View:
United States securities and exchange commission logo
January 25, 2023
R. Steven Hamner
Chief Financial Officer
Medical Properties Trust, Inc.
MPT Operating Partnership, L.P.
1000 Urban Center Drive, Suite 501
Birmingham, AL 35242
Re: Medical Properties
Trust, Inc.
MPT Operating
Partnership, L.P.
Form 10-K for the
Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-32559
Dear R. Steven Hamner:
We have reviewed your November 2, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
October 19, 2022 letter.
Form 10-K for the year ended December 31, 2021
Significant Tenants, page 12
1. We note your response
to our comment 1. Please tell us how you determined it was
unnecessary to consider
loans, equity method investments and equity investments in your
assessment of whether
or not you have a substantial asset concentration with respect to
Steward. In addition,
please tell us what qualitative factors you considered in your
determination to not
provide Steward's financial statements.
2. Please tell us the name
of the guarantor entity or entities and the terms of any guarantees
related to the master
lease agreement and any loan agreements with Steward affiliates.
R. Steven Hamner
Medical Properties Trust, Inc.
January 25, 2023
Page 2
Also, please summarize the key terms of any cross collateralization and
default provisions
for each of these agreements. Finally, with respect to your holding of a
9.9%
equity investment in Steward and your loan agreements with Steward, tell
us if there are
any agreements with underlying put or call provisions or other
provisions that expose you
to further investment in Steward or to provide further financing to
Steward. To the extent
such provisions exist, please provide a basic discussion of such
provisions.
3. Please tell us if you expect to file financial statements of Steward
with your Form 10-
K for the year ended December 31, 2022. Please address your expected
total asset
concentration with Steward from all of your arrangements (i.e. master
lease, loan, equity
method investment and equity investment) on a combined basis in your
response and
specifically tell us how you considered any guarantees and cross
collateralization and
default provisions addressed in response to the above comment in your
analysis.
4. We note your response to our comment 2 and your proposed revisions to
your filing. In
light of the adjustments to the individual operator line items, please
tell us how you
determined it was not necessary to also present a separate table for
Gross Assets by
Operator on an actual basis.
5. We note your response to our comment 2 and your proposed revisions to
your filing. To
the extent you have adjustments to any individual line items within the
adjusted gross
assets by operator table, please confirm that you will also expand your
disclosure in future
filings to provide more quantitative and qualitative information about
any such
adjustments immediately below the adjusted gross assets by operator
table.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,
FirstName LastNameR. Steven Hamner
Division of
Corporation Finance
Comapany NameMedical Properties Trust, Inc.
Office of Real
Estate & Construction
January 25, 2023 Page 2
cc: Kevin Hanna
FirstName LastName