MEDICAL PROPERTIES TRUST INCfalsefalse00012878650001524607ALAL 0001287865 2025-01-30 2025-01-30 0001287865 mpw:MptOperatingPartnershipLpMember 2025-01-30 2025-01-30
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM
8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
January 30, 2025
 
 
MEDICAL PROPERTIES TRUST, INC.
MPT OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Commission File Number
001-32559
 
 
Commission File Number
333-177186
 
Maryland
Delaware
   
20-0191742
20-0242069
(State or other jurisdiction of
incorporation or organization)
   
(I.R.S. Employer
Identification No.)
1000 Urban Center Drive
,
Suite 501
Birmingham
,
AL
   
35242
(Address of principal executive offices)
   
(Zip Code)
Registrant’s telephone number, including area code
(
205
)
969-3755
 
 
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.
 
MPW
 
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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. ☐
 
 
 

Item 8.01.
Other Events.
On January 30, 2025, Medical Properties Trust, Inc. issued a press release announcing the pricing of $1.5 billion 8.500% senior secured notes due 2032 and €1.0 billion 7.000% senior secured notes due 2032, offered by its operating partnership, MPT Operating Partnership, L.P. (the “Operating Partnership”) and MPT Finance Corporation, a wholly-owned subsidiary of the Operating Partnership, in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is filed as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form
8-K, including
Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.
This Current Report on Form
8-K,
including Exhibit 99.1, contains “forward-looking statements” within the meaning of Section 21E of the Securities Act. These statements are based upon management’s current expectations, assumptions and estimates and are not guarantees of timing, future results or performance. These forward-looking statements involve certain risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements, as discussed further in the press release attached hereto as Exhibit 99.1.
 
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
.
 
Exhibit
Number
  
Description
99.1    Press Release, dated January 30, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
MEDICAL PROPERTIES TRUST, INC.
By:  
/s/ R. Steven Hamner
Name:   R. Steven Hamner
Title:   Executive Vice President and Chief Financial Officer
MPT OPERATING PARTNERSHIP, L.P.
By:  
/s/ R. Steven Hamner
Name:   R. Steven Hamner
Title:   Executive Vice President and Chief Financial Officer of the sole member of the general partner of MPT Operating Partnership, L.P.
Date: January 31, 2025

Exhibit 99.1

 

LOGO

 

      Contact: Drew Babin, CFA, CMA
      Head of Financial Strategy and Investor Relations
      Medical Properties Trust, Inc.
      (646) 884-9809
      dbabin@medicalpropertiestrust.com

MEDICAL PROPERTIES TRUST ANNOUNCES PRICING OF

$1.5 BILLION 8.500% SENIOR SECURED NOTES DUE 2032 AND €1.0 BILLION 7.000% SENIOR SECURED NOTES DUE 2032

Pricing Represents a Blended Coupon of 7.885%

Birmingham, AL – January 30, 2025 – Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today announced the pricing of the private offering of $1.5 billion in aggregate principal amount of senior secured notes due 2032 (the “USD Notes”) and €1.0 billion aggregate principal amount of senior secured notes due 2032 (the “Euro Notes” and together with the USD Notes, the “Notes”) to be issued by its operating partnership, MPT Operating Partnership, L.P., and MPT Finance Corporation, a wholly-owned subsidiary of the operating partnership (together, the “Issuers”). The offering sizes of the USD Notes and the Euro Notes were revised from the previously announced offering sizes of $2.0 billion and €500 million. The USD Notes priced with a coupon of 8.500% and the Euro Notes priced with a coupon of 7.000%, representing a blended coupon of 7.885%. Interest on the Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing on August 15, 2025, and will mature on February 15, 2032. The offering is expected to close on February 13, 2025, subject to customary closing conditions.

The Issuers estimate that the net proceeds from the offering of the USD Notes will be approximately $1.46 billion and that the net proceeds from the offering of the Euro Notes will be approximately €974 million, in each case, after deducting discounts and commissions to the initial purchasers but before deducting offering related expenses. The Issuers intend to use a portion of the net proceeds of the Notes to fund the redemption in full of the Issuers’ 3.325% senior notes due 2025, 2.500% senior notes due 2026 and 5.250% senior notes due 2026, including related accrued interest, fees and expenses. The Issuers intend to use the remaining net proceeds, estimated to be approximately $0.8 billion, for general corporate purposes, which may include repaying other indebtedness, including amounts outstanding from time-to-time under the Company’s revolving credit facility, working capital, capital expenditures and potential future acquisitions.

The Notes will be fully and unconditionally guaranteed, on a joint and several basis by the Company and its collateral-owning subsidiaries, in addition to any other subsidiaries that are guarantors under the Company’s senior credit facilities and any U.S. domestic restricted subsidiaries that in the future borrow under or guarantee borrowings under the Company’s senior credit facilities. The Notes and the guarantees thereof will be secured by first-priority liens on equity of the Company’s subsidiaries that, as of the date hereof, directly own or ground lease a diversified pool of 167 properties with 19 different operators in the U.S., U.K. and Germany. Concurrent with closing the Notes, the Company expects to enter into an amendment to its senior revolving credit and term loan agreement to cause the senior revolving credit facility and senior term loan facility to share in the collateral and guarantees on a pro rata basis and to make certain other amendments with respect to the financial covenants.


The offering of the Notes and the related guarantees was and will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

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 402 facilities and approximately 40,000 licensed beds in nine countries and across three continents as of September 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.

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 facilities and any related regulatory approvals, and expected outcomes from Prospect’s Chapter 11 restructuring process. 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) our ability to successfully consummate the senior notes offering described in this press release, on the terms described herein or at all; (ii) the risk that the outcome and terms of the bankruptcy restructuring of Prospect will not be consistent with those anticipated by the Company; (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 or modify the terms of 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.

# # #

v3.24.4
Cover Page
Jan. 30, 2025
Document Information [Line Items]  
Entity Registrant Name MEDICAL PROPERTIES TRUST INC
Amendment Flag false
Entity Central Index Key 0001287865
Document Type 8-K
Document Period End Date Jan. 30, 2025
Entity File Number 001-32559
Entity Incorporation State Country Code MD
Entity Tax Identification Number 20-0191742
Entity Address, Address Line One 1000 Urban Center Drive
Entity Address, Address Line Two Suite 501
Entity Address, City or Town Birmingham
Entity Address, State or Province AL
Entity Address, Postal Zip Code 35242
City Area Code 205
Local Phone Number 969-3755
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Security 12b Title Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.
Trading Symbol MPW
Security Exchange Name NYSE
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MPT Operating Partnership LP [Member]  
Document Information [Line Items]  
Entity Registrant Name MPT OPERATING PARTNERSHIP, L.P.
Amendment Flag false
Entity Central Index Key 0001524607
Entity File Number 333-177186
Entity Incorporation State Country Code DE
Entity Tax Identification Number 20-0242069
Entity Address, Address Line One 1000 Urban Center Drive
Entity Address, Address Line Two Suite 501
Entity Address, City or Town Birmingham
Entity Address, State or Province AL
Entity Address, Postal Zip Code 35242
City Area Code 205
Local Phone Number 969-3755
Entity Emerging Growth Company false

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