Entry into a Material Definitive Agreement · Completion of Acquisition or Disposition of Assets
Item 1.01 Entry into a Material Definitive Agreement On June 26, 2026, Chiron Real Estate Inc. (the “Company”), through certain subsidiaries, entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Altoona PA IRF, LLC, Mechanicsburg PA IRF, LLC, Mesa AZ IRF, LLC, Sherman TX IRF, LLC, Las Vegas NV IRF, LLC, Surprise AZ IRF, LLC and Oklahoma City OK IRF, LLC, each a Delaware l…
Chiron is a real estate investment trust (“REIT”) focused on investing in the future of healthcare. At Chiron we strive to deliver value at the intersection of care, capital and real estate. Additional information about Chiron can be obtained on its website at www.chironre.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 26, 2026, Chiron Real Estate Inc. (the “Company”),
through certain subsidiaries, entered into an Agreement of Purchase and Sale (the “Purchase Agreement”) with Altoona
PA IRF, LLC, Mechanicsburg PA IRF, LLC, Mesa AZ IRF, LLC, Sherman TX IRF, LLC, Las Vegas NV IRF, LLC, Surprise AZ IRF, LLC and Oklahoma
City OK IRF, LLC, each a Delaware limited liability company and each a subsidiary of COMREF Chiron IRF, LLC, as buyers (collectively,
the “Buyers”), pursuant to which the Company agreed to sell a portfolio of seven inpatient rehabilitation hospital
properties located in Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise,
Arizona; and Oklahoma City, Oklahoma (collectively, the “Properties”) for an aggregate purchase price of $217.0 million,
subject to customary prorations, adjustments and credits.
The Purchase Agreement provides for a closing date of
June 29, 2026, subject to extension rights set forth therein, and in no event later than July 31, 2026, unless otherwise agreed by the
parties. On June 29, 2026, the Company completed the sale of the Properties to the Buyers
pursuant to the terms of the Purchase Agreement.
Following the closing, the Properties are owned by a
joint venture between the Company or one of its affiliates and a U.S. public pension fund, pursuant to which the pension fund holds an
85% interest and the Company or one of its affiliates holds a 15% interest and serves as managing member. Chiron Real Estate LP, a Delaware
limited partnership and an affiliate of the Company, joined the Purchase Agreement solely for purposes of certain post-closing obligations
described therein.
The foregoing description of the Purchase Agreement
and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text
of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.01. On June 29, 2026, the Company completed the sale of the Properties
to the Buyers for an aggregate purchase price of $217.0 million, subject to customary prorations, adjustments and credits.
Filed exhibits (1)
EX-99.1 (by filename) tm2619294d1_ex99-1.htm
EX-99.1
3
tm2619294d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Chiron Real Estate Inc.
Unaudited Pro Forma Condensed Consolidated Financial
Statements
On June 26, 2026, Chiron Real Estate Inc.
(the “Company”), through certain subsidiaries, entered into an Agreement of Purchase and Sale (the “Joint Venture Sale
Agreement”), and on June 29, 2026 completed the sale of, a portfolio of seven inpatient rehabilitation facilities located in
Altoona, Pennsylvania; Mechanicsburg, Pennsylvania; Mesa, Arizona; Sherman, Texas; Las Vegas, Nevada; Surprise, Arizona; and Oklahoma
City, Oklahoma (collectively, the “Properties”).
Pursuant to the Joint Venture Sale Agreement,
the Company sold the Properties, together with the related leases, security deposits and certain other tangible and intangible assets
associated with the ownership and operation of the Properties, and acquired a 15% ownership interest in the joint venture that acquired
the Properties (collectively, the “Transaction”). The aggregate sale price for the Transaction was $217.0 million, subject
to customary prorations, adjustments and credits set forth in the Joint Venture Sale Agreement. Following the Transaction, the Company
no…