iii) with respect to Capital Leases, such Liens do not at any time extend to or cover any assets other than the assets subject to such Capital Leases.
“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization, including a government or agency or political subdivision thereof.
“Plan” means any employee pension benefit plan covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code that either (a) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group or (b) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions.
“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.
“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding in any jurisdiction.
“Property” or “Properties” means, as to any Person, all types of real (including Real Property), personal, tangible, intangible or mixed property, including leasehold estates created by Ground Leases, owned by such Person whether or not included in the most recent balance sheet of such Person and its subsidiaries under GAAP, including, as to any Subsidiary, any Real Property owned by it.
“Property Expenses” means, as to any Real Property, the costs (including, but not limited to, payments under Ground Leases, bad debt expenses, payroll, real estate taxes, assessments, insurance, utilities, landscaping and other similar charges) of operating and maintaining such Real Property, which are the responsibility of the Borrower or the applicable Subsidiary that are not paid directly by the applicable Tenant, but excluding Debt Service, income tax expense, capital expenses, depreciation, amortization, interest costs, other non-cash expenses, general and administrative expenses related to the operation of the Borrower or the applicable Subsidiary and real estate acquisition costs and expenses.
“Property Income” means, as to any Real Property, straight-line rents as determined in accordance with GAAP, but excluding security deposits and prepaid rent except to the extent applied in satisfaction of applicable Tenants’ obligations for rent.
“Property NOI” means, with respect to any Real Property for any period (without duplication) the aggregate amount of (i) Property Income for such period minus (ii) Property Expenses for such period.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC Credit Support” has the meaning assigned to it in Section 12.27.
“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualified Ground Lease” means any Ground Lease (a) which is a direct Ground Lease granted by the fee owner of real property, (b) which may be transferred and/or assigned without the consent of the lessor (or as to which the lease expressly provides that (i) such lease may be transferred and/or assigned with the consent of the lessor and (ii) such consent shall not be unreasonably withheld or delayed) or subject to certain reasonable pre-defined requirements, (c) which has a remaining term (including any renewal terms exercisable at the sole option of the lessee) of at least thirty (30) years, (d) under which no material default has occurred and is continuing, (e) with respect to which a Lien may be granted without the consent of the lessor, and (f) for any Ground Lease executed at or after the time Borrower or the Subsidiary acquires the Property which contains lender protection provisions that are customary for non-recourse financing by a prudent institutional lender in the business of making commercial real estate loans, including, without limitation, provisions to the effect that (i) the lessor shall notify any holder of a leasehold mortgage Lien in such lease of the occurrence of any default by the lessee under such lease and shall afford such holder the option to cure such default, and (ii) in the event that such
lease is terminated or rejected in a bankruptcy, such holder shall have the option to enter into a new lease having terms substantially identical to those contained in the terminated or rejected lease. Notwithstanding anything to the contrary contained in this definition of “Qualified Ground Lease,” the Company’s ground leases leases listed on Schedule 1.4 hereto shall be considered “Qualified Ground Leases.”
“RCRA” means the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§6901 et seq., and any future amendments.
“Real Property” or “Real Properties” means any real property owned or leased by the Borrower or any Subsidiary.
“Recipient” means (a) the Administrative Agent, (b) any Lender, and (c) any L/C Issuer, as applicable.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00 a.m. (Chicago time) on the day that is two U.S. Government Securities Business Days preceding the date of such setting, (2) if the RFR for such Benchmark is Daily Effective SOFR Rate, then four U.S. Government Securities Business Days prior to such setting, or (3) if such Benchmark is none of the Term SOFR Rate or Daily Effective SOFR Rate, the time determined by the Administrative Agent in its reasonable discretion.
“Register” has the meaning assigned to such term in Section 12.12.
“Reimbursement Obligation” is defined in Section 1.3(c) hereof.
“REIT” means a “real estate investment trust” in accordance with Section 856 et seq. of the Code.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.
“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migration, dumping, or disposing into the indoor or outdoor environment, including, without limitation, the abandonment or discarding of barrels, drums, containers, tanks or other receptacles containing or previously containing any Hazardous Material.
“Relevant Governmental Body” means, the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.
“Relevant Rate” means (i) with respect to any Term Benchmark Loan, the Term SOFR Rate or (ii) with respect to any RFR Loan, the Daily Effective SOFR Rate, as applicable.
“Required Lenders” means, as of the date of determination thereof, Lenders whose aggregate outstanding Loans, interests in Letters of Credit and Unused Commitments constitute
more than 50% of the sum of the total aggregate outstanding Loans, interests in Letters of Credit, and Unused Commitments of the Lenders on such date. To the extent provided in Section 12.13, the Loans, interests in Letters of Credit and Unused Commitments of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.
“Required Tranche Lenders” means, as of the date of determination thereof with respect to any Tranche, Lenders under such Tranche whose outstanding Loans, interests in Letters of Credit (if any) and Unused Commitments (if any) under such Tranche constitute more than 50% of the sum of the total outstanding Loans, interests in Letters of Credit (if any), and Unused Commitments (if any) under such Tranche on such date. To the extent provided in Section 12.13, the Loans, interests in Letters of Credit and Unused Commitments of any Defaulting Lender shall be disregarded in determining Required Tranche Lenders at any time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means, with respect to ChironGlobal Medical REIT or the Borrower, the chief executive officer, president, chief financial officer, chief accounting officer, treasurer, assistant treasurer, controller, or chief legal officer or the chief operating officer of such Person.
