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 worlds 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. MPTs 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 Prospects 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) MPTs 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