Amended Current Report Filing (8-k/a)
December 15 2017 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
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 29, 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
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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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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.
Explanatory Note
On September 29, 2017, affiliates of Medical Properties Trust, Inc. (the Company) and MPT Operating Partnership, L.P. (the
Operating Partnership) completed the previously announced investment in the real estate interests of ten acute care hospitals and one behavioral health facility from IASIS Healthcare LLC (IASIS), along with ancillary land and
buildings, for a combined purchase price and investment of approximately $1.4 billion. The portfolio is now operated by Steward Health Care System LLC (Steward), which separately completed its acquisition of IASIS on
September 29, 2017. Our investment in the portfolio includes the acquisition of eight acute care hospitals and one behavioral health facility for approximately $700 million, the making of $700 million in mortgage loans on two acute
care hospitals, and a $100 million minority equity contribution in Steward, for a combined investment of approximately $1.5 billion. These transactions were originally reported on a Current Report on Form
8-K,
filed by the Company and Operating Partnership with the Securities and Exchange Commission (SEC) on October 5, 2017 (the Original Filing). This amendment to the Original
Filing is being filed to provide the financial information required by Item 9.01(b) of Form
8-K,
which information was not included in the Original Filing.
Item 9.01.
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Financial Statements and Exhibits
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(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements of the Company and of the Operating Partnership as of September 30,
2017 and for the year ended December 31, 2016 and for the nine months ended September 30, 2017, are attached as Exhibit 99.1 hereto and are incorporated by reference herein.
(d) Exhibits.
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: December 15, 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: December 15, 2017
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