Current Report Filing (8-k)
September 12 2017 - 4:08PM
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): September 7, 2017
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
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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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(205)
969-3755
(Registrants 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 Rule14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule13e-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. ☐
Item 8.01. Other Events.
On September 7, 2017, the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (the Company), MPT Operating
Partnership, L.P., a Delaware limited partnership (the Operating Partnership), MPT Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Operating Partnership (MPT Finance, and together with the
Operating Partnership, the Issuers), and the Company, as guarantor, entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the
several underwriters named therein (collectively, the Underwriters), pursuant to which the Issuers agreed to issue and sell to the Underwriters $1,400,000,000 aggregate principal amount of the Issuers 5.000% Senior Notes due 2027
(the Notes). The offering of the Notes is expected to close on or about September 21, 2017, subject to customary closing conditions.
The
Notes are fully and unconditionally guaranteed on an unsecured basis by the Company.
The offering and sale of the Notes was made pursuant to a free
writing prospectus, preliminary prospectus supplement and final prospectus supplement pursuant to the Issuers and the Companys effective registration statement on Form
S-3
(File
No. 333-213027),
each of which has been filed with the Securities and Exchange Commission.
The Underwriting
Agreement contains customary representations, warranties and covenants by the Issuers and the Company. It also provides for customary indemnification by each of the Issuers and the Company for losses or damages arising out of or in connection with
the sale of the Notes.
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.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto 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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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: September 12, 2017
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