sctoviza
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
MEDICAL PROPERTIES TRUST, INC.
(Name of Subject Company (Issuer))
MEDICAL PROPERTIES TRUST, INC.
(Names of Filing Persons (Issuer))
MPT Operating Partnership, L.P. 6.125% Exchangeable Senior Notes due 2011
(Title of Class of Securities)
55342NAE0
(CUSIP Number of Class of Securities)
Edward K. Aldag, Jr.
Chairman, President, Chief Executive Officer
Medical Properties Trust, Inc.
1000 Urban Center Drive, Suite 501
Birmingham, Alabama 35242
(205) 969-3755
With copies to:
Ettore A. Santucci, Esq.
Yoel Kranz, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
(Name, Address and Telephone Numbers of Persons
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
CALCULATION OF FILING FEE
|
|
|
|
|
Transaction Valuation |
|
Amount of Filing Fee* |
$146,248,854.00
|
|
$ |
10,427.54 |
|
|
|
|
*
|
|
Calculated solely for purposes of determining the amount of the filing fee and based
upon a transaction value of $146,248,854. The amount of the filing fee, $71.30 for each
$1,000,000 of transaction value, was calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended. In accordance with Rule 0-11(a)(2), the filing
fee was offset at the time of the initial filing on April 12, 2010 by $10,427.54 out of a
total of $39,502.04 of unutilized fees relating to $601,285,769 of unsold securities
previously registered on the registration statement on Form S-3 (Registration No.
333-140433), originally filed by Medical Properties Trust, Inc. on February 2, 2007. |
|
|
|
x
|
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
|
|
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
$107,000 |
|
Filing Party:
|
|
Medical Properties Trust, Inc. |
Form or Registration No.:
|
|
333-140433 |
|
Date Filed:
|
|
February 2, 2007 |
|
|
|
o
|
|
Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
|
|
o
|
|
third-party tender offer subject to Rule 14d-1. |
x
|
|
issuer tender offer subject to Rule 13e-4. |
o
|
|
going-private transaction subject to Rule 13e-3. |
o
|
|
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
|
|
|
*
|
|
If applicable, check the appropriate box(ex) below to designate the appropriate rule
provision(s) relied upon: |
|
|
|
o
|
|
Rule 133-14(i) (Cross-Border Issuer Tender Offer) |
o
|
|
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Introductory Statement
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Tender Offer
Statement on Schedule TO (the Original Schedule TO), originally filed with the Securities and
Exchange Commission (the SEC) on April 12, 2010, by Medical Properties Trust, Inc. (Medial
Properties Trust). The Original Schedule TO, as amended by this Amendment No. 1, relates to the
offer by Medical Properties Trust to purchase for cash any and all of MPT Operating Partnership,
L.P.s (the Operating Partnership) outstanding 6.125% Exchangeable Senior Notes due 2011 (the
Notes). The Operating Partnership is an indirect subsidiary of Medical Properties Trust.
This Amendment No. 1 is being filed in order to: (1) amend the Offer to Purchase, dated April
12, 2010 (the Offer to Purchase), a copy of which was previously filed as Exhibit (a)(1)(A) to
the Original Schedule TO, to (a) add certain summary financial information relating to Medical
Properties Trust, (b) clarify certain of the conditions described in the Offer to Purchase, and (c)
make other clarifying amendments to the Offer to Purchase; and (2) to provide the additional
information set forth below.
This Amendment No. 1 includes only the items in the Original Schedule TO that are being
amended, and unaffected terms are not included herein. Except as specifically set forth herein,
this Amendment No. 1 does not modify any of the information previously reported in the Original
Schedule TO. All capitalized terms in this Amendment No. 1 and not otherwise defined herein have
the respective meaning ascribed to them in the Original Schedule TO. You should read this Amendment
together with the Original Schedule TO, the Offer to Purchase and the related Letter of
Transmittal.
This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4 under the
Securities Exchange Act of 1934, as amended.
Items 1, 4(a), 6(a) and 7(a)-(b).
Items 1, 4(a), 6(a) and 7(a)-(b) of the Original Schedule TO are hereby amended and
supplemented by adding the following information:
On April 20, 2010, Medical Properties Trust consummated the Equity Offering of 26,000,000
shares of its common stock at a price to the public of $9.75 per share, generating net proceeds of
approximately $242 million. As a result, the consent of lenders under its and the Operating
Partnerships existing credit facilities became effective as of April 20, 2010, satisfying the
conditions to the Tender Offer, among other conditions, that Medical Properties Trust consummate
the Equity Offering and receive the consent of lenders under its and the Operating Partnerships
existing credit facilities.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(e) Agreements involving the Subject Companys Securities. Item 5(e) is hereby amended and
supplemented as follows:
1
Medical Properties Trust has entered into the following agreement with respect to its equity
securities:
1. Underwriting Agreement, dated as of April 20, 2010, among Medical Properties Trust, Inc.,
MPT Operating Partnership, L.P., and J.P. Morgan Securities Inc. and Deutsche Bank
Securities Inc., as representatives of the several underwriters listed therein (filed as
Exhibit 1.1 to Medical Properties Trusts Current Report on Form 8-K, filed with the
Commission on April 20, 2010).
For a description of the Underwriting Agreement above, see Item 1.01 of Medical Properties
Trusts Current Report on Form 8-K filed with the Commission on April 20, 2010 and incorporated by
reference herein.
Item 10. Financial Statements.
(c) Summary Information.
|
(1) |
|
The information set forth in the sections of the Offer to Purchase entitled
Summary Consolidated Financial Information is incorporated herein by reference. |
|
|
(2) |
|
Ratio of Earnings to Fixed Charges: |
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2009 |
|
|
2008 |
|
Ratio of Earnings to Fixed Charges* |
|
|
2.05x |
|
|
|
1.59x |
|
|
* |
|
Ratio of earnings to fixed charges is computed by dividing earnings by fixed charges.
For these purposes, earnings is the amount resulting from adding together income (loss)
from continuing operations, fixed charges, and amortization of capitalized interest and
subtracting interest capitalized. Fixed charges is the amount resulting from adding
together interest expensed and capitalized; amortized premiums, discounts and capitalized
expenses related to indebtedness; and the interest portion of rent. |
|
(3) |
|
Book Value Per Share. As of December 31, 2009, the book value per share of
Medical Properties Trusts common stock was $8.37 (based on 80,193,167 shares
outstanding). |
Item 12 of the Original Schedule TO is hereby amended and supplemented by substituting or
adding the following exhibits:
|
|
|
|
(a)(1)(A)
|
|
Offer to Purchase, dated
April 12, 2010. |
|
(a)(1)(B)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9). |
(a)(1)(C)
|
|
Letter to Brokers, Dealers, Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees. |
(a)(1)(D)
|
|
Letter to Clients. |
|
(d)(6)
|
|
Underwriting Agreement, dated as of April 20, 2010, among Medical Properties Trust, Inc.,
MPT Operating Partnership, L.P., and J.P. Morgan Securities Inc. and Deutsche Bank Securities
Inc., as representatives of the several underwriters listed therein (filed as Exhibit 1.1 to
Medical Properties Trusts Current Report on Form 8-K dated April 20, 2010). |
|
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
|
|
|
|
|
|
MEDICAL PROPERTIES TRUST, INC.
|
|
|
By: |
/s/ R. Steven Hamner
|
|
|
|
Name: |
R. Steven Hamner |
|
|
|
Title: |
Executive Vice President and Chief
Financial Officer |
|
|
Dated: April 20, 2010
3
EXHIBIT INDEX
|
|
|
|
(a)(1)(A)*
|
|
Offer to Purchase, dated
April 12, 2010, as amended and restated. |
|
(a)(1)(B)*
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9). |
(a)(1)(C)*
|
|
Letter to Brokers, Dealers, Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees. |
(a)(1)(D)*
|
|
Letter to Clients. |
(a)(5)(A)**
|
|
Press Release, dated April 12, 2010 announcing Medical Properties Trust, Inc.s launch
of the tender offer. |
(b)
|
|
Not applicable. |
(d)(1)
|
|
Indenture, dated as of November 6, 2006, among MPT Operating Partnership, L.P., as Issuer,
Medical Properties Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee (filed
as Exhibit 4.1 to Medical Properties Trusts Current Report on Form 8-K dated November 6,
2006, filed with the Commission on November 13, 2006). |
(d)(2)
|
|
Registration Rights Agreement, dated as of November 6, 2006, among Medical Properties, Inc.,
MPT Operating Partnership, L.P. and UBS Securities LLC and J.P. Morgan Securities Inc., as
representatives of the initial purchasers (filed as Exhibit 10.1 to Medical Properties Trusts
Current Report on Form 8-K dated November 6, 2006, filed with the Commission on November 13,
2006). |
(d)(3)
|
|
Second Amended and Restated 2004 Equity Incentive Plan (filed as Exhibit A to Medical
Properties Trusts Proxy Statement on Schedule 14A, filed with the Commission on April 14,
2007). |
(d)(4)
|
|
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement (LTIP
Units) (filed as Exhibit 10.2 to Medical Properties Trusts Current Report on Form 8-K dated
July 31, 2007, filed with the Commission on August 6, 2007). |
(d)(5)
|
|
Form of Medical Properties Trust, Inc. 2007 Multi-Year Incentive Plan Award Agreement
(Restricted Shares) (filed as Exhibit 10.1 to Medical Properties Trusts Current Report on
Form 8-K dated July 31, 2007, filed with the Commission on August 15, 2007). |
|
(d)(6)
|
|
Underwriting Agreement, dated as of April 20, 2010, among Medical Properties Trust, Inc.,
MPT Operating Partnership, L.P., and J.P. Morgan Securities Inc. and Deutsche Bank Securities
Inc., as representatives of the several underwriters listed therein (filed as Exhibit 1.1 to
Medical Properties Trusts Current Report on Form 8-K dated April 20, 2010). |
|
(g)
|
|
Not applicable. |
(h)
|
|
Not applicable. |
|
|
|
* |
|
Filed herewith |
|
** |
|
Previously filed with the Original Schedule TO |
4
exv99waw1wa
Exhibit (a)(1)(A)
MEDICAL
PROPERTIES TRUST, INC.
OFFER TO PURCHASE
FOR CASH ANY AND ALL OF MPT
OPERATING PARTNERSHIP, L.P.S
OUTSTANDING 6.125% EXCHANGEABLE
SENIOR NOTES DUE 2011
THE TENDER OFFER (AS DEFINED
BELOW) WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY
7, 2010 (INCLUSIVE OF MAY 7, 2010), UNLESS EXTENDED OR EARLIER
TERMINATED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE
EXPIRATION DATE). HOLDERS OF THE NOTES (AS DEFINED
BELOW) MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) THEIR
NOTES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO
RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED BELOW).
NOTES MAY BE WITHDRAWN AT OR PRIOR TO 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MAY 7, 2010 (INCLUSIVE OF MAY 7, 2010),
UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE WITHDRAWAL DATE), BUT NOT
THEREAFTER.
Medical Properties Trust, Inc., a Maryland corporation
(Medical Properties Trust, the Company,
we or us) hereby offers to purchase for
cash, upon the terms and subject to the conditions set forth in
this Offer to Purchase (as it may be amended or supplemented
from time to time, the Offer to Purchase) and in the
related Letter of Transmittal (as it may be amended or
supplemented from time to time, the Letter of
Transmittal and, together with the Offer to Purchase, the
Offer Documents), any and all of MPT Operating
Partnership L.P.s (the Operating Partnership)
outstanding 6.125% Exchangeable Senior Notes due 2011 from each
registered holder of Notes (each, a Holder). The
Operating Partnerships 6.125% Exchangeable Senior Notes
due 2011, CUSIP No. 55342NAE0, are referred to herein as
the Notes and our offer to purchase such Notes
pursuant to the Offer Documents is referred to herein as the
Tender Offer. The Operating Partnership is an
indirect subsidiary of the Company.
Subject to the terms and conditions of the Tender Offer, Holders
who validly tender, and do not validly withdraw, their Notes
pursuant to the Tender Offer at or prior to the Expiration Date,
will receive $1,030 for each $1,000 principal amount of Notes
purchased pursuant to the Tender Offer (the Total
Consideration), plus accrued and unpaid interest to, but
not including, the date on which we will pay the Total
Consideration in respect of the Notes validly tendered (and not
validly withdrawn) and accepted for purchase by us (the
Settlement Date). The Settlement Date is expected to
occur promptly following the Expiration Date.
The Tender Offer is not conditioned on any minimum amount of
Notes being tendered. However, the Tender Offer is conditioned
on the consummation of the proposed public offering of shares of
the Companys common stock announced on April 12, 2010
(the Equity Offering) and our receipt of the consent
of lenders under our existing credit facilities, and is subject
to the satisfaction or waiver of the other conditions to the
Tender Offer set forth herein. This Tender Offer shall not
constitute an offer to sell or the solicitation of an offer to
buy the shares of common stock in the Equity Offering.
We reserve the right, at any time or at various times, subject
to applicable law, to waive any and all of the conditions to the
Tender Offer, in whole or in part, other than those dependent
upon the receipt of necessary government approvals. We further
expressly reserve our right to amend or terminate the Tender
Offer.
The outstanding Notes are represented by global certificates
registered in the name of The Depository Trust Company
or its nominee (DTC). As a result, all Holders
electing to tender pursuant to this Tender Offer must do so
pursuant to DTCs book-entry procedures.
This Offer to Purchase and the related Letter of Transmittal
contain important information that should be read before any
decision is made with respect to the Tender Offer. In
particular, see Certain Significant Considerations
beginning on page 22 for a discussion of certain factors
you should consider in connection with this Tender Offer.
NONE OF MEDICAL PROPERTIES TRUST, THE DEALER MANAGER (AS
DEFINED HEREIN), THE INFORMATION AGENT (AS DEFINED HEREIN), THE
DEPOSITARY (AS DEFINED HEREIN) OR THE TRUSTEE FOR THE
NOTES OR ANY OF THEIR RESPECTIVE AFFILIATES MAKES ANY
RECOMMENDATION IN CONNECTION WITH THE TENDER OFFER.
THE TENDER OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE SEC), NOR
HAS THE SEC PASSED UPON THE FAIRNESS OR MERITS OF THE TENDER
OFFER OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE IN THIS OFFER TO
PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Dealer Manager for the Tender Offer is:
Deutsche Bank
Securities
April 12, 2010
ii
Other
Matters
Under no circumstances will any interest on the Total
Consideration be payable because of any delay in the
transmission of funds to Holders by the Depositary or DTC. Notes
accepted for purchase by Medical Properties Trust will be
returned to the trustee for the Notes for cancellation.
Notwithstanding any other provision of the Tender Offer, Medical
Properties Trusts obligation to accept for purchase, and
to pay for, Notes validly tendered (and not validly withdrawn)
pursuant to the Tender Offer is subject to and conditioned upon,
the satisfaction of or, where applicable, its waiver of, the
conditions, other than, in the case of any waiver, those
dependent upon the receipt of necessary government approvals,
set forth herein. See Terms of the Tender
OfferConditions to the Tender Offer.
Medical Properties Trust reserves the right, subject to
applicable law, to:
|
|
|
|
|
waive any and all conditions to the Tender Offer, other than
those dependent upon the receipt of necessary government
approvals;
|
|
|
|
extend, withdraw or terminate the Tender Offer; or
|
|
|
|
otherwise amend the Tender Offer in any respect, including,
without limitation, an increase in the Total Consideration.
|
If the Tender Offer is terminated, the Notes tendered pursuant
to the Tender Offer will promptly be returned to the tendering
Holders.