“Restricted Payments” means dividends on or other distributions in respect of any class or series of Stock, Stock Equivalents or other Equity Interests of ChironGlobal Medical REIT, the Borrower or its Subsidiaries or the direct or indirect purchase, redemption, acquisition, or retirement of any of ChironGlobal Medical REIT’s, the Borrower’s or a Subsidiaries’ Stock, Stock Equivalents or other Equity Interest.
“Reuters” means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.
“Revolver Percentage” means, for each Lender, the percentage of the Revolving Credit Commitments represented by such Lender’s Revolving Credit Commitment or, if the Revolving Credit Commitments have been terminated, the percentage held by such Lender (including through Participating Interests in L/C Obligations) of the aggregate principal amount of all Revolving Loans and L/C Obligations then outstanding.
“Revolving Credit” means the credit facility for making Revolving Loans and issuing Letters of Credit described in Sections 1.1(a) and 1.3 hereof.
“Revolving Credit Availability” means, as of any time the same is to be determined, the amount (if any) by which (a) the Revolving Credit Commitments as then in effect, exceeds (b) the aggregate principal amount of Revolving Loans and L/C Obligations then outstanding.
“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Letters of Credit issued for the account of the Borrower hereunder in an aggregate principal or face amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the
terms hereof. The Borrower and the Lenders acknowledge and agree that the Revolving Credit Commitments of the Lenders, in the aggregate, are equal to $400,000,000 on the Closing Date.
“Revolving Loan” is defined in Section 1.1 hereof and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a “type” of Revolving Loan hereunder. The Borrower and the Lenders acknowledge and agree that any Incremental Revolving Loan is also a Revolving Loan.
“Revolving Note” is defined in Section 1.10 hereof.
“RFR Business Day” means a U.S. Government Securities Business Day.
“RFR Loan” means a Loan that bears interest at a rate based on the Daily Effective SOFR Rate.
“Rolling Period” means, as of any date, the four Fiscal Quarters ending on or immediately preceding such date.
“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.
“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions (as of the Closing Date, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the non-government controlled Zaporizhzhia and Kherson regions of Ukraine, Cuba, Iran, and North Korea).
“Sanctioned Person” means, at any time, any Person the subject or target of any Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the U.S. government, including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, or (c) any Person owned 50% or more (individually or in the aggregate) or otherwise controlled (as such term is defined in the relevant Sanctions) by any such Person or Persons described in the foregoing clauses (a) or (b).
“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, provided the sanctions imposed by such sanctions authority are not in conflict with the laws of the United States.
“Scheduled Termination Date” means, with respect to the Revolving Credit facility, the Initial Termination Date, the First Extended Termination Date or the Second Extended Termination Date, as the case may be.
“Second Extended Termination Date” is defined in Section 1.16 hereof.
“Series” as defined in Section 1.15(a) hereof.
“Significant Lease” means, as to any particular Real Property, each Lease which constitutes 30% or more of all base rent revenue of such Real Property.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s Website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“SOFR Rate Day” has the meaning specified in the definition of “Daily Effective SOFR Rate”.
“Solvent” means, with respect to any person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Stock” means shares of capital stock, beneficial or partnership interests, participations or other equivalents (regardless of how designated) of or in a corporation or equivalent entity, whether voting or non-voting, and includes, without limitation, common stock, but excluding any preferred stock or other preferred equity securities.
“Stock Equivalents” means all securities (other than Stock) convertible into or exchangeable for Stock at the option of the holder, and all warrants, options or other rights to purchase or subscribe for any stock, whether or not presently convertible, exchangeable or exercisable.
“Subsidiary” means, as to any particular parent corporation or organization, any other corporation or organization more than 50% of the outstanding Voting Stock of which is at the time directly or indirectly owned by such parent corporation or organization or by any one or more
other entities which are themselves subsidiaries of such parent corporation or organization. Unless otherwise expressly noted herein, the term “Subsidiary” means a Subsidiary of ChironGlobal Medical REIT or the Borrower or of any of their direct or indirect Subsidiaries.
“Subsidiary Guarantor” is defined in Section 4.1.
“Supported QFC” is defined in Section 12.27.
“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
“Tangible Net Worth” means, as of any date of determination, Total Asset Value minus Total Indebtedness.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Tenant” means any Person leasing, subleasing or otherwise occupying any portion of a Real Property under a Lease.
“Term Benchmark” when used in reference to any Loan (other than any Loan bearing interest pursuant to clause (c) of the definition of “Base Rate”), refers to whether such Loan is bearing interest at a rate determined by reference to the Term SOFR Rate.
“Term Benchmark Loan” means a Loan bearing interest at the rate specified in Section 1.4(b) hereof.
“Term Credit” means the credit facility for the Term Loans described in Section 1.1(b) and Section 1.1(c) hereof.
“Term Loans” means the Tranche A-1 Term Loan, the Tranche A-2 Term Loan, the Tranche A-3 Term Loan, the Tranche B Term Loan and any Incremental Term Loan made pursuant to Section 1.15.
