Current Report Filing (8-k)
April 27 2017 - 6:10AM
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): April 25, 2017
MEDICAL PROPERTIES TRUST, INC.
MPT OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-32559
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20-0191742
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Delaware
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333-177186
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20-0242069
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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1000 Urban Center Drive, Suite 501, Birmingham, AL 35242
(Address of principal executive offices) (Zip code)
(205) 969-3755
(Registrant’s telephone number, including area code)
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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement
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Offering of Common Stock
On April 25, 2017, Medical Properties Trust, Inc. (the “Company”) and MPT Operating Partnership, L.P. (the “Operating
Partnership”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets Inc., as representatives
of the several underwriters listed on Schedule 1 thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 37,500,000 shares of common stock, par value $0.001 per share, of the
Company, at a public offering price of $13.25 per share. The Company also granted the Underwriters a 30-day option to purchase up to 5,625,000 additional shares at the public offering price, which the Underwriters exercised in full on April 26,
2017.
The offering of common stock is expected to close on May 1, 2017, resulting in net proceeds to the Company of approximately
$547.6 million, after deducting discounts and commissions and estimated offering expenses.
The offering and sale of the shares of common
stock were made pursuant to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective shelf registration statement on Form S-3 (File No. 333-208813), each of which has been filed with the
Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties and covenants by the
Company and the Operating Partnership. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the common stock.
The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the
Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Company’s securities, including, without limitation, those securities proposed to be offered and sold pursuant to the preliminary
prospectus and registration statement described above.
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Item 7.01.
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Regulation FD Disclosure
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On April 25, 2017, the Company issued a press release
announcing the pricing of the common stock offering described above in Item 1.01 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, including Exhibit 99.1, is being “furnished” and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended (the “Securities Act”). The information in this Item 7.01, including Exhibit 99.1, 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 Exchange Act, except as otherwise expressly stated in any such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement dated April 25, 2017, among the Company, the Operating Partnership and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets Inc., as representatives of
the several underwriters named therein
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5.1
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Opinion of Goodwin Procter LLP regarding the legality of common stock offered
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8.1
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Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. with respect to certain tax matters
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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23.2
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Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included in Exhibit 8.1)
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99.1
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Press Release dated April 25, 2017
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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: April 26, 2017
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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: April 26, 2017
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EXHIBIT INDEX
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Exhibit No.
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Description
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1.1
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Underwriting Agreement dated April 25, 2017, among the Company, the Operating Partnership and Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets Inc., as representatives of
the several underwriters named therein
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5.1
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Opinion of Goodwin Procter LLP regarding the legality of common stock offered
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8.1
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Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. with respect to certain tax matters
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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23.2
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Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included in Exhibit 8.1)
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99.1
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Press Release dated April 25, 2017
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