None of Medical Properties Trust, the Depositary, the
Information Agent, the Dealer Manager or the trustee for the
Notes or any of their respective affiliates is making any
recommendation as to whether Holders should tender Notes in
response to the Tender Offer.
THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE A DECISION IS MADE
WITH RESPECT TO THE TENDER OFFER.
iii
IMPORTANT
INFORMATION
Any Holder desiring to tender Notes should (a) tender
through DTC pursuant to DTCs Automated Tender Offer
Program (ATOP), (b) request the Holders
broker, dealer, commercial bank, trust company or other nominee
to effect the transaction or (c) if the Notes are held in
certificated form, complete and sign the accompanying Letter of
Transmittal or a facsimile copy of the Letter of Transmittal in
accordance with the instructions in the Letter of Transmittal,
mail or deliver it and any other required documents to the
Depositary and deliver the certificates for the tendered Notes
to the Depositary. A Holder with Notes held through a broker,
dealer, commercial bank, trust company or other nominee must
contact that party if such Holder desires to tender those Notes
and give that party appropriate instructions to tender such
Notes on the Holders behalf. Tendering Holders will not be
obligated to pay brokerage fees or commissions to any of Medical
Properties Trust, the Dealer Manager, the Depositary or the
Information Agent. Holders whose Notes are held by a nominee
should contact such nominee to determine whether a fee will be
charged for tendering Notes pursuant to the Tender Offer.
There are no guaranteed delivery provisions applicable to the
Tender Offer. Holders must tender their Notes in accordance with
the procedures set forth under Terms of the Tender
OfferProcedures for Tendering.
Any extension, termination or amendment of the Tender Offer will
be followed as promptly as practicable by a public announcement
thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 a.m., New York City time, on the
next business day after the last previously announced Expiration
Date. The foregoing rights are in addition to our right to delay
acceptance for payment of any Notes tendered or the payment for
Notes accepted for payment in order to comply in whole or in
part with any applicable law, subject to
Rules 13e-4
and 14e-1
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), which require that an offeror pay the
consideration offered or return the securities deposited by or
on behalf of the holders thereof promptly after the termination
or withdrawal of a tender offer.
Requests for additional copies of this Offer to Purchase and the
Letter of Transmittal and requests for assistance relating to
the procedures for tendering Notes may be directed to the
Information Agent at its address and telephone numbers on the
back cover of this Offer to Purchase. Requests for assistance
relating to the terms and conditions of the Tender Offer may be
directed to the Dealer Manager at its address and telephone
numbers on the back cover of this Offer to Purchase. Beneficial
owners may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance regarding the
Tender Offer.
This Offer to Purchase contains important information that
Holders are urged to read before making any decision with
respect to the Tender Offer.
This Offer to Purchase does not constitute an offer to
purchase Notes in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky
laws. In those jurisdictions where the securities, blue
sky or other laws require the Tender Offer to be made by a
licensed broker or dealer, the Tender Offer will be deemed to be
made on the Companys behalf by the Dealer Manager or one
or more registered brokers or dealers licensed under the laws of
such jurisdiction.
iv
No foreign, federal or state securities commission or
regulatory authority has passed upon the accuracy or adequacy of
this Offer to Purchase. Any representation to the contrary is
unlawful and may be a criminal offense.
No dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained
in this Offer to Purchase or the Letter of Transmittal, and, if
given or made, such information or representation may not be
relied upon as having been authorized by Medical Properties
Trust, the Dealer Manager, the Depositary, the Information Agent
or the trustee for the Notes.
From time to time following the Expiration Date or other date of
termination of the Tender Offer, subject to applicable law,
Medical Properties Trust or its affiliates may acquire any Notes
that are not tendered pursuant to such Tender Offer through open
market purchases, privately negotiated transactions, tender
offers, exchange offers, redemptions or otherwise, upon such
terms and at such prices as Medical Properties Trust may
determine, which may be more or less than the price to be paid
pursuant to the Tender Offer and could be for cash or other
consideration. There can be no assurance as to which, if any, of
these alternatives or combinations thereof Medical Properties
Trust or its affiliates will choose to pursue in the future.
Pursuant to
Rule 13e-4(f)(6)
under the Exchange Act, neither Medical Properties Trust nor its
affiliates may purchase any Notes other than pursuant to the
Tender Offer until 10 business days after the applicable
Expiration Date or other date of termination of the Tender Offer.
v
IMPORTANT
DATES
Holders of Notes should take note of the following important
dates in connection with the Tender Offer:
|
|
|
|
|
Date
|
|
Calendar Date and Time
|
|
Event
|
|
Withdrawal Date
|
|
12:00 midnight, New York City time, on May 7, 2010 (inclusive of
May 7, 2010) (except as may be required by law as determined by
Medical Properties Trust), unless extended by Medical Properties
Trust in its sole discretion.
|
|
The deadline for Holders to validly withdraw tenders of Notes.
|
Expiration Date
|
|
12:00 midnight, New York City time, on May 7, 2010 (inclusive of
May 7, 2010), unless extended by Medical Properties Trust in its
sole discretion or as required by law.
|
|
The deadline for Holders to validly tender Notes in order to be
eligible to receive the Total Consideration for such Notes,
subject to the terms and conditions of the Tender Offer.
|
Settlement Date
|
|
The payment date for the Tender Offer is expected to occur
promptly following the applicable Expiration Date.
|
|
Medical Properties Trust will, or will cause one or more of its
subsidiaries to, deposit with the Depositary or, upon the
Depositarys instructions, with DTC the amount of cash
necessary to pay, or arrange for payment to, each Holder of
Notes that are accepted for payment the applicable Total
Consideration plus accrued and unpaid interest to, but not
including, the Settlement Date in respect of such Notes.
|
vi
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
1
|
|
|
|
|
5
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
9
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
12
|
|
|
|
|
13
|
|
|
|
|
19
|
|
|
|
|
21
|
|
|
|
|
21
|
|
|
|
|
22
|
|
|
|
|
22
|
|
|
|
|
23
|
|
|
|
|
24
|
|
|
|
|
25
|
|
|
|
|
26
|
|
|
|
|
29
|
|
|
|
|
30
|
|
vii
SUMMARY
The following summary is qualified in its entirety by reference
to, and should be read in conjunction with, the information
appearing elsewhere or incorporated by reference in this Offer
to Purchase. Each undefined capitalized term used in this
Summary has the meaning set forth elsewhere in this Offer to
Purchase.
|
|
|
The Offeror |
|
Medical Properties Trust is a Maryland corporation, with its
principal corporate offices located at 1000 Urban Center Drive,
Suite 501, Birmingham, Alabama 35242. Medical Properties
Trusts telephone number is (205) 969-3755. |
|
Notes |
|
The 6.125% Exchangeable Senior Notes due 2011, or the Notes,
were issued by the Operating Partnership. As of April 12,
2010, there was $138 million aggregate principal amount of
Notes outstanding. |
|
The Tender Offer |
|
Medical Properties Trust is offering to purchase for cash, upon
the terms and subject to the conditions set forth in this Offer
to Purchase, any or all of the outstanding Notes. Tenders of
Notes will be accepted only in principal amounts equal to $1,000
or integral multiples thereof. Following completion of the
Tender Offer, any such Notes purchased will be cancelled. |
|
Total Consideration |
|
The Total Consideration for the Notes shall be $1,030 per $1,000
principal amount of Notes purchased. |
|
Accrued Interest |
|
Accrued and unpaid interest from the last interest payment date
to, but not including, the Settlement Date will be paid on the
Notes purchased pursuant to the Tender Offer. |
|
Withdrawal Date |
|
12:00 midnight, New York City time, on May 7, 2010
(inclusive of May 7, 2010) (except as may be required by
law as determined by Medical Properties Trust), unless extended
by Medical Properties Trust in its sole discretion. |
|
Expiration Date |
|
12:00 midnight, New York City time, on May 7, 2010
(inclusive of May 7, 2010), unless extended by Medical
Properties Trust in its sole discretion or as required by law,
in which case the Expiration Date will be such date to which the
Expiration Date is extended. |
1
|
|
|
Settlement Date |
|
The Settlement Date for the Tender Offer will occur promptly
following the applicable Expiration Date. The applicable Total
Consideration for the Notes accepted for payment together with
accrued and unpaid interest from the last interest payment date
to, but not including, the Settlement Date will be payable on
such Notes on the Settlement Date. |
|
Acceptance of Tendered Notes and Payment |
|
Upon the terms of the Tender Offer and subject to the
satisfaction or waiver of the conditions, other than, in the
case of any waiver, those dependent upon the receipt of
necessary government approvals, to the Tender Offer specified in
this Offer to Purchase, Medical Properties Trust will
(a) accept for purchase Notes validly tendered (or
defectively tendered, if Medical Properties Trust waives such
defect) and not validly withdrawn, and (b) promptly pay the
applicable Total Consideration (plus accrued and unpaid
interest), on the Settlement Date for all Notes accepted for
purchase in the Tender Offer. Medical Properties Trust reserves
the right, subject to applicable law, to increase the Total
Consideration in its sole discretion. |
|
Conditions to the Tender Offer |
|
Medical Properties Trusts obligation to accept for
purchase, and pay for, validly tendered Notes that have not been
validly withdrawn is conditioned on the closing of the Equity
Offering and our receipt of the consent of lenders under our
existing credit facilities and is subject to and conditioned
upon satisfaction or, where applicable, waiver of the other
conditions, other than, in the case of any waiver, those
dependent upon the receipt of necessary government approvals,
set forth herein. See Terms of the Tender
OfferConditions to the Tender Offer. The Tender
Offer is not conditioned on any minimum amount of Notes being
tendered. Medical Properties Trust expressly reserves the right,
in its sole discretion in accordance with applicable law, to
amend or terminate the Tender Offer. |
2
|
|
|
How to Tender Notes |
|
See Terms of the Tender OfferProcedures for
Tendering. For further information, call the Depositary,
the Information Agent or the Dealer Manager, or consult your
broker, dealer, commercial bank or trust company for assistance. |
|
Purpose of the Tender Offer; Source of Funds |
|
The purpose of the Tender Offer is to purchase and cancel any or
all of the Notes prior to their maturity, which is expected to
reduce our indebtedness. |
|
|
|
Medical Properties Trust intends to finance the Tender Offer
with the proceeds of the Equity Offering. There can be no
assurance that the Equity Offering will be completed. The Tender
Offer is subject to the consummation of the Equity Offering, our
receipt of the consent of lenders under our existing credit
facilities and the other conditions set forth under Terms
of the Tender Offer Conditions to the Tender
Offer, but is not conditioned on the tender of any minimum
amount of Notes. The Offer to Purchase and the accompanying
Letter of Transmittal are not an offer to sell or a solicitation
of an offer to buy shares of our common stock in the Equity
Offering. |
|
Certain Considerations |
|
See Certain Significant Considerations for a
discussion of certain factors that should be considered in
evaluating the Tender Offer. |
|
Certain United States Federal Income Tax Considerations |
|
For a discussion of certain United States Federal income tax
considerations applicable to Holders of Notes participating in
the Tender Offer, see Certain United States Federal Income
Tax Considerations. |
|
Untendered or Unpurchased Notes |
|
Any tendered Notes that are not accepted for purchase by Medical
Properties Trust will be returned without expense to the
tendering Holders. Notes not tendered or otherwise not purchased
pursuant to the Tender Offer will remain outstanding. Any Notes
that remain outstanding will continue to be the obligation of
the Operating Partnership. Holders of those Notes will continue
to |
3
|
|
|
|
|
have all the rights associated with those Notes. To the extent
that Notes are purchased pursuant to the Tender Offer, the
aggregate principal amount of Notes that remains outstanding
will be reduced. This may adversely affect the liquidity of and,
consequently, the market price for the Notes that remain
outstanding. |
|
Dealer Manager |
|
Deutsche Bank Securities Inc. is acting as Dealer Manager in
connection with the Tender Offer (the Dealer
Manager). The Dealer Managers contact information
appears on the back cover of this Offer to Purchase. |
|
Information Agent |
|
Global Bondholder Services Corporation is serving as the
Information Agent in connection with the Tender Offer. Requests
for additional copies of this Offer to Purchase and the Letter
of Transmittal should be directed to the Information Agent. The
Information Agents contact information appears on the back
cover of this Offer to Purchase. |
|
Depositary |
|
Global Bondholder Services Corporation is also serving as the
Depositary in connection with the Tender Offer. The
Depositarys contact information appears on the back cover
of this Offer to Purchase. |
4
INFORMATION ABOUT
MEDICAL PROPERTIES TRUST
We are a self-advised real estate investment trust, or REIT,
that acquires, develops, leases and makes other investments in
healthcare facilities providing
state-of-the-art
healthcare services. We lease our facilities to healthcare
operators pursuant to long-term net leases, which require the
tenant to bear most of the costs associated with the property.
In addition, we make long-term, interest-only mortgage loans to
healthcare operators, and, from time to time, we also make
working capital and acquisition loans to our tenants.
We were formed as a Maryland corporation on August 27, 2003
to succeed to the business of Medical Properties Trust, LLC, a
Delaware limited liability company, which was formed in December
2002. We have operated as a REIT since April 6, 2004, and
accordingly, elected REIT status upon the filing in September
2005 for our calendar year 2004 federal income tax return. To
qualify as a REIT, we made a number of organizational and
operational requirements, including a requirement to distribute
at least 90% of our taxable income to our stockholders. As a
REIT, we are not subject to corporate federal income tax with
respect to income distributed to our stockholders.
We conduct substantially all of our business through our
subsidiaries, the Operating Partnership and MPT Development
Services, Inc., our taxable REIT subsidiary.
At April 9, 2010, our portfolio consisted of 51 properties:
46 facilities (of the 48 facilities that we own) are leased to
14 tenants, two are presently not under lease, and the remaining
three assets are in the form of first mortgage loans to two
operators. Our owned facilities consisted of 21 general acute
care hospitals, 13 long-term acute care hospitals, six inpatient
rehabilitation hospitals, two medical office buildings, and six
wellness centers. The non-owned facilities on which we have made
mortgage loans consist of general acute care facilities.
Our principal corporate offices are located at 1000 Urban Center
Drive, Suite 501, Birmingham, Alabama 35242. We can be
contacted at
(205) 969-3755.
We maintain a website at www.medicalpropertiestrust.com. The
information contained on our website is not incorporated by
reference herein, and you must not consider the information to
be part of this Offer to Purchase.
5
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements
and other information with the SEC. You may read and copy the
registration statement and any other documents filed by us at
the SECs Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the Public Reference Room. Our SEC
filings are also available to the public at the SECs
website at
http://www.sec.gov.
Our reference to the SECs website is intended to be an
inactive textual reference only. In addition, you may read our
SEC filings at the offices of the New York Stock Exchange (the
NYSE), which is located at 20 Broad Street, New
York, New York 10005. Our SEC filings are available at the NYSE
because our common stock is traded on the NYSE under the symbol
of MPW.
Medical Properties Trust has filed with the SEC a Tender Offer
Statement on Schedule TO (the
Schedule TO), pursuant to Section 13(e) of
the Exchange Act and
Rule 13e-4
promulgated thereunder, furnishing certain information with
respect to the Tender Offer. The Schedule TO, together with
any exhibits or amendments thereto, may be examined and copies
may be obtained at the same places and in the same manner as set
forth in the previous paragraph.