“Term Loan Commitments” the Tranche A-1 Term Loan Commitment, the Tranche A-2 Term Loan Commitment, the Tranche A-3 Term Loan Commitment and/or the Tranche B Term Loan Commitment, as the context may require.
“Term Loan Percentage” means the Tranche A-1 Term Loan Percentage, the Tranche A-2 Term Loan Percentage, the Tranche A-3 Term Loan Percentage and/or the Tranche B Term Loan Percentage, as the context may require.
“Term Loan Termination Date” the Tranche A-1 Term Loan Termination Date, the Tranche A-2 Term Loan Termination Date, the Tranche A-3 Term Loan Termination Date and/or the Tranche B Term Loan Termination Date, as the context may require.
“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Term SOFR Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate.
“Term SOFR Rate” means, with respect to any Term Benchmark and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator; provided that if the Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.
“Term SOFR Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest Period, the rate per annum published by the CME Term SOFR Administrator and identified by the Administrative Agent as the forward-looking term rate based on SOFR. If by 5:00 pm (New York City time) on such Term SOFR Determination Day, the “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR Reference Rate for such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.
“Termination Date” means (v) with respect to the Revolving Credit Commitments, the earlier of the Scheduled Termination Date and the termination of the Revolving Credit Commitments in full pursuant to Section 1.12, 9.2 or 9.3 hereof, (w) with respect to the Tranche A-1 Term Loan, the Tranche A-1 Term Loan Termination Date, (x) with respect to the Tranche A-2 Term Loan, the Tranche A-2 Term Loan Termination Date, (y) with respect to the Tranche A-3 Term Loan, the Tranche A-3 Term Loan Termination Date, and (z) with respect to the Tranche B Term Loan, the Tranche B Term Loan Termination Date.
“Total Asset Value” means, as of any date of determination and without duplication, an amount equal to the sum of (i) with respect to each Real Property (other than Assets Under Development and Land Assets), the GAAP undepreciated book value (after any impairments) of such Real Property; plus (ii) the GAAP book value of the actual funded portion of Assets Under Development of ChironGlobal Medical REIT and its Subsidiaries (plus any allowance for accumulated depreciation for such Assets Under Development), plus (iii) the GAAP book value of Land Assets of ChironGlobal Medical REIT and its Subsidiaries, plus (iv) the outstanding principal balance (or such lesser amount, if required under GAAP) of investments in mortgages and mezzanine loans held by ChironGlobal Medical REIT and its Subsidiaries, plus (v)
unrestricted cash and cash equivalents of ChironGlobal Medical REIT and its Subsidiaries in an amount not to exceed $10,000,000; provided that, with respect to this clause (v), in the calculation of the Consolidated Leverage Ratio, Consolidated Unsecured Leverage Ratio, Consolidated Secured Leverage Ratio and Consolidated Recourse Secured Leverage Ratio, no such cash and cash equivalents shall be added to Total Asset Value to the extent that such cash and cash equivalents have been deducted from Total Indebtedness, Total Unsecured Indebtedness, Total Secured Indebtedness or Total Secured Recourse Indebtedness, as applicable, plus (vi) the aggregate positive amount of net cash proceeds that would be due to the Parent from all Equity Forward Contracts that have not yet settled as of such date, calculated as if such Equity Forward Contracts were settled by the Parent’s delivery of its common shares as of, and such net cash proceeds were actually received on, the last day of the then most recently ended Fiscal Quarter; provided that, with respect to this clause (vi), such calculation shall exclude each Equity Forward Contract, if any, with respect to which either (a) the Parent or the counterparty would not reasonably be expected, for any reason, to be able to fulfill its obligations thereunder or (b) the Parent no longer intends to issue shares sufficient to realize such proceeds. Notwithstanding the foregoing, in calculating Total Asset Value, the following shall be excluded: (a) cash investments in joint ventures exceeding ten percent (10%) of the Total Asset Value, (b) investments in Assets Under Development exceeding ten percent (10%) of the Total Asset Value, (c) investments in Land Assets exceeding five percent (5%) of the Total Asset Value, (d) investments in mortgages and mezzanine loans exceeding ten percent (10%) of the Total Asset Value, (e) investments made pursuant to Section 8.8(o)(v) exceeding five percent (5%) of the Total Asset Value and (f) investments described in the foregoing clauses (a) through (e) exceeding (in the aggregate for all such investments then outstanding) twenty five percent (25%) of the Total Asset Value; provided that, (w) in determining the percentages of Total Asset Value as used in this sentence, such percentages shall be determined by reference to Total Asset Value after giving effect to the relevant investments, (x) in determining the amount of investments, acquisitions, loans, and advances for purposes of this sentence, investments and acquisitions shall always be taken at the book value (as defined in GAAP) thereof, and loans and advances shall be taken at the principal amount thereof then remaining unpaid, (y) any such investment with a negative value, calculated as provided above, shall be deemed to be $0.00 and (z) any amounts excluded from Total Asset Value as a result of the percentage caps set forth in this sentence shall only be excluded to the extent of any portion of such amount that exceeds such maximum percentage limit.
“Total Indebtedness” means, as of any date of determination, the consolidated Indebtedness of ChironGlobal Medical REIT and its Subsidiaries, minus unrestricted cash and cash equivalents of ChironGlobal Medical REIT and its Subsidiaries in an amount not to exceed $10,000,000, as determined in accordance with GAAP.
