Independent Members of MPT’s Board of
Directors Stand Firmly Behind Management
The independent members of the Board of Directors of Medical
Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today
released a letter to shareholders regarding the findings of an
independent, forensic investigation into short-seller allegations,
including with respect to transactions between the Company and
Steward Healthcare (“Steward”). The Board’s Audit Committee engaged
Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) to conduct
this investigation, which was completed in February 2023.
The full text of the letter is included below.
Dear fellow shareholder,
Over much of the past two years, Medical Properties Trust has
been the target of considerable scrutiny from short-selling hedge
funds as well as certain media outlets. As fiduciaries for our
shareholders, the Board treats these matters with the utmost
seriousness.
In response to certain claims asserted by Viceroy Research, the
Board’s Audit Committee engaged Wachtell Lipton in early 2023 to
conduct an independent investigation into the short-seller
allegations, including with respect to MPT transactions involving
Steward Healthcare beginning in 2016. Wachtell Lipton in turn
retained a leading global consulting firm to assist with financial
forensics as part of this investigation. No limitations or
restrictions were placed on the scope of the investigation and
management cooperation with the investigation was exemplary.
As has been previously reported, in March 2023 MPT filed suit
against Viceroy for defamation, civil conspiracy, and tortious
interference (among other claims). Due to the active and sensitive
nature of this litigation, our Board kept the investigation
findings confidential at that time. However, as the OCCRP and
Boston Globe resurfaced many of those same allegations in their
respective stories published on October 9, 2024, we believe it is
now critically important for all investors to have access to this
information.
The key findings from the investigation are as follows:
- The investigation identified no evidence that MPT gratuitously
overpays its operator-tenants for real estate.
- The investigation identified no evidence of improper
round-tripping.
- The investigation found no evidence of improper recognition of
“uncollectable” rent through GAAP-mandated straight-line revenue
recognition. The investigation also found no evidence to
substantiate the allegation that MPT was required to consolidate
Steward’s financial results.
- The investigation concluded that neither Manolete Health nor
MPT has an ownership interest in any Malta property or
hospital.
- The investigation yielded no evidence that management
manipulated acquisitions or other metrics to meet compensation
targets.
- The investigation yielded no evidence of concerns regarding
management integrity.
Our Board continues to stand firmly behind our management
team.
During Steward’s lengthy bankruptcy process, MPT’s team worked
tirelessly to avoid hospital closures, protect jobs, and ensure
continuity of care for patients. Our recently announced global
settlement agreement with Steward and its creditors, which was
approved by the bankruptcy court in September 2024, enabled MPT to
take back control of its real estate, immediately transition
operations to quality replacement operators, and sever its
relationship with Steward.
With Steward’s removal from our portfolio, we look forward to
demonstrating the strength and resilience of MPT’s diversified
portfolio of hospital real estate, our ability to create value for
shareholders over the long-term, and the importance of our business
model to an industry in dire need for more capital solutions.
Sincerely,
Michael G. Stewart, Lead Independent Director G. Steven Dawson,
Independent Director Caterina A. Mozingo, Independent Director
Emily W. Murphy, Independent Director Elizabeth N. Pitman,
Independent Director D. Paul Sparks, Jr., Independent Director G.
Reynolds Thompson, III, Independent Director
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a self-advised real estate
investment trust formed in 2003 to acquire and develop net-leased
hospital facilities. From its inception in Birmingham, Alabama, the
Company has grown to become one of the world’s largest owners of
hospital real estate with 435 facilities and approximately 42,000
licensed beds in nine countries and across three continents as of
June 30, 2024. MPT’s financing model facilitates acquisitions and
recapitalizations and allows operators of hospitals to unlock the
value of their real estate assets to fund facility improvements,
technology upgrades and other investments in operations. For more
information, please visit the Company’s website at
www.medicalpropertiestrust.com.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements can generally be identified by
the use of forward-looking words such as “may”, “will”, “would”,
“could”, “expect”, “intend”, “plan”, “estimate”, “target”,
“anticipate”, “believe”, “objectives”, “outlook”, “guidance” or
other similar words, and include statements regarding our
strategies, objectives, asset sales and other liquidity
transactions (including the use of proceeds thereof), expected
re-tenanting of vacant facilities and any related regulatory
approvals, and expected outcomes from Steward’s Chapter 11
restructuring process, including the terms of the agreement
described in this press release. Forward-looking statements involve
known and unknown risks and uncertainties that may cause our actual
results or future events to differ materially from those expressed
in or underlying such forward-looking statements, including, but
not limited to: (i) the risk that the outcome and terms of the
bankruptcy restructuring of Steward will not be consistent with
those anticipated by the Company; (ii) the risk that the Company is
unable to successfully re-tenant the Steward portfolio hospitals,
on the terms described herein or at all; (iii) the risk that
previously announced or contemplated property sales, loan
repayments, and other capital recycling transactions do not occur
as anticipated or at all; (iv) the risk that MPT is not able to
attain its leverage, liquidity and cost of capital objectives
within a reasonable time period or at all; (v) MPT’s ability to
obtain debt financing on attractive terms or at all, as a result of
changes in interest rates and other factors, which may adversely
impact its ability to pay down, refinance, restructure or extend
its indebtedness as it becomes due, or pursue acquisition and
development opportunities; (vi) the ability of our tenants,
operators and borrowers to satisfy their obligations under their
respective contractual arrangements with us; (vii) the ability of
our tenants and operators to operate profitably and generate
positive cash flow, remain solvent, comply with applicable laws,
rules and regulations in the operation of our properties, to
deliver high-quality services, to attract and retain qualified
personnel and to attract patients; (viii) the risk that we are
unable to monetize our investments in certain tenants at full value
within a reasonable time period or at all, (ix) our success in
implementing our business strategy and our ability to identify,
underwrite, finance, consummate and integrate acquisitions and
investments; and (x) the risks and uncertainties of litigation or
other regulatory proceedings.
The risks described above are not exhaustive and additional
factors could adversely affect our business and financial
performance, including the risk factors discussed under the section
captioned “Risk Factors” in our most recent Annual Report on Form
10-K and our Form 10-Q, and as may be updated in our other filings
with the SEC. Forward-looking statements are inherently uncertain
and actual performance or outcomes may vary materially from any
forward-looking statements and the assumptions on which those
statements are based. Readers are cautioned to not place undue
reliance on forward-looking statements as predictions of future
events. We disclaim any responsibility to update such
forward-looking statements, which speak only as of the date on
which they were made.
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version on businesswire.com: https://www.businesswire.com/news/home/20241014517610/en/
Drew Babin, CFA, CMA Head of Financial Strategy and Investor
Relations Medical Properties Trust, Inc. (646) 884-9809
dbabin@medicalpropertiestrust.com
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