The SEC allows us to incorporate by reference into
this Offer to Purchase the information we have filed with the SEC,
which means that we can disclose important information to you by
referring you to those documents. Information incorporated by
reference is part of this Offer to Purchase.
We incorporate by reference in this Offer to Purchase the
information in the documents listed below:
|
|
|
|
|
Our Annual Report on
Form 10-K
for the year ended December 31, 2009, filed as of
February 12, 2010, as amended by our Annual Report on
Form 10-K/A
for the year ended December 31, 2009, filed as of
April 9, 2010;
|
|
|
|
Our Definitive Proxy Statement on Schedule 14A, filed as of
April 9, 2010; and
|
|
|
|
Our Current Report on
Form 8-K,
filed as of February 12, 2010.
|
In addition, this Offer to Purchase constitutes a part of the
Schedule TO filed by Medical Properties Trust with the SEC
on April 12, 2010 pursuant to Section 13(e) of the
Exchange Act and
Rule 13e-4
promulgated thereunder. The Schedule TO and all exhibits
thereto are incorporated by reference in this Offer to Purchase.
We intend to supplement and amend the Schedule TO to the extent
required to reflect information we may subsequently file with the SEC.
We will provide without charge to each person to whom an Offer
to Purchase is delivered, upon the written request of such
person, a copy of any and all of the information incorporated by
reference in this Offer to Purchase (excluding exhibits to such
information unless such exhibits are specifically incorporated
by reference herein). Requests should be directed to the
Information Agent at its address set forth on the back cover
page of this Offer to Purchase. The information contained or
incorporated by reference in this Offer to Purchase does not
purport to be complete and should be read together with the
information contained in the incorporated documents.
No person has been authorized to give any information or to make
any representation not contained or incorporated by reference in
this Offer to Purchase and the Letter of Transmittal and, if
given or made, such information or representation may not be
relied upon as having been authorized by Medical Properties
Trust, the Dealer Manager, the Depositary or the Information
Agent. You should rely only on the information contained or
incorporated by reference in this Offer to Purchase and the
Letter of Transmittal or to which we have referred you.
6
FORWARD-LOOKING
STATEMENTS
This Offer to Purchase and the documents incorporated by
reference in this Offer to Purchase regarding the Tender Offer,
Medical Properties Trust and our businesses contain
forward-looking statements that are subject to
risks and uncertainties. Forward-looking statements include
information about possible or assumed future results of our
business, financial condition, liquidity, results of operations,
plans and objectives. Statements regarding the following
subjects, among others, are forward-looking by their nature:
|
|
|
|
|
our business strategy;
|
|
|
|
our projected operating results;
|
|
|
|
our ability to successfully close our offering of common stock;
|
|
|
|
our ability to acquire or develop net-leased facilities;
|
|
|
|
availability of suitable facilities to acquire or develop;
|
|
|
|
our ability to enter into, and the terms of, our prospective
leases and loans;
|
|
|
|
our ability to raise additional funds through offerings of our
debt and equity securities;
|
|
|
|
our ability to obtain future financing arrangements;
|
|
|
|
estimates relating to, and our ability to pay, future
distributions;
|
|
|
|
our ability to compete in the marketplace;
|
|
|
|
market trends;
|
|
|
|
lease rates and interest rates;
|
|
|
|
projected capital expenditures; and
|
|
|
|
the impact of technology on our facilities, operations and
business.
|
The forward-looking statements are based on our beliefs,
assumptions and expectations of our future performance, taking
into account all information currently available to us. These
beliefs, assumptions and expectations can change as a result of
many possible events or factors, not all of which are known to
us. If a change occurs, our business, financial condition,
liquidity and results of operations may vary materially from
those expressed in our forward-looking statements. Many factors
could cause actual results to vary from our forward-looking
statements. These factors include, but are not limited to the
following:
|
|
|
|
|
factors referenced in our Annual Report on
Form 10-K
for the year ended December 31, 2009, as amended, including
those set forth under the sections captioned Risk
Factors, Managements Discussion and Analysis
of Financial Condition and Results of Operations and
Our Business;
|
|
|
|
national and local economic, business, real estate and other
market conditions;
|
|
|
|
the competitive environment in which we operate;
|
|
|
|
the execution of our business plan;
|
|
|
|
financing risks;
|
|
|
|
acquisition and development risks;
|
|
|
|
potential environmental contingencies, and other liabilities;
|
7
|
|
|
|
|
other factors affecting the real estate industry generally or
the healthcare real estate industry in particular;
|
|
|
|
our ability to attain and maintain our status as a REIT for
federal and state income tax purposes;
|
|
|
|
our ability to attract and retain qualified personnel;
|
|
|
|
federal and state healthcare regulatory requirements; and
|
|
|
|
the impact of the recent credit crisis and global economic
slowdown, which has had and may continue to have a negative
effect on the following, among other things:
|
|
|
|
|
|
the financial condition of our tenants, our lenders,
counterparties to our capped call transactions and institutions
that hold our cash balances, which may expose us to increased
risks of default by these parties;
|
|
|
|
our ability to obtain debt financing on attractive terms or at
all, which may adversely impact our ability to pursue
acquisition and development opportunities and refinance existing
debt and our future interest expense; and
|
|
|
|
the value of our real estate assets, which may limit our ability
to dispose of assets at attractive prices or obtain or maintain
debt financing secured by our properties or on an unsecured
basis.
|
When we use the words believe, expect,
may, potential, anticipate,
estimate, plan, will,
could, intend or similar expressions, we
are identifying forward-looking statements. You should not place
undue reliance on these forward-looking statements. We are not
obligated to publicly update or revise any forward-looking
statements, whether as a result of new information, future
events or otherwise.
Except as required by law, we disclaim any obligation to update
such statements or to publicly announce the result of any
revisions to any of the forward-looking statements contained in
this Offer to Purchase to reflect future events or developments.
8
PURPOSE OF THE
TENDER OFFER; SOURCE OF FUNDS
The purpose of the Tender Offer is to purchase and cancel any
and all of the outstanding Notes prior to their maturity, which
is expected to reduce our indebtedness. We will deliver the
Notes that we purchase in the Tender Offer to the trustee for
the Notes for cancellation, and these Notes will cease to be
outstanding. Any Notes that remain outstanding after the
completion of the Tender Offer will continue to be the Operating
Partnerships obligations. Holders of these Notes will
continue to have all rights associated with these Notes. We are
not seeking the approval of Holders for any amendment to the
Notes or the indenture governing the Notes.
The total amount of funds required to purchase all of the
outstanding Notes is estimated to be approximately
$142.1 million, plus the accrued and unpaid interest to,
but not including, the date of payment on the Notes accepted for
payment. We intend to finance such purchase with the proceeds of
the Equity Offering. There can be no assurance that the Equity
Offering will be completed. If the Equity Offering is not
completed, we will not be required to accept for purchase, or to
pay for, any Notes. The Tender Offer is conditioned on the
consummation of the Equity Offering, our receipt of the consent
of lenders under our existing credit facilities and the other
conditions set forth under Term of the Tender
Offer Conditions to the Tender Offer, but is
not conditioned on the tender of any minimum amount of Notes.
The Offer to Purchase and the accompanying Letter of Transmittal
are not an offer to sell, or a solicitation of an offer to buy,
shares of our common stock offered in the Equity Offering.
9
TERMS OF THE
TENDER OFFER
General
We are offering to purchase for cash any and all of the
outstanding Notes, upon the terms and subject to the conditions
set forth in this Offer to Purchase. The consideration offered
for the Notes validly tendered, not validly withdrawn on or
prior to the Withdrawal Date, and accepted for purchase will be
the Total Consideration in the amount of $1,030 for each $1,000
principal amount of Notes purchased, which will be payable on
the Settlement Date.
Upon the terms and subject to the conditions of the Tender
Offer, in addition to the Total Consideration, Holders, who
validly tender and do not validly withdraw their Notes in the
Tender Offer and whose Notes are accepted for purchase, will
also be paid accrued and unpaid interest from the last interest
payment date to, but not including, the Settlement Date, on such
Notes payable on the Settlement Date. Under no circumstances
will any interest be payable because of any delay in the
transmission of funds to Holders by the Depositary or DTC.
Neither the Company, nor the Dealer Manager, the Depositary, the
Information Agent or the trustee of the Notes or any of their
respective affiliates makes any recommendation to any Holder
whether to tender or refrain from tendering any or all of such
Holders Notes and none of them has authorized any person
to make any such recommendation. Holders must make their own
decisions with regard to tendering Notes.
Conditions to the
Tender Offer
Notwithstanding any other term of the Tender Offer, and in
addition to (and not in limitation of) our right to extend or
amend the Tender Offer at any time, in our sole discretion, we
will not be required to accept for payment or, subject to any
applicable rules and regulations of the SEC, including
Rules 13e-4
and 14e-l
under the Exchange Act, pay for, and may delay the acceptance
for payment of or, subject to the restriction referred to above,
the payment for, any tendered Notes, and may terminate the
Tender Offer, if, before such time as any Notes have been
accepted for payment pursuant to the Tender Offer, the Equity
Offering has not been consummated, or we have not received the
consent of lenders under our existing credit facilities, or any
of the following events or conditions exist or shall occur and
remain in effect or shall be determined by us in our reasonable
judgment to exist or have occurred:
(1) there shall have been instituted or be pending before
any court, agency, authority or other tribunal any action, suit
or proceeding by any government or governmental, regulatory or
administrative agency or authority or by any other person,
domestic or foreign (or any such action, suit or proceeding has
been threatened in writing by any such body or person), or any
judgment, order or injunction entered, enforced or deemed
applicable by any such court, authority, agency or tribunal,
which challenges or seeks to make illegal, or to delay or
otherwise directly or indirectly to restrain, prohibit or
otherwise affect the making of the Tender Offer or the
acquisition of Notes pursuant to the Tender Offer, or is
otherwise related in any manner to, or otherwise affects, the
Tender Offer;
(2) there shall have been any action taken, or any approval
withheld, or any statute, rule or regulation invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or
deemed to be applicable to Medical Properties
Trust, or any of our subsidiaries, by any government or
governmental, regulatory or administrative authority or agency
or tribunal, domestic or foreign (or any such action has been
threatened in writing by any such body), which, in our
reasonable judgment, would or might directly or indirectly
result in any of the consequences referred to in paragraph
(1) above;
10
(3) we have determined in our reasonable judgment that the
acceptance for payment of, or payment for, some or all of the
Notes in the Tender Offer would violate, conflict with or
constitute a breach of any order, statute, law, rule,
regulation, executive order, decree, or judgment of any court to
which Medical Properties Trust or any of our subsidiaries, may
be bound or subject;
(4) at any time on or after the date of this Offer to
Purchase, any change (or any condition, event or development
involving a prospective change) shall have occurred in the
business, properties, assets, liabilities, capitalization,
stockholders equity, condition (financial or otherwise),
operations, licenses, franchises, permits, permit applications,
results of operations or prospects of Medical Properties Trust
or any of its subsidiaries, which, in our reasonable judgment,
is or may be materially adverse, or we will have become aware of
any fact which, in our reasonable judgment, has or may have
material adverse significance with respect to Medical Properties
Trust or any of our subsidiaries;
(5) the trustee for the Notes shall have objected in any
respect to, or takes any action that would be reasonably likely
to materially and adversely affect the consummation of the
Tender Offer or takes any action that challenges the validity or
effectiveness of the procedures used by us in consummating the
Tender Offer;
(6) at any time on or after the date of this Offer to
Purchase, there shall have occurred:
|
|
|
|
|
any general suspension of trading in, or limitation on prices
for, securities on any national securities exchange or market in
the United States for a period in excess of three hours;
|
|
|
|
a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States;
|
|
|
|
any limitation (whether or not mandatory) by any governmental
authority or agency on, or other event which, in our reasonable
judgment, might materially adversely affect the extension of
credit by banks or other lending institutions in the United
States;
|
|
|
|
the commencement or declaration of a war, armed hostilities or
other national or international calamity directly or indirectly
involving the United States since the close of business on the
date of this Offer to Purchase;
|
|
|
|
|
|
|
any decline in either the Dow Jones Industrial Average or the
Standard & Poors Index of 500 Industrial
Companies by an amount in excess of 15% measured from the close
of business on the date of this Offer to Purchase;
|
|
|
|
any decline in the market price of the Notes by an amount in
excess of 5% measured from the close of business on the date of
this Offer to Purchase as reported by TRACE (Trade Reporting and
Compliance Engine);
|
|
|
|
|
|
|
in the case of any of the foregoing existing at the opening of
business on the date of this Offer to Purchase, a material
acceleration or worsening thereof; or
|
(7) any approval, permit, authorization, consent or other
action of any domestic or foreign governmental, administrative
or regulatory agency, authority, tribunal or third party shall
not have been obtained on terms satisfactory to us, which, in
our reasonable judgment in any such case, and regardless of the
circumstances (including any action or
11
inaction by us or any of our affiliates) giving rise to any such
condition, makes it inadvisable to proceed with the Tender Offer
and/or with
such acceptance for payment or payment.
The foregoing conditions are for our sole benefit and the
failure of any such condition to be satisfied may be asserted by
us regardless of the circumstances giving rise to any such
failure. The failure of any of the foregoing conditions other than those conditions dependent upon the
receipt of necessary government approvals, may be waived
by us, in whole or in part,
at any time and from time to time at prior to the Expiration Date, at our sole discretion.
If any of the foregoing conditions to the Tender Offer shall not
have been satisfied or waived by us, other than, in the case of
any waiver, those dependent upon the receipt of necessary
government approvals, we reserve the right, but will not be
obligated, subject to applicable law, to:
|
|
|
|
|
return Notes tendered pursuant to the Tender Offer to tendering
Holders;
|
|
|
|
waive all unsatisfied conditions, other than those dependent
upon the receipt of necessary government approvals, and accept
for payment and purchase all Notes that are validly tendered on
or prior to the Expiration Date;
|
|
|
|
extend the Withdrawal Date or the Expiration Date and retain all
tendered Notes until the purchase date for the Tender
Offer; or
|
|
|
|
otherwise amend the Tender Offer.
|
Our failure at any time to exercise any of the foregoing rights
will not be deemed a waiver of any other right and each right
will be deemed an ongoing right which may be asserted at any
time and from time to time.
Subject to applicable law, we may also terminate the Tender
Offer in our sole discretion.
Plans, Proposals
or Negotiations
Except as disclosed in this Offer to Purchase (including
documents incorporated by reference herein), neither we nor the
Operating Partnership currently have any plans, proposals or
negotiations underway that relate to or would result in:
|
|
|
|
|
any extraordinary transaction, such as a merger, reorganization
or liquidation, involving us or any of our subsidiaries;
|
|
|
|
any purchase, sale or transfer of an amount of our assets or any
of our subsidiaries assets which is material to us and our
subsidiaries, taken as a whole;
|
|
|
|
any material change in our present dividend rate or policy, our
capitalization, indebtedness;
|
|
|
|
except in connection with Medical Properties Trusts
ongoing consideration of adding members to the board of
directors, there are no additional plans for any change in our
present board of directors or management or any plans or
proposals to change the number or term of the board of directors
(although we may fill vacancies arising on the board of
directors) or to change any material term of the employment
contract of any executive officer;
|
|
|
|
any other change in the structure or business of the Company or
the Operating Partnership;
|
|
|
|
our common stock ceasing to be listed on the New York Stock
Exchange;
|
|
|
|
our common shares becoming eligible for termination of
registration under Section 12(g) of the Exchange Act;
|
12
|
|
|
|
|
the suspension of our obligation to file reports under the
Exchange Act;
|
|
|
|
the acquisition or disposition by any person of our securities
other than the Equity Offering and acquisitions or dispositions
made in the ordinary course of business; or
|
|
|
|
any changes in the governing instruments of the Company or the
Operating Partnership, or other actions that could impede the
acquisition of control of us.
|
Procedures for
Tendering
The following summarizes the procedures to be followed by all
Holders in tendering their Notes.
