Global Medical REIT forms committee for management internalization transaction
Global Medical REIT announced that its board has formed a special committee of independent and disinterested directors to evaluate a potential management internalization transaction. Pursuant to the management agreement by and between the company and the company's external manager, Inter-American Management, prior to the end of the calendar quarter in which the company's stockholders' equity, as such term is defined in the management agreement, exceeds $500M, the board will form a special committee consisting solely of independent directors to evaluate a potential internalization transaction. If the pursuit of an internalization transaction is determined to be in the best interests of the company and its stockholders, upon the approval of two-thirds of the company's independent directors, the special committee shall negotiate an internalization transaction with its advisor. Pursuant to the management agreement, the gross value of the consideration paid by the Company for any Internalization Transaction shall equal three times the average annual base management fee and average annual incentive fee paid or payable by the company to the advisor during the previous eight fiscal quarters prior to the date of the internalization transaction. As of December 13, upon the closing of the company's most recent common stock offering, the company's stockholders' equity exceeded $500M. On Friday, December 13, the board formed the special committee and appointed Lori Wittman, Paula Crowley and Matthew Cypher, to serve on the special committee. Wittman was appointed chair of the special committee. The committee intends to undertake a process to evaluate the internalization transaction with the assistance of its outside financial and legal advisors. There can be no assurance that an internalization transaction will be approved or consummated. The company does not intend to comment on or disclose further developments regarding the special committee's evaluation unless and until it deems further disclosure is appropriate or required.