M&A - Strawberry Fields REIT, Inc.

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Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225017440

Filing Summary: Strawberry Fields REIT, Inc. reported the completion of an acquisition of nine healthcare facilities located in Missouri on July 1, 2025. The acquisition was part of an Asset Purchase Agreement with several sellers, who are not affiliated with the company. The total purchase price for the facilities was $59,000,000, of which $2,000,000 was paid as a deposit upon the execution of the agreement. The remaining amount was paid by the company’s subsidiaries at closing. The facilities feature existing master lease agreements with two separate third-party tenant groups, with the expiration dates of these leases reset to their original terms without any material changes to lease conditions. The tenants will continue to operate the facilities, which encompass a total of 686 licensed beds as skilled nursing facilities. Additionally, a press release confirming this acquisition was issued on July 2, 2025, further detailing the event.

Additional details:

Purchase Price: 59000000


Deposit Paid: 2000000


Number Of Facilities: 9


Location: Missouri


Licensed Beds: 686


OP Units Issued: 2000000


Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225012610

Filing Summary: On May 22, 2025, Strawberry Fields REIT, Inc. entered into an Asset Purchase Agreement with several sellers for the acquisition of nine healthcare facilities located in Missouri for a purchase price of $59,000,000. The transaction involves a non-refundable deposit of $2,000,000, and will be financed by the Company's working capital along with funds from a third-party lender. The facilities, which will be leased under existing master lease agreements, will operate as skilled nursing facilities with a total of 686 licensed beds. The closing is anticipated on or before July 1, 2025, subject to various conditions outlined in the agreement. A press release announcing this acquisition was issued on May 28, 2025, and is included as an exhibit in this filing.

Additional details:

Deposit Amount: 2000000


Purchase Price: 59000000


Number Of Facilities: 9


Location: Missouri


Licensed Beds: 686


Closing Date: on or before July 1, 2025


Form Type: 8-K/A

Filing Date: 2025-03-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225010118

Filing Summary: On January 2, 2025, Strawberry Fields REIT, Inc. completed its acquisition of six healthcare facilities located in Kansas. This amendment to the Form 8-K is filed to include the required financial statements and pro forma financial information that were omitted in the Initial Form 8-K filed on January 6, 2025. The document includes financial statements of the acquired business as well as pro forma financial information related to the acquisition. The inclusion of these documents complies with the requirements outlined in Item 9.01 of Form 8-K.

Additional details:

Financial Statement Type: Kansas Properties Group Combined Statements of Revenues and Certain Expenses for the Years ended December 31, 2024 and 2023


Pro Forma Financial Information: Unaudited Pro Forma Condensed Combined Financial Information


Auditor Report: Independent Auditor’s Report


Form Type: 8-K/A

Filing Date: 2025-02-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225005285

Filing Summary: Strawberry Fields REIT, Inc. filed this Amendment on Form 8-K/A to provide the omitted financial statements and pro forma financial information related to its acquisition of eight healthcare facilities in Missouri, which was completed on December 19, 2024. The filing includes the Missouri Properties Group Combined Statements of Revenues and Certain Expenses for the Year ended December 31, 2023, and the Nine Months Period ended September 30, 2024, as well as independent auditor's report and pro forma financial information. This amendment is to update the initial Form 8-K filed on December 20, 2024, regarding the same acquisition.

Additional details:

Title Of Each Class Registered: Common Stock, $0.0001 par value


Trading Symbols: STRW


Name Of Exchange: NYSE American


Financial Statements: Missouri Properties Group Combined Statements of Revenues and Certain Expenses for the Year ended December 31, 2023 and the Nine Months Period ended September 30, 2024


Pro Forma Financial Information: Unaudited Pro Forma Condensed Combined Financial Information


Exhibit 99 1: Missouri Properties Group Combined Statements of Revenues and Certain Expenses


Exhibit 99 2: Unaudited Pro Forma Condensed Combined Financial Information


Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225000344

Filing Summary: On January 2, 2025, Strawberry Fields REIT, Inc. completed the acquisition of six healthcare facilities located in Kansas for a total purchase price of $24,000,000. This acquisition was facilitated through an Asset Purchase Agreement with several sellers who are not affiliated with the company. The rights to acquire the facilities were assigned to newly organized indirect subsidiaries of Strawberry Fields Realty, LP, the operating partnership of the Company. The facilities are leased under a new 10-year master lease agreement to a group of third-party tenants. These tenants will operate the facilities on a triple net basis and have the option to extend the lease for two additional five-year terms. The six facilities consist of five skilled nursing facilities and one assisted living facility, accommodating a total of 354 licensed beds. Additionally, the Company issued a press release on January 6, 2025, regarding the completion of this acquisition, with further financial statements expected to be filed under Form 8-K/A within 71 days.

Additional details:

Item Number: 2.01

Acquisition Complete Date: 2025-01-02


Purchase Price: 24000000


Number Of Facilities Acquired: 6


Type Of Facilities: 5 skilled nursing facilities, 1 assisted living facility


Total Licensed Beds: 354


Lease Term: 10-year master lease

Lease Type: triple net


Lease Extension Options: 2 five-year options


Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000149315224051179

Filing Summary: Strawberry Fields REIT, Inc. announced the entry into an Asset Purchase Agreement on December 20, 2024, for the purchase of six healthcare facilities in Kansas from a group of non-affiliated sellers for a total price of $24,000,000. An initial deposit of $750,000 is to be paid, with the balance coming from the company’s working capital. The facilities will be operated under a new 10-year master lease with third-party tenants. The agreement includes terms for due diligence, conditions for closing, and remedies in case of breach by either party. The acquisition is anticipated to close before the end of the year, pending satisfaction of various conditions.

Additional details:

Item 1: Asset Purchase Agreement


Item 2: Bonner Springs Realco, LLC, Clearwater SNF Realco, LLC, Clearwater AL Realco, LLC, Fountainview Realco, LLC, Legacy on 10th Realco, LLC, 1600 South Woodlawn Realty, LLC


Purchase Price: $24,000,000


Deposit: $750,000


Due Diligence Period End: 2025-02-03


Closing Date: 60 days after due diligence period


Facilities Description: five skilled nursing facilities and one assisted living facility with 354 licensed beds


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