Expiration Date;
Withdrawal Date; Extensions; Amendments
The Expiration Date is 12:00 midnight, New York City time, on
May 7, 2010 (inclusive of May 7, 2010), unless
extended, in which case the Expiration Date will be such date to
which the Expiration Date is extended. The Withdrawal Date with
respect to the Notes is 12:00 midnight, New York City time, on
May 7, 2010 (inclusive of May 7, 2010), unless
extended, in which case the Withdrawal Date will be such date to
which such Withdrawal Date is extended. Tenders of Notes may be
withdrawn at any time on or prior to the Withdrawal Date, unless
extended, in which case the tenders of Notes may be withdrawn
prior to the date to which the Withdrawal Date for such Notes is
extended. Subject to applicable law, Medical Properties Trust,
in its sole discretion, may extend the Expiration Date or the
Withdrawal Date for any purpose, including in order to permit
the satisfaction or waiver of any or all conditions, other than,
in the case of any waiver, those dependent upon the receipt of
necessary government approvals, to the Tender Offer. In the
event that the Expiration Date or the Withdrawal Date is
extended, Medical Properties Trust will notify the Depositary
and will make a public announcement thereof before
9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date or Withdrawal
Date, as applicable. Such announcement will state that Medical
Properties Trust is extending the Expiration Date or the
Withdrawal Date, for a specified period or on a daily basis.
Without limiting the manner in which Medical Properties Trust
may choose to make a public announcement of any extension,
amendment or termination of the Tender Offer, Medical Properties
Trust will not be obligated to publish, advertise or otherwise
communicate any such public announcement, other than by making a
timely press release to Business Wire or the Dow Jones
News Service or otherwise as required by law.
Medical Properties Trust expressly reserves the right, subject
to applicable law, to:
|
|
|
|
|
delay accepting any Notes, extend the Tender Offer periods or
terminate the Tender Offer and not accept any Notes; and
|
|
|
|
amend, modify or, waive at any time, or from time to time, the
terms of the Tender Offer, including, a waiver of any conditions
to consummation of the Tender Offer, other than those dependent
upon the receipt of necessary government approvals.
|
If Medical Properties Trust exercises any such right, Medical
Properties Trust will give written notice thereof to the
Depositary and will make a public announcement thereof as
promptly as practicable.
The minimum period during which the Tender Offer will remain
open following material changes in the terms of such Tender
Offer or in the information concerning such Tender Offer will
depend upon the facts and circumstances of such change,
including the relative materiality of the changes. If any of the
terms of the Tender Offer are amended in a manner determined by
Medical Properties Trust to constitute a material change
adversely affecting any Holder, Medical Properties Trust will
promptly disclose any such amendment in a manner reasonably
calculated to inform Holders of such amendment, and Medical
Properties Trust will extend
13
such Tender Offer for a time period that Medical Properties
Trust deems appropriate or as required by law, depending upon
the significance of the amendment and the manner of disclosure
to Holders, if such Tender Offer would otherwise expire during
such time period.
If Medical Properties Trust extends the Tender Offer, or if
Medical Properties Trust is delayed in its acceptance for
payment of, or payment for, Notes or is unable to accept for
payment or to pay for such Notes pursuant to the Tender Offer
for any reason, then, upon extension of such Tender Offer
without prejudice to Medical Properties Trusts rights
under such Tender Offer, the Depositary may retain tendered
Notes on behalf of Medical Properties Trust. However, the
ability of Medical Properties Trust to delay the payment for
Notes that Medical Properties Trust has accepted for payment is
limited by
Rules 13e-4
and 14e-1(c)
under the Exchange Act, which require that an offeror pay the
consideration offered or return the securities deposited by or
on behalf of Holders promptly after the termination or
withdrawal of a tender offer.
If Medical Properties Trust makes a material change in the terms
of the Tender Offer or the information concerning the Tender
Offer, Medical Properties Trust will disseminate additional
offering materials and extend such Tender Offer to the extent
required by law, including
Rules 13e-4
and 14e-1
under the Exchange Act, as applicable.
How to Tender
Notes
For a Holder to validly tender Notes pursuant to the Tender
Offer, a properly completed and duly executed Letter of
Transmittal (or a manually executed facsimile thereof), with any
required signature guarantee, or (in the case of a book-entry
transfer) an Agents Message (as defined below) in lieu of
the Letter of Transmittal, and any other required documents,
must be received by the Depositary at its address set forth on
the back cover of this Offer to Purchase before the Expiration
Date. In addition, on or prior to the Expiration Date, either
(a) such Holders Notes must be transferred pursuant
to the procedures for book-entry transfer described below (and a
confirmation of such tender must be received by the Depositary,
including an Agents Message if the tendering Holder has
not delivered a Letter of Transmittal) or (b) certificates
for tendered Notes must be received by the Depositary at such
address. To tender Notes that are held through DTC, DTC
participants should transmit their acceptance through ATOP, and
DTC will then edit and verify the acceptance and send an
Agents Message to the Depositary for its acceptance.
If the Notes are registered in the name of a person other than
the signer of the Letter of Transmittal, or if certificates for
unpurchased Notes are to be issued to a person other than the
registered Holder, the certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed
exactly as the name of the registered Holder appears on the
certificates, with the signature on the certificates or bond
powers guaranteed as described below.
Any beneficial owner whose Notes are registered in the name of a
broker-dealer, commercial bank, trust company or other nominee
and who wishes to tender Notes should contact such registered
Holder promptly and instruct the Holder to tender such Notes on
the beneficial owners behalf. If such beneficial owner
wishes to tender such Notes itself, such beneficial owner must,
before completing and executing the Letter of Transmittal and
delivering such Notes, either make appropriate arrangements to
register ownership of the Notes in such beneficial owners
name or follow the procedures described in the immediately
preceding paragraph. The transfer of record ownership may take
considerable time. The tender by a Holder pursuant to the
procedures set forth herein will constitute an agreement between
such Holder and Medical Properties Trust in accordance with the
terms and subject to the conditions set forth herein.
14
By tendering Notes pursuant to the Tender Offer, the Holder
will be deemed to have represented and warranted that such
Holder has full power and authority to tender, sell, assign and
transfer the Notes tendered thereby and that when such Notes are
accepted for purchase and payment by Medical Properties Trust,
Medical Properties Trust will acquire good, marketable and
unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any
adverse claim or right and will cause such Notes to be delivered
in accordance with the terms of the Tender Offer. The Holder
will also be deemed to have agreed to, upon request, execute and
deliver any additional documents deemed by the Depositary or by
Medical Properties Trust to be necessary or desirable to
complete the sale, assignment and transfer of the Notes tendered
thereby. In addition, the Holder will be deemed to have released
Medical Properties Trust, the Operating Partnership and their
respective affiliates from any and all claims that Holders may
have arising out of or relating to the Notes validly tendered
and not withdrawn and accepted for purchase by us.
Holders desiring to tender Notes pursuant to ATOP must allow
sufficient time for completion of the ATOP procedures during
normal business hours of DTC. Except as otherwise provided
herein, delivery of Notes will be deemed made only when
(a) the Agents Message or (b) the Letter of
Transmittal and certificates of the tendered Notes are actually
received by the Depositary. No documents should be sent to
Medical Properties Trust, the Dealer Manager, or the Information
Agent (except in its capacity as Depositary).
Guarantee of
Signature
Signatures on a Letter of Transmittal must be guaranteed by a
recognized participant (a Medallion Signature
Guarantor) in the Securities Transfer Agents
Medallion Program, unless the Notes tendered thereby are
tendered (a) by the registered Holder of such Notes and
that Holder has not completed either of the boxes entitled
Special Payment and Delivery Instructions on the
Letter of Transmittal, or (b) for the account of a firm
that is a member of a registered national securities exchange or
the Financial Industry Regulatory Authority or is a commercial
bank or trust company having an office in the United States
(each, an Eligible Institution).
Book-Entry
Transfer
The Depositary will establish an account with respect to the
Notes at DTC for purposes of the Tender Offer within two
business days of the date of this Offer to Purchase, and any
financial institution that is a participant in DTC may make
book-entry delivery of Notes by causing DTC to transfer such
Notes into the Depositarys account in accordance with
DTCs procedures for such transfer. However, although
delivery of Notes may be effected through book-entry transfer
into the Depositarys account at DTC, an Agents
Message, and any other required documents, must, in any case, be
transmitted to and received by the Depositary at its address set
forth on the back cover of this Offer to Purchase on or prior to
the Expiration Date. The confirmation of a book-entry transfer
into the Depositarys account at DTC as described above is
referred to herein as a Book-Entry Confirmation.
Delivery of documents to DTC does not constitute delivery to
the Depositary.
The term Agents Message means a message
transmitted by DTC to, and received by, the Depositary and
forming a part of the Book-Entry Confirmation, which states that
DTC has received an express acknowledgment from the participant
in DTC described in such Agents Message, stating
(a) the aggregate principal amount of Notes that have been
tendered by such participant pursuant to the Tender Offer,
(b) that such participant has received this Offer to
Purchase and the Letter of Transmittal and agrees to be bound by
the terms of the Tender Offer
15
as described in this Offer to Purchase and the Letter of
Transmittal and (c) that Medical Properties Trust may
enforce such agreement against such participant.
Any acceptance of an Agents Message transmitted through
ATOP is at the election and risk of the person transmitting an
Agents Message and delivery will be deemed made only when
actually received by the Depositary.
No Guaranteed
Delivery
There are no guaranteed delivery provisions applicable to the
Tender Offer under the terms of this Offer to Purchase or any
other offer materials. Holders must tender their Notes in
accordance with the procedures set forth above under
Procedures for Tendering.
Withholding
Tax
Under United States federal income tax laws, the Depositary may
be required to withhold on payments made to certain Holders who
tender Notes pursuant to the Tender Offer. See Certain
United States Federal Income Tax Considerations below.
Lost or Missing
Certificates
If a Holder wishes to tender Notes pursuant to the Tender Offer,
but the certificates evidencing such Notes have been mutilated,
lost, stolen or destroyed, the Holder should write to, or
telephone, the trustee for the Notes at its address or telephone
number about procedures for obtaining replacement certificates
for such Notes and arranging for indemnification or any other
matter that requires the trustee to take action.
Transfer of
Ownership of Tendered Notes
Holders may not transfer record ownership of any Notes validly
tendered and not validly withdrawn. Beneficial ownership in
tendered Notes may be transferred by the Holder by delivering to
the Depositary at its address set forth on the back cover of
this Offer to Purchase an executed Letter of Transmittal
identifying the name of the person who deposited the Notes to be
transferred and completing the Special Payment and
Delivery Instructions box with the name of the transferee
(or, if tendered by book-entry transfer, the name of the DTC
participant on the security listing position listed as the
transferee of such Notes) and the principal amount of the Notes
to be transferred. If certificates have been delivered or
otherwise identified (through a Book-Entry Confirmation with
respect to such Notes) to the Depositary, the name of the Holder
who deposited the Notes, the name of the transferee and the
certificate numbers relating to such Notes should also be
provided in the Letter of Transmittal. A person who succeeds to
the beneficial ownership of tendered Notes pursuant to these
procedures will be entitled to receive the applicable purchase
price of the Notes and any applicable accrued and unpaid
interest if the Notes are accepted for payment, or to receipt of
the tendered Notes if the Tender Offer is terminated, provided,
in each case, that Medical Properties Trust has been given
proper and timely instructions as to the identity of such person
and the address to which to deliver such purchase price or Notes.
Compliance with
Short Tendering Rule
It is a violation of
Rule 14e-4
under the Exchange Act for a person, directly or indirectly, to
tender securities in a partial tender offer for his own account
unless the person so tendering such securities (a) has a
net long position equal to or greater than the aggregate
principal amount of the securities being tendered and
(b) will cause such securities to be delivered in
accordance with the terms of the tender offer.
Rule 14e-4
provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. A tender of
Notes in the Tender Offer under any of the procedures described
above will constitute a binding agreement between the tendering
Holder and Medical Properties Trust with respect to
16
the Tender Offer upon the terms and subject to the conditions of
the Tender Offer, including the tendering Holders
acceptance of the terms and conditions of the Tender Offer, as
well as the tendering Holders representation and warranty
that (a) such Holder has a net long position in the Notes
being tendered pursuant to the Tender Offer within the meaning
of
Rule 14e-4
under the Exchange Act and (b) the tender of such Notes
complies with
Rule 14e-4.
Other
Matters
Subject to, and effective upon, the acceptance for purchase of,
and payment for, the principal amount of Notes tendered in
accordance with the terms and subject to the conditions of the
Tender Offer, a tendering Holder will be deemed to have agreed
to sell, assign and transfer to, or upon the order of, Medical
Properties Trust, all right, title and interest in and to all of
the Notes tendered and accepted for purchase pursuant to the
terms hereof (and subject to proration) and waives any and all
other rights with respect to such Notes (including, without
limitation, any existing or past defaults and their consequences
in respect of the Notes and the indenture under which such Notes
were issued) and releases and discharges each of Medical
Properties Trust and the Operating Partnership from any and all
claims the Holder may have now, or may have in the future,
arising out of, or related to, such Notes, including, without
limitation, any claims that the Holder is entitled to receive
additional principal or interest payments with respect to such
Notes or to participate in any repurchase, redemption or
defeasance of the Notes. In addition, by tendering Notes
pursuant to the Tender Offer, a Holder will be deemed to have
irrevocably constituted and appointed the Depositary the true
and lawful agent and attorney-in-fact of such Holder (with full
knowledge that the Depositary also acts as the agent of Medical
Properties Trust) with respect to any tendered Notes, with full
power of substitution and resubstitution (such power of attorney
being deemed to be an irrevocable power coupled with an
interest) to (a) deliver such Notes or transfer ownership
of such Notes on the account books maintained by DTC together
with all accompanying evidences of transfer and authenticity, to
or upon the order of Medical Properties Trust, (b) present
such Notes for transfer on the register, and (c) receive
all benefits or otherwise exercise all rights of beneficial
ownership of such Notes, including receipt of funds from Medical
Properties Trust for the applicable purchase price for any Notes
tendered pursuant to the Tender Offer that are purchased by
Medical Properties Trust and transfer such funds to the Holder,
all in accordance with the terms of the Tender Offer.
By tendering Notes pursuant to the Tender Offer, the Holder
will be deemed to have agreed that the delivery and surrender of
the Notes is not effective, and the risk of loss of the Notes
does not pass to the Depositary, until receipt by the Depositary
of (a) a properly transmitted Agents Message or
(b) a properly completed and duly executed Letter of
Transmittal and the certificates of the tendered Notes
accompanying the Letter of Transmittal together with all
accompanying evidences of authority and any other required
documents in form satisfactory to Medical Properties Trust. All
questions as to the validity, form, eligibility (including time
of receipt) and acceptance for payment of Notes pursuant to the
procedures described in the Offer to Purchase and the Letter of
Transmittal and the form and validity of all documents will be
determined by Medical Properties Trust in its sole
discretion.