“Total Secured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness that is secured by a Lien on Property of ChironGlobal Medical REIT or any of its Subsidiaries.
“Total Secured Recourse Indebtedness” means, as of any date of determination, the portion of Total Indebtedness that is secured by a Lien on Property of ChironGlobal Medical REIT or any of its Subsidiaries and which is recourse to, or has a deficiency guaranty provided by, the Borrower or any Guarantor or any Material Subsidiary (directly or by a guaranty thereof, but without duplication), (it being understood that any Indebtedness which provides for recourse to Borrower
or any Guarantor or Material Subsidiary solely by virtue of Customary Recourse Exceptions shall not constitute recourse Indebtedness).
“Total Unsecured Indebtedness” means, as of any date of determination, that portion of Total Indebtedness that is not secured by a Lien on Property of ChironGlobal Medical REIT or any of its Subsidiaries.
“Tranche” means the applicable tranche, as the context may require, relating to (i) the Tranche A-1 Term Loan Commitments and the Tranche A-1 Term Loans, (ii) the Tranche A-2 Term Loan Commitments and the Tranche A-2 Term Loans, (iii) the Tranche A-3 Term Loan Commitments and the Tranche A-3 Term Loans, (iv) the Tranche B Term Loan Commitments and the Tranche B Term Loans, or (v) the Revolving Credit Commitments, the Revolving Loans, and L/C Obligations.
“Tranche A Lender” means a Lender that holds Tranche A Term Loans.
“Tranche A Term Loan” means a Tranche A-1 Term Loan, a Tranche A-2 Term Loan and/or a Tranche A-3 Term Loan, as the context may require.
“Tranche A-1 Lender” means a Lender that holds Tranche A-1 Term Loans.
“Tranche A-1 Term Loan” is defined in Section 1.1(b) hereof and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a “type” of Tranche A-1 Term Loan hereunder.
“Tranche A-1 Term Loan Commitment” means, as to any Tranche A-1 Lender, the obligation of such Lender to make its Tranche A-1 Term Loan on the Closing Date in the principal amount equal to the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the Tranche A-1 Term Loan Commitments of the Lenders aggregate $100,000,000 on the Closing Date.
“Tranche A-1 Term Loan Percentage” means for each Tranche A-1 Lender, the percentage of the Tranche A-1 Term Loan Commitments represented by such Lender’s Tranche A-1 Term Loan Commitment, or if the Tranche A-1 Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate amount of all Tranche A-1 Term Loans then outstanding.
“Tranche A-1 Term Loan Termination Date” means October 8, 2029.
“Tranche A-1 Term Note” is defined in Section 1.10 hereof.
“Tranche A-2 Lender” means a Lender that holds Tranche A-2 Term Loans.
“Tranche A-2 Term Loan” is defined in Section 1.1(b) hereof and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a “type” of Tranche A-2 Term Loan hereunder.
“Tranche A-2 Term Loan Commitment” means, as to any Tranche A-2 Lender, the obligation of such Lender to make its Tranche A-2 Term Loan on the Closing Date in the principal amount equal to the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the Tranche A-2 Term Loan Commitments of the Lenders aggregate $100,000,000 on the Closing Date.
“Tranche A-2 Term Loan Percentage” means for each Tranche A-2 Lender, the percentage of the Tranche A-2 Term Loan Commitments represented by such Lender’s Tranche A-2 Term Loan Commitment, or if the Tranche A-2 Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate amount of all Tranche A-2 Term Loans then outstanding.
“Tranche A-2 Term Loan Termination Date” means October 8, 2030.
“Tranche A-2 Term Note” is defined in Section 1.10 hereof.
“Tranche A-3 Lender” means a Lender that holds Tranche A-3 Term Loans.
“Tranche A-3 Term Loan” is defined in Section 1.1(b) hereof and, as so defined, includes a Base Rate Loan, an RFR Loan or a Term Benchmark Loan, each of which is a “type” of Tranche A-3 Term Loan hereunder.
“Tranche A-3 Term Loan Commitment” means, as to any Tranche A-3 Lender, the obligation of such Lender to make its Tranche A-3 Term Loan on the Closing Date in the principal amount equal to the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof. The Borrower and the Lenders acknowledge and agree that the Tranche A-3 Term Loan Commitments of the Lenders aggregate $150,000,000 on the Closing Date.
“Tranche A-3 Term Loan Percentage” means for each Tranche A-3 Lender, the percentage of the Tranche A-3 Term Loan Commitments represented by such Lender’s Tranche A-3 Term Loan Commitment, or if the Tranche A-3 Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate amount of all Tranche A-3 Term Loans then outstanding.
“Tranche A-3 Term Loan Termination Date” means April 8, 2031.
“Tranche A-3 Term Note” is defined in Section 1.10 hereof.
“Tranche B Lender” means a Lender that holds Tranche B Term Loans.
“Tranche B Term Loan” is defined in Section 1.1(c) hereof and, as so defined, includes a Base Rate Loan or a Term Benchmark Loan, each of which is a “type” of Tranche B Term Loan hereunder.
“Tranche B Term Loan Commitment” means, as to any Tranche B Lender, the obligation of such Lender to continue its Tranche B Term Loan on the Closing Date in the principal amount equal to the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made
a part hereof. The Borrower and the Lenders acknowledge and agree that the Tranche B Term Loan Commitments of the Lenders aggregate $150,000,000 on the Closing Date.
