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): March 10, 2008
MEDICAL PROPERTIES TRUST, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-32559
|
|
|
Maryland
(State or other jurisdiction
of incorporation)
|
|
20-0191742
(IRS. Employer
Identification No.) |
|
|
|
1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of principal executive offices)
|
|
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
Item 7.01. |
|
Regulation FD Disclosure. |
On March 12, 2008, Medical Properties Trust, Inc. issued a press release relating to the proposed
sale of real estate assets to Vibra Healthcare, LLC and the possible acquisition of additional
assets to be operated by Vibra. A copy of the press release is attached hereto as Exhibit 99.1 and
by this reference made a part hereof.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being
furnished and 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. Such information
shall not be incorporated by reference into any filing of the Company, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
|
|
|
|
|
|
|
|
99.1 |
|
|
Press release dated March 12, 2008 |
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 hereunto duly authorized.
|
|
|
|
|
|
MEDICAL PROPERTIES TRUST, INC.
(Registrant)
|
|
|
By: |
/s/ R. Steven Hamner
|
|
|
|
R. Steven Hamner |
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer) |
|
|
Date: March 14, 2008
EX-99.1 PRESS RELEASE DATED MARCH 12,2008
Exhibit 99.1
Press Release
Medical Properties Trust Announces $107 Million Capital Redeployment Transactions
Vibra Concentration to be Reduced to 15%; $55 Million Reinvestments
Identified With Near-Term Opportunities for Additional Growth
BIRMINGHAM, Ala.(BUSINESS WIRE)March 12, 2008Medical Properties Trust, Inc. (NYSE: MPW)
announced today that it has entered into a definitive agreement to sell the real estate assets of
three inpatient rehabilitation facilities to Vibra Healthcare, LLC for a total of $90 million. The
properties subject to the agreement are currently operated by Vibra and are located in Bowling
Green, Kentucky, Marlton, New Jersey, and Fresno, California, respectively. The sale is expected to
close as early as March 31, 2008 but not later than June 30, 2008, and is subject to customary
closing conditions and lender consents. Contemporaneous with the closing, Vibra expects to resell
the properties to a third-party.
Pursuant to the agreement, Vibra will also pay a one-time $7.0 million early termination fee to
Medical Properties Trust (resulting in incremental funds from operations of approximately $0.13 per
share) and make a $10 million early principal payment on the balance of its existing MPT loan,
reducing the total amount outstanding on the loan to approximately $19 million. When consummated,
MPT expects to realize a gain on the sale of approximately $9.2 million ($0.17 per share) and a one
time charge of approximately $9.4 million ($0.18 per share) to write off the unbilled straight-line
rent associated with the properties. MPT also announced that it has reached a non-binding agreement to purchase and lease to Vibra, for
an aggregate of approximately $55 million, three existing post acute care facilities from two
unrelated third parties. Under a previously announced agreement, Vibra is obligated to offer MPT
these additional properties at prearranged terms. These new property transactions are not
contingent on the sale to Vibra of the three inpatient rehabilitation facilities described above.
If both the sale and new property transactions are consummated, the overall percentage of MPTs
total investments represented by Vibra assets would decrease to approximately 20% from
approximately 24%.
Edward K. Aldag, Jr., Chairman, President and CEO of Medical Properties Trust, said, These
transactions achieve several important initiatives that we have been focused on, including the
improvement of our tenant concentration measures, and the redeployment of the value that we have
created in our existing portfolio for reinvestment in new assets. Based on the terms of the
transaction, the Vibra assets that MPT purchased in 2004 are being sold at a cap rate substantially
lower than the cap rate at which MPT purchased them. The purchase further demonstrates to the
investor market the strength of the MPT portfolio. We believe that the purchase price cap rate
being paid is a fair indicator to the market of the value of a large portion of the remaining
properties in our portfolio, said Aldag.
Aldag further noted, We acquired the Vibra assets at a time when their cash flows were barely
sufficient to pay our rent; but because our management team has hospital operations experience that
is unique among healthcare REITs, we were able to identify and underwrite Vibra as an outstanding
operator, and implement with Vibra operating and financial strategies that have created returns to
our shareholders that are over and above the normal returns most investors expect from net leased
real estate. We are confident that we can continue to execute this model.
The Company reiterated its previous estimate that it expects to acquire at least $200 million in
hospital real estate assets in 2008 and clarified that management believes that net acquisitions in
2008 (that is, after replacing the Vibra assets being sold) will be at least $200 million. Aldag
noted that the Company is currently in discussions regarding the acquisition in the near term of
non-Vibra hospital properties in amounts substantially greater than the $62 million in remaining
proceeds of the Vibra sale transaction.
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 and similar expressions are
intended to identify such forward-looking statements, which include statements including, but not
limited to, completion of projects under development, acquisition of healthcare real estate,
completion of additional debt arrangements, the capacity of the Companys tenants to meet the terms
of their agreements, the timing of Vibras debt repayment, net income per share and FFO per share
in 2007 and FFO in 2008. 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 express in or underlying such forward-looking statements, including
without limitation: national and economic, business, real estate and other market conditions; the
competitive environment in which the Company operations; the execution of the Companys business
plan; financing risks; the Companys ability to attain and maintain its status as a REIT for
federal income tax purposes; acquisition and development risks; potential environmental and other
liabilities; and other factors affecting the real estate industry generally or the healthcare real
estate in particular. 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, 2006.
Except as otherwise required by the federal securities laws, the Company undertakes no obligation
to update the information in this press release.
CONTACT:
Medical Properties Trust
Charles Lambert, Finance Director, 205-397-8897
clambert@medicalpropertiestrust.com