Notwithstanding any other provision of the Tender Offer, payment
of the applicable Total Consideration plus accrued and unpaid
interest on the Notes tendered and accepted for purchase
pursuant to the Tender Offer will occur only after timely
receipt by the Depositary of (a) a Book-Entry Confirmation
with respect to such Notes, together with an Agents
Message and any other required documents or (b) a properly
completed and duly executed Letter of Transmittal (or facsimile
thereof), with any required signature guarantee, for the Notes
accompanying the Letter of Transmittal and any other required
documentation. The tender of Notes pursuant to the Tender Offer
by one of the procedures set forth above will constitute an
agreement between the tendering Holder and Medical Properties
Trust in accordance with the terms and subject to the conditions
of
17
this Tender Offer. The method of delivery of the Letter of
Transmittal, certificates for Notes and all other required
documents is at the election and risk of the tendering Holder.
If a Holder chooses to deliver by mail, the recommended method
is by registered mail with return receipt requested, properly
insured. In all cases, sufficient time should be allowed to
ensure timely delivery.
Alternative, conditional or contingent tenders will not be
considered valid. Medical Properties Trust
reserves the absolute right to reject any or all tenders of
Notes that are not in proper form or the acceptance of which
would, in Medical Properties Trusts opinion, be unlawful.
Medical Properties Trust also reserves the right, subject to
applicable law, to waive any defects, irregularities or
conditions of tender as to particular Notes. A waiver of any
defect or irregularity with respect to the tender of any Note
shall not constitute a waiver of the same or any other defect or
irregularity with respect to the tender of any other Note. Any
determination by Medical Properties Trust as to the validity,
form, eligibility and acceptance of Notes for payment, or any
interpretation by Medical Properties Trust as to the terms and
conditions of the Tender Offer, is subject to applicable law
and, if challenged by Holders or otherwise, to the judgment of a
court of competent jurisdiction. Any defect or irregularity in
connection with tenders of Notes must be cured within such time
as Medical Properties Trust determines, unless waived by Medical
Properties Trust. Tenders of Notes shall not be deemed to have
been made until all defects and irregularities have been waived
by Medical Properties Trust or cured. None of Medical Properties
Trust, the Operating Partnership, the trustee, the Dealer
Manager, the Depositary, the Information Agent or any other
person will be under any duty to give notice of any defects or
irregularities in tenders of Notes or will incur any liability
to Holders for failure to give any such notice.
Acceptance of
Notes for Purchase; Payment for Notes
Upon the terms of the Tender Offer and subject to the
satisfaction or waiver of the conditions to the Tender Offer
specified in this Offer to Purchase, other than, in the case of
any waiver, those dependent upon the receipt of necessary
government approvals, Medical Properties Trust will
(a) accept for purchase Notes validly tendered (or
defectively tendered, if Medical Properties Trust waives such
defect) and not validly withdrawn, and (b) promptly pay the
Total Consideration (plus accrued and unpaid interest) on the
Settlement Date for all Notes accepted for purchase in the
Tender Offer.
Medical Properties Trust expressly reserves the right, in its
sole discretion, but subject to applicable law, to
(a) delay acceptance for purchase of Notes tendered under
the Tender Offer or the payment for Notes accepted for purchase
(subject to
Rules 13e-4
and 14e-1
under the Exchange Act, as applicable, which require that
Medical Properties Trust pay the consideration offered or return
Notes deposited by or on behalf of the Holders promptly after
the termination or withdrawal of the Tender Offer), or
(b) terminate the Tender Offer.
For purposes of the Tender Offer, Medical Properties Trust will
be deemed to have accepted for purchase validly tendered Notes
(or defectively tendered Notes with respect to which Medical
Properties Trust has waived such defect) if, as and when Medical
Properties Trust gives oral (promptly confirmed in writing) or
written notice thereof to the Depositary. With respect to
tendered Notes that are to be returned to Holders, such Notes
will be returned without expense to the tendering Holder
promptly (or, in the case of Notes tendered by book-entry
transfer, such Notes will be credited to the account maintained
at DTC from which such Notes were delivered) after the
expiration or termination of the Tender Offer.
Medical Properties Trust will pay for Notes accepted for
purchase in the Tender Offer by depositing such payment in cash
with the Depositary or, at the direction of the Depositary, with
DTC, which will act as agent for the tendering Holders for the
purpose of receiving tenders of Notes, the applicable Total
Consideration and accrued and unpaid interest and transmitting
the applicable Total Consideration and accrued and unpaid
interest to such Holders. Payment shall be deemed to have been
made by Medical Properties Trust upon the transfer by Medical
18
Properties Trust of the applicable Total Consideration, plus
accrued and unpaid interest, payable through, but not including
the date of such transfer, to the Depositary or, if so directed
by the Depositary, to DTC. Under no circumstances will interest
on the applicable Total Consideration be paid by Medical
Properties Trust by reason of any delay on the part of the
Depositary in making payment to the Holders entitled thereto or
any delay in the allocation or crediting of monies received by
DTC to participants in DTC or in the allocation or crediting of
monies received by participants to beneficial owners.
Tenders of Notes will be accepted only in principal amounts
equal to $1,000 or integral multiples thereof.
If, for any reason, acceptance for payment, or payment for,
validly tendered Notes pursuant to the Tender Offer is delayed,
or Medical Properties Trust is unable to accept for purchase or
to pay for validly tendered Notes pursuant to the Tender Offer,
then the Depositary may, nevertheless, on behalf of Medical
Properties Trust, retain the tendered Notes, without prejudice
to the rights of Medical Properties Trust described under
Expiration Date; Withdrawal Date; Extensions;
Amendments and Conditions to the Tender
Offer above and Withdrawal of Tenders
below, but subject to
Rules 13e-4
and 14e-1
under the Exchange Act, as applicable, which require that
Medical Properties Trust pay the consideration offered or return
the Notes tendered promptly after the termination or withdrawal
of the Tender Offer.
If any tendered Notes are not accepted for payment for any
reason pursuant to the terms and conditions of the Tender Offer,
such Notes (a) will be credited to an account maintained at
DTC, designated by the participant therein who so delivered such
Notes promptly following the Expiration Date or the termination
of the Tender Offer or (b) if the Holder of record holds
physical Notes, such Notes will be returned by delivery of a
certificate representing such returned principal amount
(including delivery of the original certificate tendered if none
of such Holders tendered Notes are accepted).
Medical Properties Trust may transfer or assign, in whole or,
from time to time, in part, to one or more of its affiliates or
any third party the right to purchase all or any of the Notes
tendered pursuant to the Tender Offer, but any such transfer or
assignment will not relieve Medical Properties Trust of its
obligations under the Tender Offer and will in no way prejudice
the rights of tendering Holders to receive payment for Notes
validly tendered and not validly withdrawn and accepted for
payment pursuant to the Tender Offer.
Tendering Holders of Notes purchased in the Tender Offer will
not be obligated to pay brokerage commissions or fees to Medical
Properties Trust, the Dealer Manager, the Depositary or the
Information Agent or, except as set forth below, to pay transfer
taxes with respect to the purchase of their Notes. If, however,
the applicable Total Consideration is to be paid to, or if Notes
not tendered or not accepted for payment are to be registered in
the name of, any person other than a Holder, the amount of any
transfer taxes (whether imposed on the Holder or such other
person) payable on account of the transfer to such person will
be deducted from the applicable Total Consideration unless
satisfactory evidence of the payment of such taxes or exemption
therefrom is submitted. Medical Properties Trust will pay all
other charges and expenses in connection with the Tender Offer.
See Dealer Manager; Depositary; Information Agent.
The Notes are governed by the indenture under which the Notes
were issued, as amended or supplemented to date. There are no
appraisal or other similar statutory rights available to Holders
in connection with the Tender Offer.
Withdrawal of
Tenders
The Notes subject to the Tender Offer tendered on or prior to
the Withdrawal Date may be validly withdrawn at any time on or
prior to the applicable Withdrawal Date,
19
or, if not yet accepted for payment by us within
40 business days of April 12, 2010, at any time following
the fortieth day.
If a Holder validly withdraws a tender, such Holder will no
longer be eligible to receive the applicable consideration on
the Settlement Date (unless such Holder validly re-tenders such
Notes on or prior to the applicable Expiration Date).
If the Tender Offer is terminated, Notes tendered pursuant to
the Tender Offer will promptly be returned to the tendering
Holders. For a withdrawal of a tender of Notes to be effective,
a written or facsimile transmission notice of withdrawal must be
timely received by the Depositary at its address set forth on
the back cover of this Offer to Purchase on or prior to the
Expiration Date by mail, fax or hand delivery or by a properly
transmitted Request Message through ATOP. Any such
notice of withdrawal must (a) specify the name of the
Holder who tendered the Notes to be withdrawn and, if different,
the name of the registered Holder of such Notes (or, in the case
of Notes tendered by book-entry transfer, the name of the DTC
participant that appears on the security position listing as the
owner of such Notes), (b) contain the description of the
Notes to be withdrawn (including the principal amount of the
Notes to be withdrawn and, in the case of Notes tendered by
delivery of certificates rather than book-entry transfer, the
certificate numbers thereof), (c) unless transmitted
through ATOP, be signed by the Holder of such Notes in the same
manner as the original signature on the Letter of Transmittal,
including any required signature guarantees (or, in the case of
Notes tendered by a DTC participant through ATOP, be signed by
such participant in the same manner as the participants
name is listed in the applicable Agents Message), or be
accompanied by evidence satisfactory to Medical Properties Trust
that the person withdrawing the tender has succeeded to the
beneficial ownership of such Notes, and (d) if the Letter
of Transmittal was executed by a person other than the
registered Holder, be accompanied by a properly completed
irrevocable proxy that authorized such person to effect such
withdrawal on behalf of such Holder. The signature on the notice
of withdrawal must be guaranteed by a Medallion Signature
Guarantor unless such Notes have been tendered for the account
of an Eligible Institution. If certificates for the Notes to be
withdrawn have been delivered or otherwise identified to the
Depositary, a signed notice of withdrawal will be effective
immediately upon receipt by the Depositary of written or
facsimile transmission notice of withdrawal even if physical
release is not yet effected. Withdrawal of tenders of Notes may
not be rescinded, and any Notes properly withdrawn will
thereafter be deemed not validly tendered for purposes of the
Tender Offer. Withdrawal of Notes may only be accomplished in
accordance with the foregoing procedures. Notes validly
withdrawn may thereafter be re-tendered at any time on or prior
to the Expiration Date by following the procedures described
under Procedures for Tendering.
Medical Properties Trust will determine, in its sole discretion,
all questions as to the form and validity (including time of
receipt) of any notice of withdrawal of a tender. Any such
determination is subject to applicable law and, if challenged by
Holders or otherwise, to the judgment of a court of competent
jurisdiction. None of Medical Properties Trust, the Dealer
Manager, the Depositary or the Information Agent or any other
person will be under any duty to give notification of any defect
or irregularity in any notice of withdrawal of a tender or incur
any liability for failure to give any such notification.
If Medical Properties Trust is delayed in its acceptance for
purchase of, or payment for, any Notes or is unable to accept
for purchase or pay for any Notes pursuant to the Tender Offer
for any reason, then, without prejudice to Medical Properties
Trusts rights hereunder, but subject to applicable law,
tendered Notes may be retained by the Depositary on behalf of
Medical Properties Trust and may not be validly withdrawn
(subject to
Rules 13e-4
and 14e-1
under the Exchange Act, as applicable, which require that
Medical Properties Trust pay the consideration offered or return
the Notes deposited by or on behalf of the Holders promptly
after the termination or withdrawal of the Tender Offer).
20
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The summary historical operating and balance sheet data presented below has been derived from
our audited consolidated financial statements for the years ended December 31, 2009 and 2008. You
should read the following summary consolidated financial information in conjunction with the
consolidated financial statements and accompanying notes and Managements Discussion and Analysis
of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for
the year ended December 31, 2009, as amended.
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31, |
|
(in thousands, except per share amounts) |
|
2008(1) |
|
|
2009(1) |
|
Operating data |
|
|
|
|
|
|
|
|
Total revenue |
|
$ |
116,771 |
|
|
$ |
129,751 |
|
Depreciation and amortization |
|
|
25,458 |
|
|
|
25,648 |
|
Property related and general and administrative expenses |
|
|
24,198 |
|
|
|
27,209 |
|
Interest income |
|
|
86 |
|
|
|
43 |
|
Interest expense |
|
|
(42,440 |
) |
|
|
(37,663 |
) |
Income from continuing operations |
|
|
24,761 |
|
|
|
39,274 |
|
Income (loss) from discontinued operations(2) |
|
|
7,972 |
|
|
|
(2,908 |
) |
Net income |
|
|
32,733 |
|
|
|
36,366 |
|
Net income attributable to non-controlling interests |
|
|
(33 |
) |
|
|
(36 |
) |
Net income attributable to MPT common stockholders |
|
$ |
32,700 |
|
|
$ |
36,330 |
|
Income from continuing operations attributable to MPT
common stockholders per diluted share |
|
$ |
0.37 |
|
|
$ |
0.48 |
|
Income (loss) from discontinued operations attributable
to MPT common stockholders per diluted share |
|
|
0.13 |
|
|
|
(0.03 |
) |
Net income attributable to MPT common stockholders per
diluted share |
|
$ |
0.50 |
|
|
$ |
0.45 |
|
Weighted average number of common sharesdiluted |
|
|
62,035 |
|
|
|
78,117 |
|
Other data |
|
|
|
|
|
|
|
|
Dividends declared per common share |
|
$ |
1.01 |
|
|
$ |
0.80 |
|
|
|
|
|
|
|
|
As of December 31, 2009(1) |
Balance sheet data |
|
|
|
|
Real estate assetsat cost |
|
$ |
983,184 |
|
Real estate accumulated depreciation
and amortization |
|
|
(60,302 |
) |
Other loans and investments |
|
|
311,006 |
|
Cash and equivalents |
|
|
15,307 |
|
Other assets |
|
|
60,703 |
|
Total assets |
|
|
1,309,898 |
|
Debt |
|
|
576,678 |
|
Other liabilities |
|
|
61,645 |
|
Total Medical Properties Trust, Inc.
stockholders equity |
|
|
671,444 |
|
Non-controlling interests |
|
|
131 |
|
Total equity |
|
|
671,575 |
|
Total liabilities and equity |
|
|
1,309,898 |
|
(1) |
|
We invested $15.6 million and $469.5 million in real estate in 2009 and 2008,
respectively. The results of operations resulting from these investments are reflected
in the consolidated financial statements from the dates invested. See Note 3 in Item 7
of our Annual Report on Form 10-K for the year ended December 31, 2009, as amended, for
further information on acquisitions of real estate, new loans and other investments. We
funded these investments generally from issuing common stock, utilizing additional
amounts under our revolving credit facility, incurring additional debt, or from the sale
of facilities. See Notes 4, 9 and 11, in Item 7 on our Annual Report on Form 10-K for
the year ended December 31, 2009, as amended, for further information regarding our
debt, common stock and discontinued operations, respectively. |
|
(2) |
|
During the periods presented here, for those properties that have been sold, we
reclassified the properties as held for sale and have reported revenue and expenses from
these properties as discontinued operations for each period presented here. This
reclassification had no effect on our reported net income. |
21
CERTAIN MARKET
INFORMATION CONCERNING THE NOTES
There is no established reporting system or trading market for
trading in the Notes. To the extent that the Notes are traded,
prices of such Notes may fluctuate greatly depending on the
trading volume and the balance between buy and sell orders. To
Medical Properties Trusts knowledge, the Notes of are
traded infrequently in transactions arranged through brokers,
and reliable market quotations for the Notes are not available.
