- Current report filing (8-K)
March 15 2012 - 4:18PM
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): March 9, 2012
Medical Properties Trust, Inc.
(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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(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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MPT Operating Partnership, L.P.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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20-0242069
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(State or other jurisdiction
of incorporation)
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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
(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 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.
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Entry into a Material Definitive Agreement.
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On March 9, 2012, Medical Properties Trust, Inc., a Maryland corporation (the Company), and MPT Operating Partnership, L.P., a Delaware limited partnership and the Companys
operating partnership (the Borrower), entered into a term loan agreement (the Credit Agreement) with Royal Bank of Canada, as Syndication Agent, JPMorgan Chase Bank, N.A., as Administrative Agent and the several lenders from
time to time parties thereto. The Company and the Borrower intend to use proceeds for working capital and for other general corporate purposes, including permitted acquisitions and repayment of debt.
The information set forth below with respect to the Credit Agreement under Item 2.03 of this Current Report on Form 8-K is hereby incorporated in
this Item 1.01 by reference.
Some of the lending banks and their affiliates from time to time have provided in the past and may provide
in the future investment banking, commercial lending and financial advisory services to the Company and its affiliates in the ordinary course of business.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The Credit Agreement governs a $100 million unsecured term loan facility. Within 36 months of the closing date, the Borrower may request, on up to
three occasions, incremental commitments in an aggregate amount not to exceed $100 million.
The maturity date of the Credit Agreement is
March 9, 2016. The Borrower has an option to extend the maturity date for one year to March 9, 2017. The Borrower may prepay loans under the Credit Agreement at any time, subject to certain notice requirements.
At the Borrowers election, loans under the Credit Agreement may also be made as either ABR Loans or Eurodollar Loans. The applicable margin for ABR
Loans will initially be 1.25% and is adjustable on a sliding scale from 1.00% to 1.85% based on current total leverage. The applicable margin for Eurodollar Loans will initially be 2.25% and is adjustable on a sliding scale from 2.00% to 2.85% based
on current total leverage.
Borrowings under the Credit Agreement are guaranteed by the Company and substantially all of the Borrowers
subsidiaries pursuant to a Guarantee Agreement in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
The Credit Agreement contains
customary financial and operating covenants, including covenants relating to total leverage ratio, fixed charge coverage ratio, mortgage secured leverage ratio, recourse mortgage secured indebtedness, consolidated adjusted net worth, unsecured
leverage ratio, unsecured interest coverage ratio and covenants restricting the incurrence of debt, imposition of liens, the payment of dividends, and entering into affiliate transactions. The Credit Agreement also contains customary events of
default, including among others, nonpayment of principal or interest, material inaccuracy of representations and failure to comply with covenants. If an event of default occurs and is continuing under the Credit Agreement, the entire outstanding
balance may become immediately due and payable.
The foregoing description of the Credit Agreement is qualified in its entirety by the full
terms and conditions of the Credit Agreement. A copy of the Credit Agreement is attached hereto as an exhibit and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit No.
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Description
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10.1
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Term Loan Agreement, dated as of March 9, 2012, among Medical Properties Trust, Inc., MPT Operating Partnership,L.P.,the several lenders from time to time party thereto,
Royal Bank of Canada, as syndication agent, and JPMorgan Chase Bank, N.A., as administrative agent.
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SIGNATURE
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
(Principal Financial and
Accounting Officer)
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MPT OPERATING PARTNERSHIP, L.P.
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By:
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Medical Properties Trust, LLC, its general partner
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By:
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Medical Properties Trust, Inc., its sole member
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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
(Principal Financial and
Accounting Officer)
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Date: March 15, 2012
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