MEDICAL PROPERTIES TRUST, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 28, 2006
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-32559
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Maryland
(State or other jurisdiction
of incorporation or organization)
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20-0191742
(I. R. S. Employer
Identification No.) |
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1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of principal executive offices)
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35242
(Zip Code) |
Registrants telephone number, including area code
(205) 969-3755
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement
On
July 28, 2006, MPT of Centinela, L.P. (MPT LP), a subsidiary of Medical Properties Trust, Inc. ,
entered into a Loan Agreement with CFHS Holdings, Inc. (CFHS) and Inglewood South
Development Corp., pursuant to which MPT LP made a $25 million mortgage loan secured by a first
mortgage on the real property comprising the Centinela Campus of the Centinela Freeman Regional
Medical Center located in Inglewood, California. On July 28, 2006, MPT LP also entered into a
Loan Agreement with CFHS and Marina Realty Development Corp., pursuant to which MPT LP made a
$40 million mortgage loan secured by a first mortgage on real property comprising the Marina Campus
of the Centinela Freeman Regional Medical Center located in Marina del Rey, California. The
borrowers may increase the loan amount secured by the Inglewood facility to a maximum amount of $80
million within the first five years of the term upon achieving certain financial performance
measures and satisfaction of other conditions.
Each of
the loans will bear interest at a rate comparable to the rates on our
other loans, with annual escalators tied to
increases in the consumer price index. The loans are payable interest only for a term of 15 years,
with principal due at maturity. The loans have early payment options, requiring the payment of a
prepayment premium which decreases each year after the sixth year. The loan agreements contain
financial and other customary affirmative and negative covenants, events of default and remedies.
Item 7.01
Regulation FD Disclosure.
A copy of the Companys press release, dated July 31, 2006, relating to the mortgage loans
described above is attached hereto as Exhibit 99.1 and by this reference made a part hereof.
Such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as
amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Press Release dated July 31, 2006. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MEDICAL PROPERTIES TRUST, INC.
(Registrant)
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By: |
/s/ R. Steven Hamner
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R. Steven Hamner |
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Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer) |
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Date: August 3, 2006
INDEX TO EXHIBITS
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Exhibit |
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Description |
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99.1 |
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Press Release dated July 31, 2006 |
EX-99.1 PRESS RELEASE, DATED JULY 31, 2006
Exhibit 99.1
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Contact:
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Charles Lambert |
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Finance Director |
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Medical Properties Trust |
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(205) 397-8897 |
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clambert@medicalpropertiestrust.com |
MEDICAL PROPERTIES TRUST COMPLETES
TWO INVESTMENTS IN THE LOS ANGELES AREA
Birmingham, Ala., July 31, 2006 Medical Properties Trust, Inc. (NYSE: MPW) announced today
that it has made two first mortgage loans with an initial value of $65 million in connection with
two general acute care hospitals in the southern California area.
The two hospitals are the Centinela Campus (Centinela) and Marina Campus (Marina) of the
Centinela Freeman Regional Medical Center. Centinela, is a 369 bed hospital located in Ingelwood,
California with approximately 349,000 square feet with two eight-story patient towers. Marina is a
166 bed hospital located in Marina del Ray, California with 104,000 square feet.
MPT has provided a $25 million loan secured by a first mortgage on the Centinela property and
a $40 million loan secured by a first mortgage on the Marina property. The borrower may increase
the loan amount secured by the Centinela facility to a maximum amount of $80 million within the
first five years of the term upon achieving certain financial performance measures and satisfaction
of other conditions.
Terms and conditions of the loans are similar to those of other MPT transactions that are
structured as sale/leasebacks. Specifically, the loans are payable interest only for a term of 15
years, with principal due at maturity, certain early payment options under specified conditions.
The loans also provide for opportunities for MPT to participate in any increases in the fair value
of the mortgaged real estate. The loans interest rates will increase annually by an inflationary
rate.
We are delighted to have finalized these transactions after extensive due diligence during
the past two quarters, said Edward K. Aldag, Jr., Chairman, President and CEO. Adding these two
properties to the MPT portfolio will have a meaningful impact to our funds from operations, and
further diversifies our operator and property holdings.
We remain confident that we can meet our target of $200 plus million in existing property
acquisitions in 2006. We are, however, disappointed with the timing of our total acquisitions so
far this year. We recently turned down the acquisition of two properties after spending a
considerable amount of time on due diligence, which along with summer scheduling difficulties has
led to a slower pace than anticipated, said Aldag. We continue to review acquisition
opportunities on a regular basis and anticipate additional properties being added to the MPT
portfolio very soon, pending final negotiations.
MPT is scheduled to report its second quarter results after the market closes on August 9,
2006.
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real estate investment
trust formed to capitalize on the changing trends in healthcare delivery by acquiring and
developing net-leased healthcare facilities. These facilities include inpatient rehabilitation
hospitals, long-term acute care hospitals, regional acute care hospitals, ambulatory surgery
centers and other single-discipline healthcare facilities, such as heart hospitals, orthopedic
hospitals and cancer centers.
The statements in this press release that are forward looking are based on current expectations and
actual results or future events may differ materially. Words such as expects, believes,
anticipates, intends, will, should and variations of such words an similar expressions are
intended to identify such forward-looking statements, which include statements including, but not
limited to, future operations of the borrowers under the Centinela and Marina loans, rates of
inflation, any possible increase in the value of the loan collateral and any future acquisitions of
healthcare real estate. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results of the Company or future events
to differ materially from those expressed in or underlying such forward-looking statements. For
further discussion of the facts that could affect outcomes, please refer to the Risk Factors
section of the Companys Form 10-K for the year ended December 31, 2005. Except as otherwise
required by the federal securities laws, the Company undertakes no obligation to update the
information in this press release.
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