Medical Properties Trusts common stock into which the
Notes are exchangeable, is listed on the New York Stock Exchange
under the symbol MPW. The following table sets
forth, for the periods indicated, the high and low sales prices
in U.S. dollars for each share of Medical Properties
Trusts common stock and the distributions per share
declared by Medical Properties Trust, as reported on the New
York Stock Exchange.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
|
Distribution
|
|
Year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
16.70
|
|
|
$
|
14.44
|
|
|
$
|
0.27
|
|
Second Quarter
|
|
|
15.25
|
|
|
|
12.16
|
|
|
|
0.27
|
|
Third Quarter
|
|
|
13.88
|
|
|
|
10.86
|
|
|
|
0.27
|
|
Fourth Quarter
|
|
|
13.99
|
|
|
|
9.80
|
|
|
|
0.27
|
|
Year ended December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
13.00
|
|
|
$
|
9.56
|
|
|
$
|
0.27
|
|
Second Quarter
|
|
|
12.89
|
|
|
|
10.10
|
|
|
|
0.27
|
|
Third Quarter
|
|
|
11.96
|
|
|
|
9.40
|
|
|
|
0.27
|
|
Fourth Quarter
|
|
|
11.34
|
|
|
|
3.67
|
|
|
|
0.20
|
|
Year ended December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
6.76
|
|
|
$
|
2.76
|
|
|
$
|
0.20
|
|
Second Quarter
|
|
|
6.96
|
|
|
|
3.50
|
|
|
|
0.20
|
|
Third Quarter
|
|
|
8.24
|
|
|
|
5.63
|
|
|
|
0.20
|
|
Fourth Quarter
|
|
|
10.57
|
|
|
|
7.50
|
|
|
|
0.20
|
|
Year ended December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
11.42
|
|
|
$
|
9.15
|
|
|
$
|
0.20
|
|
Second Quarter (through April 9, 2010)(1)
|
|
$
|
11.10
|
|
|
$
|
10.47
|
|
|
|
NA
|
|
|
|
|
(1)
|
|
Our board of directors declared a
dividend of $0.20 per share of common stock to be paid on
April 14, 2010 to stockholders of record on March 18,
2010.
|
On April 9, 2010, the last reported sale price of Medical
Properties Trusts common stock on the New York Stock
Exchange was $10.94 per share.
HOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR
MEDICAL PROPERTIES TRUSTS COMMON STOCK AND THE
NOTES PRIOR TO MAKING ANY DECISION WITH RESPECT TO THIS
TENDER OFFER.
22
CERTAIN
SIGNIFICANT CONSIDERATIONS
You should review carefully the considerations described
below, as well as the other information contained or
incorporated by reference in this Offer to Purchase and in the
related Letter of Transmittal, before deciding whether to tender
your Notes in the Tender Offer.
Risks Associated
with Tender Offer
Position of
Medical Properties Trust Concerning the Tender
Offer
Neither we, nor our board of directors, nor the Operating
Partnership, nor the Dealer Manager, the Depositary, the
Information Agent, the trustee or any of their respective
affiliates makes any recommendation to any Holder whether to
tender or refrain from tendering any or all of such
Holders Notes and none of them has authorized any person
to make any such recommendation. Holders are urged to evaluate
carefully all information in this Offer to Purchase, including
the documents incorporated by reference, consult their own
investment, legal and tax advisors and make their own decisions
on whether to tender the Notes.
Effect of the
Tender Offer on Holders of Notes Tendered and Accepted in the
Tender Offer
If a Holders Notes are tendered and accepted pursuant to
the Tender Offer, such Holder will receive the applicable Total
Consideration, plus accrued and unpaid interest to, but not
including, the Settlement Date on such Notes, but such Holder
will give up all rights and benefits associated with ownership
of such Notes.
Conditions to the
Consummation of the Tender Offer
The consummation of the Tender Offer is subject to the
satisfaction of several conditions. See Terms of the
Tender OfferConditions to the Tender Offer. In
addition, subject to applicable law, we may terminate the Tender
Offer for any reason in our sole discretion. There can be no
assurance that such conditions will be met, that we will not
terminate the Tender Offer, or that, in the event that the
Tender Offer is not consummated, the market value and liquidity
of the Notes will not be materially adversely affected.
Treatment of
Notes Not Tendered in the Tender Offer
Notes not tendered and purchased in the Tender Offer will remain
outstanding. The terms and conditions governing the Notes,
including the covenants and other protective provisions
contained in the indenture governing the Notes, will remain
unchanged. No amendments to these documents are being sought.
From time to time in the future, we may acquire Notes that are
not tendered in the Tender Offer through open market purchases,
privately negotiated transactions, tender offers, exchange
offers or otherwise, upon such terms and at such prices as we
may determine, which may be more or less than the price to be
paid pursuant to the Tender Offer and could be for cash or other
consideration. There can be no assurance as to which, if any, of
these alternatives (or combinations thereof) we might choose to
pursue in the future. Pursuant to
Rule 13e-4(f)(6)
under the Exchange Act, neither Medical Properties Trust nor its
affiliates may purchase any Notes otherwise than pursuant to the
Tender Offer until 10 business days after the applicable
Expiration Date or other date of termination of the Tender Offer.
Effect of Capped
Call Transaction on Notes Not Tendered
We anticipate terminating the capped call transaction that we
entered into with certain hedge counterparties at the time of
the pricing of the Notes. In connection with the capped call
transaction, these hedge counterparties or their affiliates have
purchased our common stock in the open market
and/or
entered into various derivative transactions with respect to our
common stock. In order to unwind their hedge positions, the
hedge counterparties or their
23
affiliates expect to sell our common stock in secondary market
transactions or unwind various derivative transactions with
respect to our common stock at the time of the Tender Offer. The
effect, if any, of any of these transactions and activities on
the market price of our common stock will depend in part on
market conditions and cannot be ascertained at this time, but
any of these activities could adversely affect the value of our
common stock and could have the effect of decreasing the price
of our common stock during any observation period related to an
exchange of any untendered Notes.
Limited Trading
Market
None of the Notes are listed on any national or regional
securities exchange. Quotations for securities that are not
widely traded, such as the Notes, may differ from actual trading
prices and should be viewed only as approximations. Holders are
urged to contact their brokers with respect to current
information regarding the Notes. To the extent that Notes are
tendered and accepted in the Tender Offer, any existing trading
market for the remaining Notes may become more limited. A debt
security with a smaller outstanding principal amount available
for trading (a smaller float) may command a lower
price than would a comparable debt security with a greater
float. The reduced float may also make the trading price of the
Notes that are not tendered and accepted for payment more
volatile. Consequently, the liquidity, market value and price
volatility of such Notes that remain outstanding may be
adversely affected. Holders of such unpurchased Notes may
attempt to obtain quotations for the Notes from their brokers;
however, there can be no assurance that any trading market will
exist for the Notes following consummation of the Tender Offer.
The extent of the public market for the Notes following
consummation of the Tender Offer will depend upon the number of
Holders remaining at such time, the interest in maintaining a
market in such Notes on the part of securities firms and other
factors.
Federal Income
Tax May Be Imposed on Payments to
Non-U.S.
Holders
Although the applicability of the Foreign Investment in Real
Property Tax Act of 1980, or FIRPTA, to the Notes is not
entirely clear, based on the law, facts and circumstances as
they currently exist, we intend to take the position that
payment of the Total Consideration to
Non-U.S. Holders
with respect to the Notes is not subject to U.S. income or
withholding tax under FIRPTA. However, the IRS could disagree
with our position. See Certain United States Federal
Income Considerations Tax Consequences to
Non-U.S. Holders.
Risks Associated
with Medical Properties Trusts Indebtedness
Ability to Pay
our Debt and Other Obligations
If our cash flow is inadequate to meet our and our
subsidiaries existing and future debt and other
obligations, we could face substantial liquidity problems. If we
are unable to generate sufficient cash flow or otherwise obtain
funds necessary to make required payments on the Notes
outstanding after the consummation of the Tender Offer or our
other obligations, we will be in default under the terms
thereof, which will permit the Holders of the Notes and our
other obligations to accelerate the maturity of the Notes and
such other obligations and also could cause defaults under
future indebtedness we may incur. Any such default could have a
material adverse effect on our business, prospects, financial
condition and operating results. In addition, we cannot assure
the Holders that we would be able to repay amounts due in
respect of the Notes if payment on the Notes were to be
accelerated following the occurrence of an Event of Default (as
defined in the indenture governing the Notes, as amended).
24
CERTAIN UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain
U.S. federal income tax consequences of the disposition of
Notes pursuant to the Tender Offer. This summary is based upon
the provisions of the Internal Revenue Code of 1986, as amended
(the Code), the applicable Treasury Regulations
promulgated thereunder, judicial authority, and current
administrative rulings and practice, all of which are subject to
change, possibly with retroactive effect. There can be no
assurance that the United States Internal Revenue Service
(IRS) would not assert, or that a court would not
sustain, a position contrary to any of those set forth below,
and we have not obtained, nor do we intend to obtain, a ruling
from the IRS or an opinion of counsel with respect to any of the
consequences described below.
As used in this discussion, the term
U.S. Holder means a beneficial owner of a Note
that is a United States person. A United States person is a
person that is, for U.S. federal income tax purposes:
(i) an individual who is a citizen or resident of the
United States, (ii) a corporation, or entity treated as a
corporation for U.S. federal income tax purposes, created
or organized in or under the laws of the United States or any
State thereof, or the District of Columbia, (iii) an estate
the income of which is subject to U.S. federal income tax
regardless of the source thereof, or (iv) a trust if either
(a) a United States court is able to exercise primary
supervision over its administration and one or more United
States persons have the authority to control all of its
substantial decisions, or (b) it has a valid election in
effect to be treated as a United States person. The term
Non-U.S. Holder
means a beneficial owner of a Note that is, for
U.S. federal income tax purposes, an individual,
corporation, estate or trust that is not a U.S. Holder.
This discussion does not purport to deal with all aspects of
U.S. federal income taxation that might be relevant to
particular beneficial owners of the Notes in light of their
personal circumstances or status, nor does it discuss the
U.S. federal income tax consequences to certain types of
beneficial owners of the Notes subject to special treatment
under the U.S. federal income tax laws such as banks,
financial institutions, insurance companies, retirement plans,
certain United States expatriates and former long-term residents
of the United States, dealers or traders in securities or
currencies, brokers, S corporations, partnerships or other
pass-through entities, real estate investment trusts, regulated
investment companies, tax-exempt organizations, individual
retirement accounts or other tax-deferred accounts, persons
holding the Notes as part of a straddle,
hedge, wash sale, constructive
sale, conversion transaction, or other
integrated investment, U.S. Holders whose functional
currency is not the U.S. dollar and
Non-U.S. Holders,
except as specifically described below. Moreover, this
discussion does not address the effect of any applicable state,
local or foreign tax laws or the alternative minimum tax.
This discussion assumes that U.S. Holders and
Non-U.S. Holders
hold the Notes as capital assets (as defined in
Section 1221 of the Code). This discussion is limited to
the U.S. federal income tax consequences to
U.S. Holders and
Non-U.S. Holders
disposing of Notes pursuant to the Tender Offer.
If a partnership (including for these purposes any other entity
or arrangement classified as a partnership for U.S. federal
income tax purposes) holds Notes, the tax treatment of a partner
generally will depend on the status of the partner, the
activities of the partnership and certain determinations made at
the partner level. Partnerships holding Notes and partners in
such partnerships should consult their own tax advisors as to
the tax consequences of a disposition of Notes pursuant to the
Tender Offer, including the application to their particular
situations of the tax considerations discussed below, as well as
the application of state, local or foreign tax laws.
Beneficial owners of the Notes are advised to consult their own
tax advisors as to the tax consequences of a disposition of
Notes pursuant to the Tender Offer, including the application
25
to their particular situations of the tax considerations
discussed below, as well as the application of state, local or
foreign tax laws.
Tax Consequences
to U.S. Holders
Sale of Notes
Pursuant to the Tender Offer
The receipt of cash for Notes pursuant to the Tender Offer will
be a taxable transaction for U.S. federal income tax
purposes. A U.S. Holder that receives cash in exchange for
Notes pursuant to the Tender Offer generally will recognize gain
or loss equal to the difference, if any, between (i) the
amount of cash received for such Notes (other than amounts
attributable to accrued and unpaid interest, which amounts will
be treated as ordinary interest income to the extent not
previously included in the U.S. Holders gross income,
regardless of whether the U.S. Holder otherwise recognizes
an overall loss on the sale of Notes pursuant to the Tender
Offer) and (ii) the U.S. Holders adjusted tax
basis in the tendered Notes. A U.S. Holders adjusted
tax basis in a Note generally will equal the cost of such Note
to such Holder, increased by any amounts of original issue
discount accrued with respect to such Note by such Holder and by
any amounts of market discount with respect to such Note that
such Holder has elected to include in income, and decreased (but
not below zero) by any amounts of amortizable bond premium with
respect to such Note that such Holder has previously elected to
use to offset interest income on a Note. Gain or loss will be
calculated separately for each block of Notes tendered by a
U.S. Holder. Subject to the market discount rules discussed
below, such gain or loss will be capital gain or loss and will
be long-term capital gain or loss if the U.S. Holder held
the Notes for more than one year.
An exception to the capital gain treatment described in the
preceding paragraph applies to a U.S. Holder who holds a
Note with market discount. Market discount is the
amount by which the principal amount of the Note (or, in the
case of a Note with original issue discount, the issue price of
the Note as increased by all original issue discount accrued
with respect to the Note before its acquisition) exceeded the
U.S. Holders tax basis in the Note immediately after
its acquisition, generally at a time other than the Notes
original issuance. A Note is considered to have no market
discount if such excess is less than
1/4
of 1% of the principal amount of the Note multiplied by the
number of complete years from the U.S. Holders
acquisition date of the Note to its maturity date. The gain
recognized by the U.S. Holder of a Note with market
discount will be treated as ordinary income to the extent that
market discount has accrued (on a straight line basis or, at the
election of the U.S. Holder, on a constant yield basis)
from the U.S. Holders acquisition date to the date of
sale, unless the U.S. Holder has elected to include market
discount in income currently as it accrues. Gain in excess of
such accrued market discount will be subject to the capital
gains rules described above.
Information
Reporting and Backup Withholding
In general, information reporting requirements will apply to
payments made to U.S. Holders, other than certain exempt
recipients (such as corporations), that sell their Notes
pursuant to the Tender Offer.
A U.S. Holder whose Notes are tendered and accepted for
payment pursuant to the Tender Offer may be subject to backup
withholding (currently at a 28% rate) with respect to the cash
proceeds from the sale of such Notes unless such Holder
(a) is a corporation or other exempt recipient and, when
required, establishes this exemption or (b) provides its
correct taxpayer identification number, certifies under
penalties of perjury that it is not currently subject to backup
withholding, and otherwise complies with the applicable
requirements of the backup withholding rules.
26
Backup withholding is not an additional tax. Any amounts
withheld under the backup withholding rules will be allowed as a
credit against the U.S. Holders U.S. federal
income tax liability, and may be refundable if such amounts
exceed such liability, provided the required information is
timely furnished to the IRS. The information reporting
requirements generally will apply regardless of whether backup
withholding is required.
Tax Consequences
to Non-U.S.
Holders
The rules governing U.S. federal income taxation of
Non-U.S. Holders
are complex and no attempt will be made to provide more than a
brief summary of such rules.
