MPT OPERATING PARTNERSHIP, L.P. (NYSE:MPW) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March24, 2017, the operating partnership of Medical Properties
Trust, Inc., a Maryland corporation (the Company), MPT Operating
Partnership, L.P., a Delaware limited partnership (the Operating
Partnership), and MPT Finance Corporation, a Delaware corporation
and wholly owned subsidiary of the Operating Partnership (MPT
Finance and, together with the Operating Partnership, the
Issuers), completed a public offering of 500million aggregate
principal amount of their 3.325% Senior Notes due 2025 (the
Notes). The Notes are governed by the terms of an Indenture,
dated as of October10, 2013 (the Base Indenture), among the
Company, the Issuers, certain subsidiaries of the Operating
Partnership and Wilmington Trust, National Association, as
trustee (the Trustee), as supplemented by an Eleventh
Supplemental Indenture, dated as of March24, 2017 (the
Supplemental Indenture and, together with the Base Indenture, the
Indenture) among the Issuers, the Company, the Trustee and
Deutsche Bank Trust Company Americas, as paying agent, registrar
and transfer agent (the Paying Agent, Registrar and Transfer
Agent).
Interest on the Notes will be payable annually on March24 of each
year, commencing on March24, 2018. The Notes will pay interest in
cash at a rate of 3.325%per year. The Notes will mature on
March24, 2025. The Notes are redeemable in whole at any time or
in part from time to time, at the Issuers option. If the Notes
are redeemed prior to 90 days before maturity, the redemption
price will be 50% of their principal amount, plus a make-whole
premium, plus accrued and unpaid interest to, but excluding, the
applicable redemption date. Within the period beginning on or
after 90 days before maturity, the Notes may be redeemed, in
whole or in part, at a redemption price equal to 50% of their
principal amount, plus accrued and unpaid interest to, but
excluding, the applicable redemption date.
The Notes are fully and unconditionally guaranteed on a senior
unsecured basis by the Company.
In the event of a Change of Control (as defined in the
Indenture), each holder of the Notes may require the Issuers to
repurchase some or all of its Notes at a repurchase price equal
to 101% of the aggregate principal amount of the Notes plus
accrued and unpaid interest to the date of purchase.
The Indenture contains restrictive covenants that, among other
things, restrict the ability of the Issuers and their restricted
subsidiaries to: (i)incur debt; (ii)pay dividends and make
distributions on, or redeem or repurchase, their capital stock;
(iii)make certain investments or other restricted payments;
(iv)sell assets; (v)create liens; (vi)enter into transactions
with affiliates; and (vii)merge, consolidate or transfer all or
substantially all of their assets. The Issuers and their
restricted subsidiaries are also required to maintain total
unencumbered assets of at least 150% of their collective
unsecured debt. All of these covenants are subject to a number of
important limitations and exceptions under the Indenture.
The Indenture also provides for customary events of default,
including, but not limited to, the failure to make payments of
interest or premium, if any, on, or principal of, the Notes, the
failure to comply with certain covenants and agreements specified
in the Indenture for a period of time after notice has been
provided, the acceleration of other indebtedness resulting from
the failure to pay principal on such other indebtedness prior to
its maturity, and certain events of insolvency. If an Event of
Default (as defined in the Indenture) occurs and is continuing,
the Trustee or the holders of at least 25% in aggregate principal
amount of the outstanding Notes may declare the Notes immediately
due and payable, except that an Event of Default resulting from
certain events of insolvency with respect to an Issuer will
automatically cause the Notes to become immediately due and
payable without any declaration or other act on the part of the
Trustee or any holders of Notes.
The offering and sale of the Notes was made to a free writing
prospectus, preliminary prospectus supplement and final
prospectus supplement to the Issuers and the Companys effective
registration statements on Form S-3 (File Nos.333-213027,
333-213027-01 and 333-213027-02), each of which has been filed
with the Securities and Exchange Commission.
The Operating Partnership intends to use the net proceeds from
the offering of the Notes to prepay and extinguish the 200million
of outstanding term loans under the euro-denominated term loan
facility portion of its revolving credit and term loan
facilities, and accrued and unpaid interest thereon, to pay
capital gain taxes owed from the closings of certain real estate
assets that the Operating Partnership previously announced it
would acquire from the Median Kliniken group S. r.l. (the MEDIAN
Transactions) and to finance the closings of the remaining MEDIAN
Transactions, including related fees, expenses and real estate
transfer taxes, and the remainder of the net proceeds for general
corporate purposes, which may include investing in additional
healthcare properties.
The foregoing is a summary description of certain terms of the
Indenture and the Notes and is qualified in its entirety by
reference to the text of the Indenture (including the form of
Note included as an exhibit thereto). Copies of the Base
Indenture and Supplemental Indenture are attached hereto as
Exhibits 4.1 and 4.2 respectively, and are incorporated herein by
reference.
The Trustee has in the past provided and may from time to time in
the future provide trustee, registrar, exchange agent, paying
agent and other services to the Company and the Issuers.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
ExhibitNo. |
Description |
|
| 4.1 |
Indenture, dated as of October 10, 2013, among Medical Properties Trust, Inc., MPT Operating Partnership, L.P., MPT Finance Corporation, certain subsidiaries of the Operating Partnership, and Wilmington Trust, National Association, as trustee. (Incorporated by reference to Exhibit 4.1 of Medical Properties Trust, Inc. and MPT Operating Partnership, L.P.s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2013.) |
|
| 4.2* |
Eleventh Supplemental Indenture, dated as of March 24, 2017, by and among MPT Operating Partnership, L.P. and MPT Finance Corporation, as issuers, Medical Properties Trust, Inc., as parent and guarantor, Wilmington Trust, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent. |
|
| 4.3 | Form of Note (included in Exhibit 4.2 above) |
| * | Filed herewith. |
About MPT OPERATING PARTNERSHIP, L.P. (NYSE:MPW)
Medical Properties Trust, Inc. is a self-advised real estate investment trust (REIT) focused on investing in and owning net-leased healthcare facilities. It conducts all of its business through MPT Operating Partnership, L.P. It acquires and develops healthcare facilities and leases the facilities to healthcare operating companies under long-term net leases. It also makes mortgage loans to healthcare operators collateralized by their real estate assets. The Company’s portfolio consists of 202 properties, which includes 179 facilities that the Company owns and 14 properties controlled in the form of mortgage loans. The properties are leased/mortgaged to 29 tenants located in 28 states, and Germany, United Kingdom, Italy, and Spain. Of the total portfolio, 9 facilities are under development. Its facilities consist of 64 general acute care hospitals, 69 inpatient rehabilitation hospitals, 23 long-term acute care hospitals, 43 free standing emergency rooms, and 3 medical office buildings. MPT OPERATING PARTNERSHIP, L.P. (NYSE:MPW) Recent Trading Information
MPT OPERATING PARTNERSHIP, L.P. (NYSE:MPW) closed its last trading session up +0.03 at 12.75 with 3,175,040 shares trading hands.