UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission file number
001-32559
Medical Properties Trust, Inc.
MPT Operating Partnership, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Maryland
Delaware
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20-0191742
20-0242069
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS 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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(205) 969-3755
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each
Class
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Name of Each Exchange on
Which Registered
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Common Stock, par value $0.001 per share of
Medical Properties Trust, Inc.
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Medical Properties Trust,
Inc. Yes ☒ No ☐ MPT Operating Partnership,
L.P. Yes ☐ No ☒
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Medical Properties Trust,
Inc. Yes ☐ No ☒ MPT Operating Partnership,
L.P. Yes ☐ No ☒
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Medical Properties Trust,
Inc. Yes ☒ No ☐ MPT Operating Partnership,
L.P. Yes ☒ No ☐
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T
(§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Medical Properties Trust,
Inc. Yes ☒ No ☐ MPT Operating Partnership,
L.P. Yes ☒ No ☐
Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation
S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K
or any amendment to this Form
10-K. ☒.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
Medical Properties Trust, Inc.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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MPT Operating Partnership, L.P.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in
12b-2
of the Act).
Medical Properties Trust,
Inc. Yes ☐ No ☒ MPT Operating Partnership,
L.P. Yes ☐ No ☒
As of June 30, 2017, the aggregate
market value of the 361,010,288 shares of common stock, par value $0.001 per share (Common Stock), held by
non-affiliates
of the registrant was $4,646,202,407 based upon the last reported sale
price of $12.87 on the New York Stock Exchange on that date. For purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.
As of February 28, 2018, 364,694,865 shares of Medical Properties Trust, Inc. Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants definitive Proxy Statement for the Annual Meeting of Stockholders to be held on May 24, 2018 are
incorporated by reference into Items 10 through 14 of Part III, of this Annual Report on
Form 10-K.