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United States securities and exchange commission logo
October 19, 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 reviewed your September 28, 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
September 14, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Significant Tenants, page 12
1. We note your response
to comment 1 indicated that assets leased to
Steward represented
17.8% of your total assets as of December 31, 2021, after exclusion
of assets related to
the Macquarie Transaction. Please address the following:
As part of the
Macquarie Transaction, you received a 50% interest in the joint venture
that now holds the
eight Massachusetts-based hospitals that are leased to Steward.
Please clarify for
us whether or not your 17.8% result includes your 50% interest in
this joint
venture.
To the extent that
you have excluded your 50% interest in this joint venture from
R. Steven Hamner
FirstName LastNameR.
Medical Properties Trust,Steven
Inc. Hamner
Comapany
October 19,NameMedical
2022 Properties Trust, Inc.
October
Page 2 19, 2022 Page 2
FirstName LastName
your significance calculation, please tell us why you feel it is
appropriate to do so
when analyzing the significance of the Steward concentration.
Please provide us with your significance calculation that
details any adjustments
made to the assets leased by Steward as of December 31, 2021.
Additionally, tell us if your joint venture partner, Macquarie
Asset Management, is an
affiliated entity of Medical Properties Trust, Inc. or its
subsidiaries or has ties to any
of your officers or board members.
2. We note your response to our comment 2. Please address the following:
It appears that you have adjusted the line items for Steward and
HCA within your
table on page 12 for a pending transaction for amounts that are not
reflected in your
reconciliation on page 49; please confirm or clarify.
Other than the Steward and HCA pending transaction noted above and
the
adjustments in the reconciliation on page 49, please clarify for us
if any individual
line items in your table on page 12 reflect any additional
adjustments.
To the extent you have adjustments to any individual line items
within the total
adjusted gross assets by operator table that are not reflected in
your reconciliation
from total assets to total adjusted gross assets, please confirm
that you will expand
your disclosure in future filings to provide more quantitative and
qualitative
information about any such adjustments.
Please provide a more robust explanation of how you determined it
was appropriate
to reflect the impact from the pending transaction related to
Steward and HCA within
your table. Within your response, please address the length of time
until you
expected the transaction to close and your consideration of the
regulatory approvals
that were still pending.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures
Pro Forma Gross Assets, page 49
3. We note your response to our comment 4. Please address the following:
Please tell us and revise future filings to provide more
qualitative and quantitative
information related to the line item 'cash used for funding the
transactions above (4)'
in your table at the bottom of page 49. In this regard, please
quantify and
describe each material component that results in the total
adjustments of $1,377,299
and $587,384 for this line item.
Please further clarify for us and in future filings how the
amounts for the line item
'incremental gross assets of our joint ventures and other (3)' are
derived.
R. Steven Hamner
Medical Properties Trust, Inc.
October 19, 2022
Page 3
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.
FirstName LastNameR. Steven Hamner Sincerely,
Comapany NameMedical Properties Trust, Inc.
Division of Corporation
Finance
October 19, 2022 Page 3 Office of Real Estate &
Construction
FirstName LastName