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MPW Medical Properties Trust

Filed: 27 Sep 21, 9:41pm
 
 
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 22, 2021
 
 
MEDICAL PROPERTIES TRUST, INC.
MPT OPERATING PARTNERSHIP, L.P.
(Exact Name of Registrant as Specified in Charter)
 
 
 
Maryland
Delaware
 
001-32559
333-177186
 
20-0191742
20-0242069
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
1000 Urban Center Drive, Suite 501
Birmingham, AL
 
35242
(Address of principal executive offices)
 
(Zip Code)
Registrant’s 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:
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
 
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
 
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Act:
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.
 
MPW
 
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
 
Medical Properties Trust, Inc.  Emerging growth company ☐
  
MPT Operating Partnership, L.P.  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.
 
Medical Properties Trust, Inc.
 
   
   
MPT Operating Partnership, L.P.
 
   
 
 
 

Item 8.01.
Other Events.
On September 22, 2021, MPT Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership and the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (the “Company”), MPT Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers”), and the Company, as guarantor, entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Bank PLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and Merrill Lynch International, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Issuers agreed to issue and sell to the Underwriters €500,000,000 aggregate principal amount of the Issuers’ 0.993% Senior Notes due 2026 at an issue price of 100.000% of par value (the “Notes”). The offering of the Notes is expected to close on or about October 6, 2021, 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 were made pursuant to a preliminary prospectus supplement, free writing prospectus and final prospectus supplement under the Issuers’ and the Company’s effective registration statement on
Form S-3
(Registration
Nos. 333-229103,
333-229103-01
and
333-229103-02), 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, which is 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
 
Exhibit No.
  
Description
  
1.1  Underwriting Agreement, dated September 22, 2021, among the Issuers, the Company and Barclays Bank PLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities plc and Merrill Lynch International, as representatives of the several underwriters named therein
  
5.1  Opinion of Goodwin Procter LLP regarding legality of the notes offered
  
23.1  Consent of Goodwin Procter LLP (included in Exhibit 5.1)
  
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
MEDICAL PROPERTIES TRUST, INC.
  
By: 
/s/ R. Steven Hamner
Name: R. Steven Hamner
Title: Executive Vice President and Chief Financial Officer
 
MPT OPERATING PARTNERSHIP, L.P.
  
By: 
/s/ R. Steven Hamner
Name: R. Steven Hamner
Title: Executive Vice President and Chief Financial Officer
of the sole member of the general partner of MPT
Operating Partnership, L.P.
Date: September 27, 2021