“Tranche B Term Loan Percentage” means for each Tranche B Lender, the percentage of the Tranche B Term Loan Commitments represented by such Lender’s Tranche B Term Loan Commitment, or if the Tranche B Term Loan Commitments have been terminated or have expired, the percentage held by such Lender of the aggregate amount of all Tranche B Term Loans then outstanding.
“Tranche B Term Loan Termination Date” means February 1, 2028.
“Tranche B Term Note” is defined in Section 1.10 hereof.
“UCC” means the Uniform Commercial Code as in effect in the State of New York.
“UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“Unencumbered Asset Value” means, as of any date of determination, the GAAP undepreciated book value (after any impairments) of all Unencumbered Properties; provided that (x) not more than 20% of Unencumbered Asset Value shall be attributable to any single Unencumbered Property, (y) not more than 20% of Unencumbered Asset Value shall be attributable to Unencumbered Properties for which any single Person is the Tenant and (z) the weighted-average Occupancy Rate for all Unencumbered Properties included in the calculation of Unencumbered Asset Value shall be no less than 80%.
“Unencumbered Property” means any Real Property that meets each of the following criteria as of the date of determination (with each Real Property that meets such criteria being treated as an Unencumbered Property):
(a) such Real Property is used as a medical office building, outpatient center, group medical practice clinic, ASC (hospital-sponsored or seasoned group practice-sponsored), specialty hospital (short-term stay surgery, IRH, oncology, behavioral), acute care hospitals, administrative office building (affiliated with a hospital or other medical provider group or system), and selected post-acute/long-term care facilities, senior housing facilities or active adult housing facilities in the United States (but none of its territories);
(b) such Real Property is owned in fee simple, or leased under a Qualified Ground Lease, entirely by the Borrower or a Guarantor (other than the Parent), subject to Section 13.3(b), that is a wholly-owned Subsidiary of the Borrower;
(c) (i) neither the Borrower’s beneficial ownership interest in any such Subsidiary nor such Real Property is subject to any Lien (other than Permitted Liens) or to any negative pledge (other than pursuant to the Loan Documents, but excluding any negative pledge in an agreement evidencing unsecured Indebtedness that restricts a Person’s ability to encumber its assets by the maintenance of one or more specified ratios or financial tests that are not more restrictive on the Borrower or such Subsidiary than the restrictions in this Agreement, but that do not generally prohibit the encumbrance of its assets or the encumbrance of specific assets), (ii) the Borrower or the applicable Subsidiary has the unilateral right to sell, transfer or otherwise dispose of such Real Property and to create a Lien on such Real Property as security for Indebtedness, and (iii) any such Subsidiary shall have either executed this Agreement as a Guarantor or shall have delivered to the Administrative Agent an Additional Guarantor Supplement or a separate Guaranty pursuant to Section 4.2 hereof, subject to Section 13.3(b);
(d) such Real Property, is free of all material structural defects, material title defects, conditions that could give rise to a material Environmental Claim or other adverse physical matters not covered by insurance or for which no reserves have been established and which, individually or collectively, materially impair the value of such Real Property;
(e) Tenants of such Real Property under Significant Leases, if any, are no more than 90 days in arrears on base rental or other similar payments due under their applicable Significant Leases and there exists no default (after the expiration of any applicable notice and/or cure period) under the applicable Significant Leases for such Real Property that would have a material adverse effect on the value of such Real Property; and
(f) Borrower has certified in writing to the Administrative Agent that such Real Property satisfies the foregoing criteria for an Unencumbered Property.
The Unencumbered Properties as of the Closing Date are listed on Schedule 1.1 attached hereto. Notwithstanding the foregoing, the Borrower may, at any time, cause Real Property that was previously designated Unencumbered Property pursuant to clause (f) above to no longer be so designated by written notice to the Administrative Agent if such Real Property no longer satisfies the criteria for an Unencumbered Property pursuant to a transaction permitted by this Agreement (or will no longer satisfy the criteria for an Unencumbered Property upon completion of a contemplated transaction permitted by this Agreement).
“Unfunded Vested Liabilities” means, for any Plan at any time, the amount (if any) by which the present value of all vested nonforfeitable accrued benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.
“Unsecured Interest Coverage Ratio” means, as at any date of determination, the ratio of (i) Adjusted Unencumbered Property NOI for the Rolling Period then ended, to (ii) Unsecured Interest Expense for such Rolling Period.
“Unsecured Interest Expense” means, for any period of determination, the amount of Interest Expense (calculated using an interest rate equal to the greater of the actual interest rate and 7.35%) on Total Unsecured Indebtedness for such period.
“Unused Commitments” means Unused Revolving Credit Commitments.
“Unused Revolving Credit Commitments” means, at any time, the difference between the Revolving Credit Commitments then in effect and the aggregate outstanding principal amount of Revolving Loans and L/C Obligations.
“U.S. Dollars” and “$” each means the lawful currency of the United States of America.
“U.S. Government Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means (i) for purposes of Sections 6.26 and 8.26 hereof, any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any person in the United States and (ii) for all other purposes any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
“U.S. Special Resolution Regime” has the meaning assigned to it in Section 12.27.