Non-U.S. Holders
should consult their own tax advisors to determine the effect of
U.S. federal, state, local and
non-U.S. tax
laws, as well as tax treaties, with regard to a sale of the
Notes pursuant to the Tender Offer.
Sale of Notes
Pursuant to the Tender Offer
Subject to the discussion of backup withholding below, any gain
realized by a
Non-U.S. Holder
upon the receipt of cash (other than cash attributable to
accrued and unpaid interest) in exchange for a Note pursuant to
the Tender Offer generally will not be subject to
U.S. federal income or withholding tax so long as:
(i) the gain is not effectively connected with the conduct
of a trade or business in the United States by the
Non-U.S. Holder,
(ii) in the case of a foreign individual, the
Non-U.S. Holder
is not present in the United States for 183 days or more in
the taxable year, and (iii) the Notes do not constitute
United States real property interests, or USRPIs,
within the meaning of the Foreign Investment in Real Property
Tax Act (FIRPTA).
Under FIRPTA, notes generally will be treated as USRPIs if they
are exchangeable for interests in stock of a domestic
corporation and the majority of the domestic corporations
assets consists of interests in U.S. real property, as is
expected to be the case with Medical Properties. However,
although the law is not entirely clear, Notes held by a
Non-U.S. Holder
may be exempt from treatment as a USRPI under FIRPTA if
(i) the common stock into which the notes are exchangeable
is part of a class of stock that is regularly traded on an
established securities market and such
Non-U.S. Holder
holds Notes that, on the date of their acquisition, had a fair
market value equal to or less than the fair market value on that
date of five percent of the Medical Properties common stock
(assuming such
Non-U.S. Holder
does not, actually or constructively pursuant to certain
attribution rules, own any other interest in Medical
Properties), or (ii) Medical Properties is and remains at
all times a domestically-controlled REIT. Medical Properties
will be a domestically-controlled REIT on the Settlement Date if
at all times during the preceding five-year period it has been a
REIT and less than 50% in value of its stock has been held
directly or indirectly by
non-U.S. persons.
Medical Properties Trust believes that, currently, it is a
domestically controlled REIT but can not assure you that it is a
domestically-controlled REIT, and even if it currently is,
because its common stock is publicly traded, there can be no
assurance that it will continue to be a domestically controlled
REIT at the time of the Settlement Date. Furthermore, while
Medical Properties common stock is currently regularly traded on
an established securities market, there can be no assurance that
it will continue to be so traded in the future.
Although the application of the above exceptions from FIRPTA to
the Notes is not entirely clear, based on the law, facts and
circumstances as they currently exist, we currently intend to
take the position that the Notes will not constitute USRPIs as
of the Settlement Date provided that at such time either
(i) Medical Properties common stock is regularly traded on
an established securities market and the applicable
Non-U.S. Holder
does not exceed the ownership limits described above; or
(ii) Medical Properties continues to believe that it is and
has been a domestically controlled REIT. Accordingly, provided
these conditions continue to be met, we currently do not intend
to withhold U.S. federal income tax from payment of the
27
Tender Offer Consideration to a
Non-U.S. Holder.
However, it is possible that the IRS could disagree with our
position, in which case any
Non-U.S. Holder
would be liable for U.S. federal income tax under FIRPTA
upon the payment of the cash in exchange for Notes pursuant to
the Tender Offer, and could be liable for interest and penalties
if such
Non-U.S. Holder
fails to timely file a U.S. federal income tax return and
pay such tax when due. If neither of the conditions described
above apply, we intend to withhold 10% of any amounts payable to
a
Non-U.S. Holder
on payment of the Tender Offer Consideration.
Amounts
Attributable to Accrued and Unpaid Interest
The gross amount of cash payments attributable to accrued and
unpaid interest paid to a
Non-U.S. Holder
pursuant to the Tender Offer generally will not be subject to
U.S. federal income or withholding tax, provided that:
|
|
|
|
|
the
Non-U.S. Holder
does not actually or constructively own 10% or more of the
capital or profits interests of the Operating Partnership;
|
|
|
|
the
Non-U.S. Holder
is not (a) a controlled foreign corporation
that is a related person with respect to the
Operating Partnership (each within the applicable meaning of the
Code) or (b) a bank that received the Notes on an extension
of credit made pursuant to a loan agreement entered into in the
ordinary course of its trade or business;
|
|
|
|
the accrued and unpaid interest is not effectively connected
with the conduct by the
Non-U.S. Holder
of a trade or business within the United States; and
|
|
|
|
the Company or its paying agent has received or receives
appropriate documentation establishing that the
Non-U.S. Holder
is not a United States person.
|
A
Non-U.S. Holder
that does not qualify for exemption from U.S. federal
income tax under the above exceptions may nevertheless be
entitled to the benefits of an income tax treaty under which the
interest is exempt from U.S. federal withholding tax if the
Non-U.S. Holder
provides an IRS
Form W-8BEN
claiming the exemption. A
Non-U.S. Holder
that is not entitled to the benefits of such an income tax
treaty and that does not otherwise qualify for exemption from
U.S. federal income tax under the above exceptions
generally will be subject to withholding of U.S. federal
income tax at a 30% rate (or lower applicable treaty rate) on
payments of accrued and unpaid interest that are not effectively
connected with the conduct of a United States trade or business.
Income
Effectively Connected with a U.S. Trade or Business
If a payment received in respect of accrued and unpaid interest
on Notes or gain realized by a
Non-U.S. Holder
on a sale of Notes pursuant to the Tender Offer is effectively
connected with the conduct by a
Non-U.S. Holder
of a trade or business within the United States (and, if
required by an applicable income tax treaty, is attributable to
a permanent establishment in the United States maintained by the
Non-U.S. Holder),
such interest or gain will be subject to U.S. federal
income tax on a net income basis generally in the same manner as
a U.S. Holder (and, with respect to corporate
Non-U.S. Holders,
may also be subject to a 30% branch profits tax). If accrued and
unpaid interest is effectively connected with a United States
trade or business (and, if an income tax treaty applies, is
attributable to a U.S. permanent establishment), such
payments will not be subject to U.S. withholding tax so
long as the relevant
Non-U.S. Holder
provides the Company or its paying agent with the appropriate
documentation.
Non-U.S. Holders
should consult their own tax advisors regarding the availability
of a refund of any U.S. withholding tax.
28
Information
Reporting and Backup Withholding
Information returns will be filed with the IRS in connection
with payments on the notes. Information reporting requirements
and backup withholding generally will not apply to the payment
of cash pursuant to the Tender Offer to a
Non-U.S. Holder
in exchange for a Note if an appropriate IRS
Form W-8
is duly provided by such holder, provided that the withholding
agent does not have actual knowledge that the holder is a United
States person. Information reporting requirements and backup
withholding will not apply to the payment of cash to a
Non-U.S. Holder
in exchange for a Note in a sale effected outside the United
States by a foreign office of a broker (as defined
in applicable Treasury Regulations), unless such broker
(i) is a United States person, (ii) derives 50% or
more of its gross income for certain periods from the conduct of
a trade or business in the United States, (iii) is a
controlled foreign corporation within the meaning of the Code or
(iv) is a U.S. branch of a foreign bank or a foreign
insurance company. Payment of the cash in any such sale effected
outside the United States by a foreign office of any broker that
is described in (i), (ii) or (iii) of the preceding
sentence will not be subject to backup withholding, but will be
subject to the information reporting requirements unless such
broker has documentary evidence in its records that the
beneficial owner is a
Non-U.S. Holder
and certain other conditions are met, or the beneficial owner
otherwise establishes an exemption. Payment of the cash to a
Non-U.S. Holder
in any such sale to or through the United States office of a
broker is subject to information reporting and backup
withholding requirements, unless the beneficial owner of the
note duly provides an appropriate IRS
Form W-8
or otherwise establishes an exemption. Any amount withheld from
a payment to a holder of a note under the backup withholding
rules is allowable as a credit against such holders
U.S. federal income tax liability (which might entitle such
holder to a refund), provided that such holder furnishes the
required information to the IRS.
THE FOREGOING DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT A
TAX ADVICE. ACCORDINGLY, EACH BENEFICIAL OWNER OF
NOTES SHOULD CONSULT ITS TAX ADVISOR WITH RESPECT TO THE
TAX CONSEQUENCES OF TENDERING NOTES, INCLUDING THE APPLICABILITY
AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
29
DEALER MANAGER;
DEPOSITARY; INFORMATION AGENT
We have retained Deutsche Bank Securities Inc. to act as Dealer
Manager (the Dealer Manager) in connection with the
Tender Offer. The Dealer Manager may contact Holders regarding
the Tender Offer and may request brokers, dealers and other
nominees to forward this Offer to Purchase and related materials
to beneficial owners of the Notes.
We have agreed to pay the Dealer Manager a fee for its services
as Dealer Manager in connection with the Tender Offer. In
addition, we will reimburse the Dealer Manager for its
reasonable
out-of-pocket
expenses. We have also agreed to indemnify the Dealer Manager
and its affiliates against certain liabilities in connection
with its services, including liabilities under the federal
securities laws. At any given time, the Dealer Manager and its
affiliates may trade the Notes or other securities of Medical
Properties Trust or the Operating Partnership for its own
account or for the accounts of its customers and, accordingly,
may hold a long or short position in the Notes.
The Dealer Manager is acting as joint book runner in the Equity
Offering and has provided in the past,
and/or is
currently providing, other investment and commercial banking and
financial advisory services to us. The Dealer Manager and its
affiliates may in the future provide various investment and
commercial banking and other services to us for which it would
receive customary compensation from us.
Global Bondholder Services Corporation has been appointed
Depositary (the Depositary) for the Tender Offer.
All deliveries and correspondence sent to the Depositary should
be directed to the address set forth on the back cover of this
Offer to Purchase. We have agreed to pay the Depositary
reasonable and customary fees for its services and to reimburse
the Depositary for its reasonable
out-of-pocket
expenses in connection therewith. We have also agreed to
indemnify the Depositary for certain liabilities, including
liabilities under the federal securities laws.
Global Bondholder Services Corporation has been appointed
Information Agent (the Information Agent) for the
Tender Offer. Requests for additional copies of documentation
may be directed to the Information Agent at the address set
forth on the back cover of this Offer to Purchase.
In connection with the Tender Offer, directors and officers of
Medical Properties Trust and regular employees of Medical
Properties Trust (who will not be specifically compensated for
such services) may solicit tenders by use of the mails,
personally or by telephone.
30
MISCELLANEOUS
The Tender Offer is being made to all Holders of Notes. We are
not aware of any jurisdiction in which the making of the Tender
Offer is not in compliance with applicable law. In any
jurisdiction in which the Tender Offer is required to be made by
a licensed broker or dealer, they shall be deemed to be made by
the Dealer Manager on behalf of Medical Properties Trust or one
or more registered brokers or dealers licensed under the laws of
such jurisdiction. If we become aware of any jurisdiction in
which the making of the Tender Offer would not be in compliance
with applicable law, we will make a good faith effort to comply
with any such law. If, after such good faith effort, we cannot
comply with any such law, the Tender Offer will not be made to
(nor will tenders of Notes be accepted from or on behalf of) the
owners of Notes residing in any such jurisdiction.
No person has been authorized to give any information or make
any representation on behalf of Medical Properties Trust, the
Dealer Manager, the Depositary or the Information Agent that is
not contained in this Offer to Purchase or in the Letter of
Transmittal and, if given or made, such information or
representation must not be relied upon as having been authorized.
31
The Depositary
for the Tender Offer is:
Global
Bondholder Services Corporation
|
|
|
By Mail, Overnight
Courier or Hand:
Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, New York 10006
Attention: Corporate Actions
|
|
By Facsimile Transmission (for Eligible Institutions only): (212) 430-3775 Attention: Corporate Actions
For Confirmation by Telephone: (212) 430-3774
|
Any questions regarding procedures for tendering Notes or
requests for additional copies of this Offer to Purchase should
be directed to the Information Agent at its address and
telephone numbers set forth below. Questions regarding the terms
of the Tender Offer should be directed to the Dealer Manager at
its address and telephone numbers set forth below.
The Information
Agent for the Tender Offer is:
Global Bondholder Services
Corporation
65 Broadway, Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers, Call Collect:
(212) 430-3774
All Others Call Toll-Free:
(866) 470-4300
The Dealer Manager for the Tender Offer is:
Deutsche Bank Securities
Inc.
100 Plaza One
Jersey City, New Jersey 07311
U.S toll free:
(800) 503-4611
Email: prospectus.cpdg@db.com
exv99waw1wb
LETTER OF
TRANSMITTAL
OF
MEDICAL
PROPERTIES TRUST, INC.
OFFER TO PURCHASE
FOR CASH ANY AND ALL OF MPT OPERATING PARTNERSHIP L.P.S
OUTSTANDING 6.125% EXCHANGEABLE SENIOR NOTES DUE
2011
|
|
|
|
|
CUSIP Number
|
|
Issuer
|
|
Title of Security
|
|
55342NAE0
|
|
MPT Operating Partnership, L.P.
|
|
6.125% Exchangeable Senior Notes due 2011
|
PURSUANT TO THE
OFFER TO PURCHASE DATED APRIL 12, 2010
THE TENDER OFFER (AS DEFINED
BELOW) WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MAY
7, 2010 (INCLUSIVE OF MAY 7, 2010), UNLESS EXTENDED OR EARLIER
TERMINATED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED, THE
EXPIRATION DATE). HOLDERS OF THE NOTES (AS DEFINED
BELOW) MUST VALIDLY TENDER (AND NOT VALIDLY WITHDRAW) THEIR
NOTES ON OR PRIOR TO THE EXPIRATION DATE IN ORDER TO
RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED BELOW).
NOTES MAY BE WITHDRAWN AT OR PRIOR TO 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MAY 7, 2010 (INCLUSIVE OF MAY 7, 2010),
UNLESS EXTENDED (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED, THE WITHDRAWAL DATE), BUT NOT
THEREAFTER.
The Depositary for the Tender
Offer is:
GLOBAL BONDHOLDER SERVICES
CORPORATION
By facsimile:
(For Eligible Institutions
only)
(212) 430-3775
Confirmation:
(212) 430-3774
|
|
|
|
|
By Mail:
65 BroadwaySuite 404
New York, NY 10006
|
|
By Overnight Courier:
65 BroadwaySuite 404
New York, NY 10006
|
|
By Hand:
65 BroadwaySuite 404
New York, NY 10006
|
DELIVERY OF THIS LETTER OF TRANSMITTAL BY ANY MEANS OTHER
THAN AS PROVIDED HEREIN WILL NOT CONSTITUTE A VALID DELIVERY.
The instructions contained herein should be read carefully
before this Letter of Transmittal (as defined below) is
completed and signed. All capitalized terms used herein and not
defined herein shall have the meanings ascribed to them in the
Offer to Purchase of Medical Properties Trust, Inc., dated
April 12, 2010 (as the same may be amended or supplemented
from time to time, the Offer to Purchase). To the
extent there are any conflicts between the terms and conditions
of this Letter of Transmittal and the terms and conditions of
the Offer to Purchase, the terms and conditions of the Offer to
Purchase shall control.
Any questions related to the procedure for tendering Notes
and requests for assistance may be directed to either the Dealer
Manager or the Information Agent, each at its address and
telephone numbers set forth on the back cover of this Letter of
Transmittal. Requests for additional copies of the Offer to
Purchase, this Letter of Transmittal, or any other documents may
be directed to the Information Agent at the address and
telephone numbers set forth on the back cover of this Letter of
Transmittal.
