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United States securities and exchange commission logo
September 14, 2022
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 limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the Year Ended December 31, 2021 filed March 1, 2022
Significant Tenants, page 12
1. Please tell us whether
properties leased to Steward represent more than 20% of your total
assets as of December
31, 2021. To the extent you lease more than 20% of your total
assets to Steward at
December 31, 2021, please tell us what consideration you gave to
providing audited
financial statements of Steward. In addition, please tell us the total loan
amount to Steward that
was outstanding as of December 31, 2021.
2. We note your table on
page 12 and your note (1) to the table. Please address the
following:
Please tell us if
you have made adjustments to individual line items within this table
that are not also
reflected within the adjustments to the total on page 49. To the
R. Steven Hamner
FirstName LastNameR.
Medical Properties Trust,Steven
Inc. Hamner
Comapany 14,
September NameMedical
2022 Properties Trust, Inc.
September
Page 2 14, 2022 Page 2
FirstName LastName
extent you have made such adjustments, please tell us and revise
your filing to
provide more quantitative and qualitative information about any
such adjustments.
Please tell us if you have adjusted the amounts for Steward and
HCA for a transaction
that was pending as of the date of the filing. To the extent you
have made such
adjustments, please tell us how you determined it was appropriate
to reflect this
pending transaction within your table.
Item 7. Management s Discussion and Analysis of Financial Condition and
Results of
Operations
Critical Accounting Policies
Credit Losses , page 41
3. We note your disclosure related to Halsen Healthcare on page 79. In
light of their
bankruptcy filing, please tell us what consideration you gave to
disclosing the balances of
any receivables from Halsen Healthcare that were outstanding at
December 31, 2021.
Non-GAAP Financial Measures
Pro Forma Gross Assets, page 49
4. We note your non-GAAP measure titled total pro forma gross assets.
Please address the
following:
We note your use of the phrase "pro forma" in the title. Please
tell us how you
considered the possibility of this measure being confused with
pro forma information
prepared in accordance with Article 11 of Regulation S-X.
We note your adjustment for real estate commitments on new
investments, your
adjustment for cash used for funding the transactions above, and
your notes (1) and
(4) to the table. Please tell us and revise to provide more
detail regarding these
adjustments, or advise.
We note your adjustment for the incremental gross assets of your
joint ventures and
other and your note (3) to the table. Please tell us and revise
to provide more detail
about this adjustment, or advise. Your revisions should include,
but not be limited to,
how the amounts were derived and that the company does not
control the joint
venture or have legal claim to the assets of the joint venture.
This comment also applies to your disclosure within your earnings
releases.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295
with any questions.
Sincerely,
R. Steven Hamner
Medical Properties Trust, Inc.
September 14, 2022
Page 3
FirstName LastNameR. Steven Hamner
Comapany NameMedical Properties Trust, Inc.
Division of Corporation Finance
September 14, 2022 Page 3 Office of Real Estate &
Construction
FirstName LastName