“U.S. Tax Compliance Certificate” has the meaning assigned in Section 12.1(g)(ii)(B)(3).
“Voting Stock” of any Person means capital stock or other equity interests of any class or classes (however designated) having ordinary power for the election of directors or other similar governing body of such Person, other than stock or other equity interests having such power only by reason of the happening of a contingency.
“Welfare Plan” means a “welfare plan” as defined in Section 3(1) of ERISA.
“Withholding Agent” means the Borrower and the Administrative Agent.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that
any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
under GAAP as in effect prior to the issuance by the Financial Accounting Standards Board on February 24, 2016 of Accounting Standards Update No. 2016-02.
| Section 6. | Representations and Warranties. |
The Borrower and each Guarantor represents and warrants to the Administrative Agent, the Lenders, and the L/C Issuer as follows:
performance or observance by the Borrower or any Subsidiary of any of the matters and things herein or therein provided for, (a) contravene or constitute a default under any applicable Legal Requirement binding upon the Borrower or any Subsidiary or any provision of the organizational documents (e.g., charter, certificate or articles of incorporation and by-laws, certificate or articles of association and operating agreement, partnership agreement, or other similar organizational documents) of the Borrower or any Guarantor, (b) contravene or constitute a default under any covenant, indenture or agreement of the Borrower or any Guarantor or affecting any of their Property, in each case where such contravention or default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (c) result in the creation or imposition of any Lien on any Property of the Borrower or any Guarantor (other than in favor of the Administrative Agent for its benefit and the benefit of the Lenders and the L/C Issuer).
in good faith and by appropriate proceedings and as to which adequate reserves established in accordance with GAAP have been provided or (b) where the failure to file such returns or pay such Taxes would not result in a Material Adverse Effect. Adequate provisions in accordance with GAAP for material taxes on the books of ChironGlobal Medical REIT, the Borrower and each Subsidiary have been made for all open years, and for its current fiscal period.
| Section 7. | Conditions Precedent. |
Each request for a Borrowing hereunder and each request for the issuance of, increase in the amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to be a representation and warranty by the Borrower on the date of such Credit Event as to the facts specified in subsections (a) through (c), inclusive, of this Section 7.1; provided, however, that the Revolving Credit Lenders may continue to make advances under the Revolving Credit, in the sole discretion of the Required Tranche Lenders for the Revolving Credit, notwithstanding the failure of the Borrower to satisfy one or more of the conditions set forth above and any such advances so made shall not be deemed a waiver of any Default or Event of Default or other condition set forth above that may then exist.
| Section 8. | Covenants. |
Each of the Borrower and the Guarantors agrees that, so long as any credit is available to or in use by the Borrower hereunder, except to the extent compliance in any case or cases is cured or waived in writing pursuant to the terms of Section 12.13 hereof:
of ChironGlobal Medical REIT, the Borrower and its Subsidiaries) at such reasonable times as the Administrative Agent may designate, with reasonable prior notice to the Borrower and no more often than once in any period of twelve (12) consecutive months unless an Event of Default has occurred and is continuing. The Administrative Agent shall use reasonable efforts to coordinate inspections undertaken in accordance with this Section 8.6 to (i) minimize the administrative burden of such inspections on ChironGlobal Medical REIT, the Borrower and their Subsidiaries, (ii) minimize the interference with the business of ChironGlobal Medical REIT, the Borrower and their Subsidiaries and (iii) not disturb the occupancy of any Real Property by any Tenant.
respective assets to become or be deemed to be “plan assets” within the meaning of ERISA, the Code or any of the respective regulations promulgated thereunder.
to be sent to an email address specified from time to time by the Administrative Agent and provides a link thereto; provided if such notice or other communication is not sent or posted during the normal business hours of the recipient on a Business Day, said posting date and time shall be deemed to have commenced as of 9:00 a.m. New York City on the opening of business on the next Business Day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the certificates required by Sections 8.5(d) and 8.5(e) to the Administrative Agent. Except for the certificates required by Sections 8.5(d) and 8.5(e), the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery.
| Section 9. | Events of Default and Remedies. |
| Section 10. | Change in Circumstances. |
then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Continuation/Conversion in accordance with the terms of Section 1.6(a) or a new Notice of Borrowing in accordance with the terms of Section 1.6(a), (1) any Notice of Continuation/Conversion that requests the conversion of any Loan to, or continuation of any Loan as, a Term Benchmark Loan and any Notice of Borrowing that requests a Term Benchmark Loan shall instead be deemed to be a Notice of Continuation/Conversion or Notice of Borrowing, as applicable, for (x) an RFR Loan so long as the Daily Effective SOFR Rate is not also the subject of Section 10.2(a)(i) or (ii) above or (y) a Base Rate Loan if the Daily Effective SOFR Rate also is the subject of Section 10.2(a)(i) or (ii) above and (2) any Notice of Borrowing that requests an RFR Loan shall instead be deemed to be a Notice of Borrowing, as applicable, for a Base Rate Loan; provided that if the circumstances giving rise to such notice affect only one Type of Loans, then all other Types of Loan shall be permitted. Furthermore, if any Term Benchmark Loan or RFR Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 10.2(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan or RFR Loan, then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Continuation/Conversion in accordance with the terms of Section 1.6(a) or a new Notice of Borrowing in accordance with the terms of Section 1.6(a), (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Loan, be converted by the Administrative Agent to, and shall constitute, (x) an RFR Loan so long as the Daily Effective SOFR Rate is not also the subject of Section 10.2(a)(i) or (ii) above or (y) a Base Rate Loan if the Daily Effective SOFR Rate also is the subject of Section 10.2(a)(i) or (ii) above, on such day, and (2) any RFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute a Base Rate Loan.