This Letter of Transmittal and the instructions hereto (the
Letter of Transmittal) and the Offer to Purchase
constitute an offer (the Tender Offer) by Medical
Properties Trust, Inc. (Medical Properties Trust) to
purchase the 6.125% Exchangeable Senior Notes due 2011 (the
Notes) for cash, on the terms and subject to the
conditions set forth in the Offer to Purchase and this Letter of
Transmittal. The Notes were issued by and represent obligations
of MPT Operating Partnership, L.P. (the Operating
Partnership).
All of the Notes are held in book-entry form through the
facilities of The Depository Trust Company
(DTC) and may only be tendered by book-entry
transfer to the Depositarys account at DTC. As described
in the Offer to Purchase, any Holder desiring to tender Notes
should (a) tender through DTC pursuant to DTCs
Automated Tender Offer Program (ATOP),
(b) request the Holders broker, dealer, commercial
bank, trust company or other nominee to effect the transaction,
or (c) if the Notes are held in certificated form, complete
and sign this Letter of Transmittal or a facsimile copy of this
Letter of Transmittal in accordance with the instructions in
this Letter of Transmittal, mail or deliver it and any other
required documents to the Depositary, and deliver the
certificates for the tendered Notes to the Depositary (or
transfer such Notes pursuant to the book-entry transfer
procedures described herein). The proper procedures for
tendering Notes pursuant to the Tender Offer are described in
the Offer to Purchase under the caption Terms of the
Tender OfferProcedures for Tendering.
A tender will be deemed to have been received only when the
Depositary receives (i) either a duly completed
Agents Message through the facilities of DTC at the
Depositarys DTC account or a properly completed Letter of
Transmittal, and (ii) confirmation of book-entry transfer
of the Notes into the Depositarys applicable DTC account.
You may submit only one Agents Message or Letter of
Transmittal for the Notes tendered.
Notwithstanding any other provision of the Tender Offer, the
obligations of Medical Properties Trust to accept for purchase,
and to pay the applicable Total Consideration, plus the amount
of accrued and unpaid interest thereon from the last interest
payment date to, but not including, the Settlement Date, for
Notes validly tendered pursuant to the Tender Offer is subject
to and conditioned upon the satisfaction of (or, where
applicable, waiver by Medical Properties Trust) all applicable
conditions described under Terms of the Tender
OfferConditions to the Tender Offer in the Offer to
Purchase.
Tenders of Notes may be withdrawn at any time on or prior to the
Withdrawal Date, unless extended, in which case the tenders of
Notes may be withdrawn on or prior to the date to which the
Withdrawal Date is extended.
Medical Properties Trust will pay to you, or cause its
subsidiaries to pay you the applicable Total Consideration for
your validly tendered (and not validly withdrawn) Notes that
Medical Properties Trust accepts pursuant to the Tender Offer,
plus an amount equal to any accrued and unpaid interest on such
Notes to, but not including, the Settlement Date, in cash
promptly after the applicable Expiration Date.
2
In the event that the Tender Offer is withdrawn or otherwise
not completed, neither the Total Consideration that might
otherwise have been applicable, nor the accrued interest on the
tendered Notes mentioned above, will be paid or become payable
to Holders who have tendered such Notes in the Tender Offer, and
any such Notes tendered pursuant to the Tender Offer will be
returned to the tendering Holders.
To properly complete this Letter of Transmittal, a Holder must:
|
|
|
|
|
complete the information in the appropriate box(es) under the
heading entitled, Description of Notes Tendered;
|
|
|
|
sign this Letter of Transmittal by completing the box entitled
Please Sign Here;
|
|
|
|
if appropriate, check and complete the box entitled
Special Payment and Delivery Instructions; and
|
|
|
|
complete the enclosed substitute
Form W-9
or other withholding forms described herein.
|
The Tender Offer is not being made to (nor will tenders of
Notes be accepted from or on behalf of) Holders in any
jurisdiction in which the making or acceptance of the Tender
Offer would not be in compliance with the laws of such
jurisdiction.
3
DESCRIPTION OF
NOTES TENDERED
DESCRIPTION OF
6.125% EXCHANGEABLE SENIOR NOTES DUE 2011
Indicate in the box below the aggregate principal amount
of 6.125% Exchangeable Senior Notes due 2011 (the
Notes) to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the principal
amount of Notes being tendered on a separately executed schedule
and affix the schedule to this Letter of Transmittal.
|
|
|
|
|
|
|
|
|
|
|
Name(s) and Address(es) of Holder(s) or Name of
|
|
|
|
|
|
|
DTC Participant and Participants DTC Account
|
|
|
Aggregate
|
|
|
Principal
|
Number in which Notes are Held
|
|
|
Principal Amount
|
|
|
Amount
|
(Please fill in, if blank)
|
|
|
Represented*
|
|
|
Tendered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Unless otherwise indicated in the column labeled
Principal Amount Tendered and subject to the terms
and conditions of the Offer to Purchase, a Holder will be deemed
to have tendered the entire aggregate principal amount
represented by the Notes indicated in the column labeled
Aggregate Principal Amount Represented. See
Instruction 3.
|
|
|
|
|
|
|
|
|
|
|
|
4
NOTE: SIGNATURES
MUST BE PROVIDED BELOW
PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
By execution hereof, the undersigned hereby acknowledges receipt
of the Offer to Purchase, dated April 12, 2010 (the
Offer to Purchase), of Medical Properties Trust,
Inc. (Medical Properties Trust), and this Letter of
Transmittal (the Letter of Transmittal and, together
with the Offer to Purchase, the Offer Documents)
relating to Medical Properties Trusts tender offer (the
Tender Offer) to purchase for cash, upon the terms
and subject to the conditions set forth in the Offer Documents,
any and all of MPT Operating Partnership, L.P.s
outstanding 6.125% Exchangeable Senior Notes due 2011 (the
Notes) at a purchase price in the amount of $1,030
per $1,000 principal amount (the Total
Consideration), determined in accordance with the Tender
Offer and as set forth in the Offer to Purchase. Any such Notes
purchased will be cancelled.
The Tender Offer will expire at 12:00 midnight, New York City
time, on May 7, 2010 (inclusive of May 7, 2010),
unless extended or earlier terminated with respect to the Notes
by Medical Properties Trust in its sole discretion (such date
and time, as the same may be extended, the Expiration
Date).
Upon the terms and subject to the conditions of the Tender
Offer, the undersigned hereby tenders to Medical Properties
Trust the principal amount of Notes indicated above.
Subject to, and effective upon, acceptance for purchase of Notes
tendered in accordance with the terms and subject to the
conditions of the Tender Offer, including, if the Tender Offer
is extended or amended with respect to the Notes, the terms and
conditions of the extension or amendment, the undersigned hereby
agrees to sell, assign and transfer to, or upon the order of,
Medical Properties Trust all rights, title and interests in and
to all Notes tendered and releases and discharges Medical
Properties Trust and MPT Operating Partnership, L.P. from any
and all claims such Holder may now have, or may have in the
future, arising out of, or related to, the Notes validly
tendered and not withdrawn and accepted for purchase by Medical
Properties Trust, including, without limitation, any claims
arising from any existing or past defaults, or any claims that
such Holder is entitled to receive additional principal or
interest payments with respect to the Notes (other than any
accrued and unpaid interest to be paid by Medical Properties
Trust in connection with the Tender Offer) or to participate in
any redemption or defeasance of the Notes. The undersigned
hereby irrevocably constitutes and appoints the Depositary as
the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Notes, with full power of
substitution, with full knowledge that the Depositary also acts
as the agent of Medical Properties Trust (the power of attorney
being deemed to be an irrevocable power coupled with an
interest), to present such Notes and all evidences of transfer
and authenticity to, or transfer ownership of, such Notes on the
account books maintained by DTC to, or upon the order of,
Medical Properties Trust and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Notes, all
in accordance with the terms and subject to the conditions of
the Tender Offer.
The undersigned understands and acknowledges that the Tender
Offer will expire on the Expiration Date, unless extended or
earlier terminated by Medical Properties Trust in its sole
discretion.
The undersigned understands and acknowledges that the Notes
tendered pursuant to the Tender Offer may not be withdrawn after
the Expiration Date, except in limited circumstances. If Medical
Properties Trust is required by law (as determined by Medical
Properties Trust) to permit withdrawal, then the Notes
previously tendered, as the case may be, may be validly
withdrawn until the expiration of ten business days after the
date that notice of any such change or requirement is first
published or given or sent to Holders by Medical Properties
Trust. In addition, in the event of a termination of the Tender
Offer without any Notes being purchased, the Notes not purchased
will be promptly returned to the tendering Holders.
The undersigned understands and acknowledges that tenders of
Notes pursuant to any of the procedures described in the Offer
Documents and acceptance of tendered Notes by Medical Properties
5
Trust for purchase will constitute a binding agreement between
the undersigned and Medical Properties Trust upon the terms and
subject to the conditions of the Tender Offer in effect on the
Expiration Date.
Unless otherwise indicated below in the box entitled
Special Payment and Delivery Instructions, please
issue and mail the check for payment with respect to any Notes
accepted for payment to the address(es) of the registered
Holder(s) appearing above under Description of Notes
Tendered. Similarly, unless otherwise indicated below in
the box entitled Special Payment and Delivery
Instructions, please credit the account maintained at DTC
appearing above under Description of Notes Tendered
with any Notes not accepted for payment.
In the event of a termination of the Tender Offer, the
respective tendered Notes will be credited to such Holders
account through DTC and such Holders DTC participant,
unless otherwise indicated below in the box entitled
Special Payment and Delivery Instructions. The
undersigned recognizes, however, that Medical Properties Trust
has no obligations pursuant to the Special Payment and
Delivery Instructions box provisions of this Letter of
Transmittal to transfer any Note from the name of the registered
Holder(s) thereof if Medical Properties Trust does not accept
for payment any of the principal amount of such Notes.
The undersigned covenants, represents and warrants to Medical
Properties Trust that, in connection with its tender of the
Notes indicated in the box above pursuant hereto:
1. the undersigned has received a copy of this document and
the Offer to Purchase and agrees to be bound by all the terms
and conditions of the Tender Offer;
2. the undersigned has full power and authority to tender,
sell, assign and transfer the Notes tendered hereby;
3. the undersigned has assigned and transferred such Notes
to the Depositary and irrevocably constitutes and appoints the
Depositary as its, his or her true and lawful agent and
attorney-in-fact to cause such Notes to be tendered in the
Tender Offer, that power of attorney being irrevocable and
coupled with an interest, subject only to the right of
withdrawal (described in the Offer to Purchase), it being
understood that the right of withdrawal terminates on the
Withdrawal Date, subject to certain exceptions required by law;
4. the undersigneds Notes are being tendered, and
will, when accepted by the Depositary, be free and clear of all
charges, liens, restrictions, claims, equitable interests and
encumbrances, other than the claims of a Holder under the terms
of the Tender Offer; and
5. the undersigned will, upon Medical Properties
Trusts request or the request of the Depositary, as
applicable, execute and deliver any additional documents
necessary or desirable to complete the tender of such Notes.
The Holder of each Note tendered and accepted for payment will
receive interest, if any, thereon from the last interest payment
date to, but not including, the purchase date for such Notes,
upon the terms and subject to the conditions described in the
Offer to Purchase. Under no circumstances will any interest be
payable because of any delay in the transmission of funds to
Holders by the Depositary.
The undersigneds agent, by delivering, or causing to be
delivered, those Notes and the completed Agents Message or
a completed Letter of Transmittal, to the Depositary is
representing and warranting that the undersigned, as owner of
the Notes, has represented, warranted and agreed to each of the
above. The undersigned understands that Medical Properties
Trusts acceptance of the Notes tendered pursuant to the
procedures described in the section captioned Terms of the
Tender OfferProcedures for Tendering of the Offer to
Purchase and in the instructions to this Letter of Transmittal
will constitute a binding agreement between the undersigned and
Medical Properties Trust upon the terms and subject to the
conditions of the Tender Offer.
6
The name(s) and address(es) of the DTC participant should be
printed, if they are not already printed above, exactly as they
appear on a security position listing as the owner of the Notes.
The undersigned recognizes that under the circumstances set
forth in the Offer to Purchase, Medical Properties Trust may
terminate or amend the Tender Offer.
For purposes of the Tender Offer, the undersigned understands
that Medical Properties Trust will be deemed to have accepted
for purchase validly tendered Notes, or defectively tendered
Notes with respect to which Medical Properties Trust has waived
such defect, if, as and when Medical Properties Trust gives oral
or written notice thereof to the Depositary.
All authority conferred or agreed to be conferred by this Letter
of Transmittal will survive the death or incapacity of the
undersigned, and all obligations of the undersigned hereunder
will be binding on the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in
bankruptcy and legal representatives of the undersigned. Except
as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the delivery and surrender of
the Notes is not effective, and the risk of loss of the Notes
does not pass to the Depositary, until receipt by the Depositary
of (a) a properly transmitted Agents Message or
(b) a properly completed and duly executed Letter of
Transmittal and the certificates of the tendered Notes
accompanying the Letter of Transmittal together with all
accompanying evidences of authority and any other required
documents in form satisfactory to Medical Properties Trust. All
questions as to the form of all documents and the validity
(including time of receipt) and acceptance of tenders and
withdrawals of Notes will be determined by Medical Properties
Trust, which determination shall be final and binding.
7
PLEASE SIGN
HERETo Be Completed By All Tendering Holders
(Please Complete and Return with enclosed substitute
Form W-9
or other applicable IRS Form,
unless an Agents Message is Delivered through the
Facilities of DTC)
This Letter of Transmittal must be signed, if tendered by a DTC
participant, exactly as such DTC participants name appears
on a security position listing as the owner of Notes. If the
signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary
or representative capacity, such person must set forth his or
her full title below under Capacity and submit
evidence satisfactory to Medical Properties Trust of such
persons authority to so act. See Instruction 4 below.
(Signature(s) of Holder(s) or
Authorized Signatory)
Dated:
, 2010.
(Please Print)
(Including Zip Code)
|
|
Area Code and
Telephone No.: |
|
PLEASE COMPLETE
ENCLOSED SUBSTITUTE
FORM W-9
OR OTHER APPLICABLE IRS FORM
SIGNATURE
GUARANTEE (See Instruction 4 below)
Certain Signatures Must be Guaranteed by a Medallion Signature
Guarantor
(Name of Medallion Signature
Guarantor Guaranteeing Signature)
(Address (including zip code)
and Telephone Number (including area code) of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Date:
, 2010.
8
SPECIAL PAYMENT
AND DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 6, 7 and 8)
To be completed ONLY if Notes in a principal amount not tendered
or not accepted for purchase are to be issued in the name of, or
if the payment check for the applicable Total Consideration for
the Notes, plus accrued interest, is to be issued to the order
of, someone other than the person or persons whose signature(s)
appears within this Letter of Transmittal, or issued to an
address different from that shown in the applicable box(es)
under the heading entitled Description of Notes
Tendered within this Letter of Transmittal, or if Notes
tendered by book-entry transfer that are not accepted for
purchase are to be credited to an account maintained at the
book-entry transfer facility other than the one designated above.
(Please Print)
(Including Zip Code)
Taxpayer
Identification Number, Social Security Number
or Employer Identification Number
(See enclosed substitute
Form W-9,
or other applicable IRS Form)
|
|
o |
Credit unpurchased Notes by book-entry to the book-entry
transfer facility account set forth below:
|
9