Form 8-K - Current report

 

 

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): May 21, 2024

 

 

MEDICAL PROPERTIES TRUST, INC.

MPT OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

Commission File Number

001-32559

Commission File Number

333-177186

 

Maryland Delaware		20-0191742 20-0242069
(State or other jurisdiction of incorporation or organization)		(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

 

 

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 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 (§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. ☐

 

 

 

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Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 21, 2024, affiliates of MPT Operating Partnership, L.P., a Delaware limited partnership and the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (together, the “Company”), agreed to terms of a secured loan facility with a consortium of institutional investors that provides for a term loan in aggregate principal amount of approximately £631 million ($800 million) secured by a portfolio of 27 properties located in the United Kingdom currently leased to affiliates of Circle Health Holdings Limited, and completed the transaction on May 24, 2024.

The facility carries a fixed rate of 6.877% over its

10-year

term, excluding fees and expenses, and is payable interest-only (quarterly in advance) through the maturity date. The facility is secured by first priority mortgages or similar security instruments on the relevant properties, including assignments of rents and security over accounts, and is

non-recourse

to the Company.

The facility is subject to customary events of default, including, without limitation, payment defaults, insolvency-related events and defaults caused by a failure to perform obligations as provided under the loan documents or by breach of representations and warranties. The loan documents also contain customary financial and leasing covenants, cash management and reserve requirements, requirements regarding the management and maintenance of the properties and maintenance of insurance on the properties, transfer restrictions and limitations on the incurrence of debt and granting of liens. If an event of default shall occur and be continuing under the facility, the principal amount outstanding, together with all accrued and unpaid interest and other amounts owing in respect thereof, including a make-whole amount, may be declared immediately due and payable by the lenders.

The borrowers are required to pay certain fees and expenses to the secured lenders in connection with the facility, including an origination and arrangement fee, a servicing and management fee, a security agent fee, a cash management fee and an exit fee payable at maturity or upon prepayment. Outstanding amounts under the facility may be prepaid at any time prior to the maturity date, in whole or in part, subject to a minimum prepayment amount and the payment of a make-whole premium equal to the sum of outstanding interest payment due through the maturity date, plus an exit fee, as applicable.

The Company intends to use the net proceeds of the facility to repay outstanding debt, including the Company’s £105 million secured term loan maturing in December 2024, a portion of its unsecured British pound sterling term loan maturing in January 2025, and a portion of its revolving credit facility, as well as for other general corporate purposes.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunder 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: May 28, 2024

Cover Page	May 21, 2024
Document Information [Line Items]
Entity Registrant Name	MEDICAL PROPERTIES TRUST INC
Amendment Flag	false
Entity Central Index Key	0001287865
Document Type	8-K
Document Period End Date	May 21, 2024
Entity File Number	001-32559
Entity Incorporation State Country Code	MD
Entity Tax Identification Number	20-0191742
Entity Address, Address Line One	1000 Urban Center Drive
Entity Address, Address Line Two	Suite 501
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35242
City Area Code	205
Local Phone Number	969-3755
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.
Trading Symbol	MPW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
MPT Operating Partnership LP [Member]
Document Information [Line Items]
Entity Registrant Name	MPT OPERATING PARTNERSHIP, L.P.
Entity Central Index Key	0001524607
Entity File Number	333-177186
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	20-0242069
Entity Address, Address Line One	1000 Urban Center Drive
Entity Address, Address Line Two	Suite 501
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35242
City Area Code	205
Local Phone Number	969-3755
Entity Emerging Growth Company	false

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