and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Office) or the L/C Issuer of making or maintaining any Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Office) or the L/C Issuer under this Agreement or under any other Loan Document with respect thereto, by an amount deemed by such Lender or L/C Issuer to be material, then, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or L/C Issuer such additional amount or amounts as will compensate such Lender or L/C Issuer for such increased cost or reduction.
| Section 11. | The Administrative Agent. |
Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any Guarantor shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender and L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Upon a Lender’s written request, the Administrative Agent agrees to forward to such Lender, when complete, copies of any field audit, examination, or appraisal report prepared by or for the Administrative Agent with respect to the Borrower or any Material Subsidiary (herein, “Reports”). Each Lender hereby agrees that (a) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (b) the Administrative Agent (i) makes no representation or warranty, express or implied, as to the completeness or accuracy of any Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (ii) shall not be liable for any information contained in any Report; (c) the Reports are not comprehensive audits or examinations, and that any Person performing any field examination will inspect only specific information regarding the Borrower and the other Material Subsidiaries and will rely significantly upon the books and records of Borrower and the other Material Subsidiaries, as well as on representations of personnel of the Borrower and the other Material Subsidiaries, and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (d) it will keep all Reports confidential and strictly for its internal use, not share the Report with any other Person except as otherwise permitted pursuant to this Agreement; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, it will pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney fees) incurred by as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.
Each Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment and Acceptance or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.
The Lenders acknowledge that there may be a constant flow of information (including information which may be subject to confidentiality obligations in favor of the Borrower and the Guarantors) between the Borrower and the Guarantors and their Affiliates, on the one hand, and JPMorgan Chase Bank, N.A. and its Affiliates, on the other hand. Without limiting the foregoing, the Borrower and the Guarantors or their Affiliates may provide information, including updates to
previously provided information to JPMorgan Chase Bank, N.A. and/or its Affiliates acting in different capacities, including as Lender, lead bank, arranger or potential securities investor, independent of such entity’s role as administrative agent hereunder. The Lenders acknowledge that neither JPMorgan Chase Bank, N.A. nor its Affiliates shall be under any obligation to provide any of the foregoing information to them. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide, and shall not be liable for the failure to provide, any Lender with any credit or other information concerning the Loans, the Lenders, the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Borrower and the Guarantors or any of their respective Affiliates that is communicated to, obtained by, or in the possession of, the Administrative Agent or any of its Affiliates in any capacity, including any information obtained by the Administrative Agent in the course of communications among the Administrative Agent and any of the Borrower and the Guarantors, any Affiliate thereof or any other Person. Notwithstanding the foregoing, any such information may (but shall not be required to) be shared by the Administrative Agent with one or more Lenders, or any formal or informal committee or ad hoc group of such Lenders, including at the direction of the Borrower.
has entered into an agreement creating Hedging Liability or Bank Product Obligations shall be deemed a Lender party hereto for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting, it being understood and agreed that the rights and benefits of such Affiliate under the Loan Documents consist exclusively of such Affiliate’s right to share in payments and collections out of the Guaranties as more fully set forth in Section 3.1. In connection with any such distribution of payments and collections, or any request for the release of the Guaranties and the Administrative Agent’s Liens in connection with the termination of the Commitments and the payment in full of the Obligations, the Administrative Agent shall be entitled to assume no amounts are due to any Lender or its Affiliate with respect to Hedging Liability or Bank Product Obligations unless such Lender has notified the Administrative Agent in writing of the amount of any such liability owed to it or its Affiliate prior to such distribution or payment or release of Guaranties and Liens.
relative to Borrower or any Guarantor, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.1 and 12.15. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any Lender or L/C Issuer in any such proceeding.
(b)Although the Approved Borrower Portal and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a user ID/password authorization system), each of the Lenders, each of the L/C Issuers and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of the Borrower that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the L/C Issuers and the Borrower hereby approves distribution of Borrower Communications through the Approved Borrower Portal and understands and assumes the risks of such distribution.
(c)THE APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE BORROWER COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY GUARANTOR, ANY LENDER, ANY L/C ISSUER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.
“Borrower Communications” means, collectively, any Notice of Borrowing, Notice of Continuation/Conversion, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Borrower to the Administrative Agent through an Approved Borrower Portal.
(d)Each of the Lenders, each of the L/C Issuers and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.
