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June 10, 2005
Mail Stop 0409
Edward K. Aldag, Jr.
Chairman, President, Chief Executive Officer and Secretary
Medical Properties Trust, Inc.
1000 Urban Center Drive, Suite 501
Birmingham, Alabama 35242
Re: Medical Properties Trust, Inc.
Amendment No. 4 to Registration Statement on Form S-11,
Filed
June 3, 2005
Registration No. 333-119957
Dear Mr. Aldag:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General
1. We have reviewed your revisions in response to Comment 1 from
our
last letter. Please advise us whether your rights with respect to
the Vibra loan guaranties are also subordinated to Merrill Lynch
or
other guaranties. In addition, please advise us whether your
rights
with respect to the Vibra loan are subordinated to other Vibra
lenders.
2. We note your disclosure regarding the Merrill Lynch term sheet
for
a new $100 million facility. Please disclose whether or not you
have
executed the term sheet.
Summary
Summary Risk Factors, page 7
3. We note your response to comment 4. However, please revise the
summary risk factor to state the underwriter`s current ownership
percentage.
Risk Factors
There is currently no public market for our common stock, and
an
active trading market for our common stock may never develop
following this offering, page 36
4. Please expand your disclosure under this heading to provide
investors more information regarding the Portal Market. For
example,
please disclose that individuals or institutions that sell your
securities are not required to report the sales to Portal, so the
last reported sales price may not reflective of sales that have
occurred and were not reported.
Selected Financial Information
5. We note that for the three months ended March 31, 2005, the
distributions declared exceed earnings for that period. Please
advise us what consideration you gave to SAB Topic 1.B.3 when
calculating your pro forma weighted average shares outstanding and
per share data.
Our Portfolio, page 71
Our Pending Acquisitions and Developments, page 83
6. We note your response to comment 9. Please disclose the name
of
the "experienced management companies."
Selling Stockholders, page 109
7. Please note that it is our position that any selling
stockholder
who is a broker-dealer must be identified as an underwriter in the
prospectus unless all of the securities being registered on behalf
of
that broker-dealer were received as compensation for underwriting
activities. Please supplementally confirm to us, if true, that
none
of the selling stockholders that will be identified in the
prospectus
is a broker-dealer. If one or more of the selling stockholders is
a
broker-dealer, please revise to identify each such selling
stockholder and to disclose that each such selling stockholder is
an
underwriter. Alternatively, if any selling stockholder who is a
broker-dealer received or will receive all of the shares being
registered on its behalf as compensation for underwriting
activities,
please supplementally identify each such selling stockholder and
supplementally describe the nature of the transactions in which
those
shares were acquired.
8. Please note that it is our position that any selling
stockholder
who is an affiliate of a broker-dealer must be identified as an
underwriter in the prospectus unless that selling shareholder
represents that it purchased the shares being registered on its
behalf in the ordinary course of its business and, at the time of
the
purchase of those shares, did not have any agreement or
understanding, directly or indirectly, with any person to
distribute
those shares. Please revise to disclose, if true, that each
selling
shareholder that is an affiliate of a broker-dealer purchased the
shares being registered on its behalf in the ordinary course of
its
business and, at the time of the purchase of those shares, did not
have any agreement or understanding, directly or indirectly, with
any
person to distribute the shares. If you are unable to make those
statements with respect to one or more of those selling
shareholders,
please revise to identify those selling shareholders and to
disclose
that those selling shareholders are underwriters in connection
with
this registration statement. For the definition of "affiliate,"
please refer to Rule 405 of Regulation C.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Andrew Mew at (202) 551-3377 or Cicely
Luckey,
Accounting Branch Chief, at (202) 551-3413 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Michael McTiernan, Attorney-Advisor, at (202) 551-
3852, or me at (202) 551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Thomas O. Kolb, Esq. (via facsimile)
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
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Medical Properties Trust, Inc.
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