UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 8, 2013

 

 

MEDICAL PROPERTIES TRUST, INC.

MPT OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

Commission File Number 001-32559

 

Maryland Delaware		20-0191742 20-0242069
(State or other jurisdiction of incorporation or organization )		(I. R. S. Employer Identification No.)
1000 Urban Center Drive, Suite 501 Birmingham, AL		35242
(Address of principal executive offices)		(Zip Code)

(205) 969-3755

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item1.01. Entry into a Material Definitive Agreement.

On August 8, 2013, affiliates of Medical Properties Trust, Inc. (the “Company”) entered into a purchase and sale agreement (the “Agreement”) with affiliates of IASIS Healthcare LLC (“IASIS”) (the “Seller”) for the acquisition of the real estate associated with three general acute care hospitals for an aggregate purchase price of $283.3 million, which will be leased back to IASIS. The leases will have 15-year terms with renewal options, and provide for annual increases based on the consumer price index, limited to a 2.5% ceiling.

The table below sets forth pertinent details with respect to the three facilities as of August 14, 2013:

 

Property

State

Beds

Square Feet

Mountain Vista Medical Center, LP

AZ

178

405,011

IASIS Glenwood Regional Medical Center, LP

LA

268

330,323

The Medical Center of Southeast Texas, LP

TX

224

349,461

The acquisition is subject to customary real estate, regulatory and other closing conditions.

Pursuant to the Agreement, the Company has made good faith deposits in an aggregate amount of $14.1 million. If the acquisition is not consummated due to the Company’s material default or breach, the Seller will be entitled to terminate the Agreement and retain the good faith deposit. If the acquisition is not consummated due to the Seller’s material default or breach, the Company will be entitled to either (i) sue for the specific performance or (ii) the return of the good faith deposit.

In addition to the pending relationships described in the Agreement, an affiliate of the Company is presently lessor of a separate hospital facility, Pioneer Valley Hospital in West Valley City, UT, to a separate affiliate of IASIS. In connection with closing of the transactions contemplated by the Agreement, the lease with respect to this facility will be amended to provide, among other things, for approximately $2.0 million in funding from the lessor for property improvements, and an extension of its term from 2019 to 2028.

Item 7.01. Regulation FD Disclosure

On August 14, 2013, the Company issued a press release announcing the Agreement, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission, except as expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press release dated August 14, 2013

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 14, 2013

 

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Exhibit 99.1

 

 

MEDICAL PROPERTIES TRUST, INC. TO ACQUIRE THE REAL ESTATE ASSETS

OF THREE IASIS HOSPITALS IN $283.3 MILLION

SALE / LEASEBACK TRANSACTION

Birmingham, AL – August 14, 2013 – Medical Properties Trust, Inc. (the “Company”) (NYSE: MPW) today announced affiliates of IASIS Healthcare LLC are the sellers / lessees under the recently announced $283.3 million three hospital real estate acquisitions.

Under the terms of the transaction, which is subject to customary conditions and is expected to close during the third quarter, MPT will acquire the real estate assets of Mountain Vista Medical Center in Mesa, Arizona, which has 178 beds; Glenwood Regional Medical Center in West Monroe, Louisiana, which has 268 beds; and The Medical Center of Southeast Texas, in Port Arthur, which has 224 beds.

As part of the agreement, IASIS and MPT have agreed to adjust the rental rate, add $2.0 million of improvements funded by MPT and to extend the 2019 maturity of MPT’s existing lease of the Pioneer Valley Hospital through 2028. All of the IASIS leases are cross-defaulted and have a common initial term of 15 years.

IASIS is one of the largest for-profit acute care operators in the U.S. according to Modern Healthcare, with total annual net revenue of approximately $2.4 billion. IASIS owns and operates 19 acute care hospitals, one behavioral health hospital, several outpatient service facilities, more than 160 physician clinics, and Medicaid and Medicare managed health plans in Arizona and Utah that serve more than 176,000 members.

“We are excited about this significant expansion of our relationship with IASIS,” said Edward K. Aldag, Jr., Chairman, President and CEO of Medical Properties Trust. “This transaction demonstrates the opportunities inherent in a sale and leaseback structure for sophisticated employers of capital like IASIS that seek low cost capital while retaining control of its facilities.”

 

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About Medical Properties Trust, Inc.

Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real estate investment trust formed to capitalize on the changing trends in healthcare delivery by acquiring and developing net-leased healthcare facilities. These facilities include inpatient rehabilitation hospitals, long-term acute care hospitals, regional acute care hospitals, ambulatory surgery centers and other single-discipline healthcare facilities. For more information, please visit the Company’s website at www.medicalpropertiestrust.com.

The statements in this press release that are forward looking are based on current expectations and actual results or future events may differ materially. Words such as “expects,” “believes,” “anticipates,” “intends,” “will,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company or future events to differ materially from those expressed in or underlying such forward-looking statements, including without limitation: the capacity of the Company’s tenants to meet the terms of their agreements; Normalized FFO per share; expected payout ratio, the amount of acquisitions of healthcare real estate, if any; capital markets conditions, the repayment of debt arrangements; statements concerning the additional income to the Company as a result of ownership interests in certain hospital operations and the timing of such income; the restructuring of the Company’s investments in non-revenue producing properties; the payment of future dividends, if any; completion of additional debt arrangement, and additional investments; national and economic, business, real estate and other market conditions; the competitive environment in which the Company operates; the execution of the Company’s business plan; financing risks; the Company’s ability to maintain its status as a REIT for federal income tax purposes; acquisition and development risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally or healthcare real estate in particular. For further discussion of the factors that could affect outcomes, please refer to the “Risk factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, and as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q and other SEC filings. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to update the information in this press release.

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