(e)Nothing herein shall prejudice the right of the Borrower to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.
| Section 12. | Miscellaneous. |
(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2) executed copies of IRS Form W-8ECI;
(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit J-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2 or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit J-4 on behalf of each such direct and indirect partner;
Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.
to the Borrower or any Guarantor: Global Medical REIT L.P.Chiron Real Estate LP with a copy to: Chiron Real Estate LPGlobal Medical REIT L.P. | to the Administrative Agent from the Borrower: to the address or addresses separately provided to the Borrower to the Administrative Agent from the Lenders: JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. 383 Madison Avenue, New York, NY 10179 Attention: Jason Baeten Telephone: (312) 336-0834 Email: [email protected] To an L/C Issuer: to the address separately provided to the Borrower |
Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is delivered to the facsimile number specified in this Section 12.8 or in the relevant Administrative Questionnaire and a confirmation of such facsimile has been received by the sender, (ii) if given by mail, upon receipt or first refusal of delivery or (iii) if given by any other means, when delivered at the addresses specified in this Section 12.8 or in the relevant Administrative Questionnaire; provided that any notice given pursuant to Section 1 hereof shall be effective only upon receipt.
“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of the Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any L/C Issuer by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.
Sections 1.11, 10.3 and 12.1 (subject to the requirements and limitations therein, including the requirements under Sections 12.1(g) (it being understood that the documentation required under Section 12.1(g) shall be delivered to the participating Lender and the information)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.12; provided that such Participant (A) agrees to be subject to the provisions of Section 10.4 as if it were an assignee under Section 12.12; and (B) shall not be entitled to receive any greater payment under Section 10.3 or 12.1, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 1.13 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.16 as though it were a Lender; provided that such Participant agrees to be subject to Section 12.7 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 12.12(b) hereof, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 12.6 and 12.15 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.11 hereof.
Notwithstanding anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender and (ii) any amendment, waiver or other modification of this Agreement that by its terms affects the rights or duties under this Agreement or any other Loan Document of the Lenders of a particular Tranche (but not the Lenders of any other Tranche), may be effected solely by an agreement or agreements in writing entered into by the Borrower and the required number or percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time.
Notwithstanding anything to the contrary in this Section 12.13, if the Administrative Agent and the Borrower have jointly identified an ambiguity, omission, mistake or defect in any provision of this Agreement or an inconsistency between provisions of this Agreement, the Administrative Agent and the Borrower shall be permitted to amend such provision or provisions to cure such ambiguity, omission, mistake, defect or inconsistency so long as to do so would not adversely affect the interests of the Lenders and the L/C Issuer. Any such amendment shall become effective without any further action or consent of any of other party to this Agreement. In addition to the foregoing, the Administrative Agent may, without the consent of any other Lender: (i) amend and restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement; and (ii) enter into amendments or modifications to this Agreement (including amendments to this Section 12.13) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 1.15; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Percentage, in each case, without the written consent of such affected Lender
provisions of this Agreement and other Loan Documents are intended to be subject to all applicable mandatory provisions of law which may be controlling and to be limited to the extent necessary so that they will not render this Agreement or any of the other Loan Documents invalid or unenforceable.
the laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York) without regard to conflicts of law principles that would require application of the laws of another jurisdiction.
such Person has a need to know such Information (it being understood that the Persons to whom such disclosure is made will first be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Legal Requirements or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 12.25, to (A) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any swap, derivative, insurance or reinsurance transaction relating to ChironGlobal Medical REIT, the Borrower or any Subsidiary and its obligations, (g) with the prior written consent of the Borrower, (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of this Section 12.25 or (B) becomes available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than ChironGlobal Medical REIT, the Borrower or any Subsidiary or any of their directors, officers, employees or agents, including accountants, legal counsel and other advisors; (i) on a confidential basis to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans or the Commitments hereunder, (j) so long as the ChironGlobal Medical REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, Gold Sheets and other similar bank trade publications (such information to consist solely of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications), or (k) so long as the ChironGlobal Medical REIT’s report on Form 8-K (or its equivalent) has been filed with the SEC, to entities which compile and publish information about the syndicated loan market, provided that only basic information about the pricing and structure of the transaction evidenced hereby may be disclosed pursuant to this subsection (k). For purposes of this Section 12.25, “Information” means all information received from ChironGlobal Medical REIT, the Borrower or any of the Subsidiaries or from any other Person on behalf of ChironGlobal Medical REIT, the Borrower or any Subsidiary relating to ChironGlobal Medical REIT, the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a non-confidential basis prior to disclosure by ChironGlobal Medical REIT, the Borrower or any of its Subsidiaries or from any other Person on behalf of ChironGlobal Medical REIT, the Borrower or any of the Subsidiaries.
For the avoidance of doubt, nothing in this Section 12.25 shall prohibit any Person from voluntarily disclosing or providing any Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this Section 12.25 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.
liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
| Section 13. | The Guarantees. |
Exhibit 31.1
CERTIFICATIONS
I, Mark O. Decker, Jr., certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Chiron Real Estate Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 7, 2026 | /s/ Mark O. Decker, Jr. |
| Mark O. Decker, Jr., Chief Executive Officer |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATIONS
I, Robert J. Kiernan, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Chiron Real Estate Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 7, 2026 | /s/ Robert J. Kiernan |
| Robert J. Kiernan, Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
In connection with the Quarterly Report on Form 10-Q of Chiron Real Estate Inc. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark O. Decker, Jr., Chief Executive Officer of the Company and I, Robert J. Kiernan, Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
|
Date: May 7, 2026 | /s/ Mark O. Decker, Jr. |
| Mark O. Decker, Jr., Chief Executive Officer |
| (Principal Executive Officer) |
Date: May 7, 2026 | /s/ Robert J. Kiernan |
| Robert J. Kiernan, Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.