Current Report Filing (8-k)
October 06 2016 - 7:02AM
Edgar (US Regulatory)
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): October 3, 2016
MEDICAL PROPERTIES TRUST, INC.
MPT OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in Charter)
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Maryland
Delaware
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001-32559
333-177186
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20-0191742
20-0242069
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1000 Urban Center Drive, Suite 501
Birmingham, AL
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35242
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (205) 969-3755
N/A
(Former name or
former address, if changed since last report.)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosures contained in Item 2.01 Completion of Acquisition or Disposition of Assets of this Current Report on Form 8-K are
incorporated into this Item 1.01 by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On October 3, 2016, affiliates of Medical Properties Trust, Inc. (the Company) and MPT Operating Partnership, L.P. (the
Operating Partnership, and together with the Company and its consolidated subsidiaries, we or our), completed the previously announced acquisition of nine acute care hospitals in Massachusetts operated by Steward
Health Care System LLC (Steward) for a combined purchase price and investment of approximately $1.25 billion. The table below sets forth pertinent details with respect to the Companys investment in the Steward hospital portfolio:
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Hospital
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Location
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Form of
Investment
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Licensed
Beds
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Saint Annes Hospital
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Fall River, MA
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Lease
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175
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Holy Family HospitalMethuen Campus
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Methuen, MA
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Lease
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261
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Holy Family HospitalHaverhill Campus
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Haverhill, MA
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Mortgage
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124
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Carney Hospital
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Dorchester, MA
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Mortgage
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159
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Norwood Hospital
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Norwood, MA
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Mortgage
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244
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St. Elizabeths Medical Center
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Brighton, MA
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Lease
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304
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Good Samaritan Medical Center
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Brockton, MA
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Lease
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294
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Nashoba Valley Medical Center
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Ayer, MA
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Mortgage
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73
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Morton Hospital
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Taunton, MA
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Lease
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134
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Total Licensed Beds
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1,768
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At closing, subsidiaries of the Operating Partnership acquired from Steward and its affiliates all of their
interests in the real estate of five acute care hospitals for an aggregate purchase price of approximately $600 million. Each of the facilities acquired were simultaneously leased back to Steward under a master lease agreement. In addition,
subsidiaries of the Operating Partnership made mortgage loans to Steward in an aggregate further amount of $600 million, secured by first mortgages in four Steward acute care hospitals. The real estate master lease and mortgage loans have
substantially similar 15-year terms with three 5-year extension options, plus annual inflation protected escalators.
In conjunction with
the real estate and mortgage loans transactions, the Company also invested $50 million in newly issued preferred interests in Steward, representing a 4.9% economic interest in Steward. The Company has no management authority or control of
Steward except for certain protective rights consistent with a minority passive ownership interest, such as a limited right to approve certain extraordinary transactions.
Item 7.01. Regulation FD Disclosure.
On October 3, 2016, the Company issued a press release announcing closing of the transactions with Steward described above in
Item 2.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01 is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any
filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.
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Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release dated October 3, 2016
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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 hereunder duly authorized.
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MEDICAL PROPERTIES TRUST, INC.
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By:
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/s/ R. Steven Hamner
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Name:
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R. Steven Hamner
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Title:
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Executive Vice President and Chief Financial Officer
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Date: October 6, 2016
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MPT OPERATING PARTNERSHIP, L.P.
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By:
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/s/ R. Steven Hamner
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Name:
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R. Steven Hamner
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Title:
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Executive Vice President and Chief Financial Officer
of the sole member of the general partner of MPT Operating Partnership, L.P.
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Date: October 6, 2016
INDEX TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Press release dated October 3, 2016
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5
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