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): September 26, 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 Rule 425 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)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
Acquisition of healthcare property portfolio from affiliates of IASIS Healthcare LLC
On September 26, 2013, Medical Properties Trust, Inc. (the “Company”) completed the previously announced acquisition of three general acute care hospitals operated by IASIS Healthcare LLC (“IASIS”) for an aggregate purchase price of $283.3 million, which will be leased back to IASIS. The leases have 15-year terms with renewal options, and provide for annual rent increases based on the consumer price index, limited to a 2.5% ceiling.
Item 7.01. Regulation FD Disclosure.
On September 30, 2013, the Company issued a press release announcing the completion of the IASIS acquisition, 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 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 references in any such filing.
Item 9.01. Financial Statements and Exhibits.
The table below sets forth pertinent details with respect to the three facilities:
| 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 sources of cash to fund the purchase price included approximately $140.0 million in net proceeds from the Company’s common stock offering completed on August 20, 2013, and net proceeds from the sale by MPT Operating Partnership, L.P. and its subsidiary MPT Finance Corporation of approximately $150 million aggregate principal amount of their 6.375% senior notes due 2022 at an issue price of 102%, completed on August 20, 2013.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 |
Press release dated September 30, 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.
| MEDICAL PROPERTIES TRUST, INC. (Registrant) | ||
| By: | /s/ R. Steven Hamner | |
| R. Steven Hamner | ||
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| MPT OPERATING PARTNERSHIP, L.P. | ||||
| By: | /s/ R. Steven Hamner | |||
| R. Steven Hamner | ||||
| Executive Vice President and Chief Financial Officer of the sole member of the general partner of MPT Operating Partnership, L.P. (Principal Financial and Accounting Officer) | ||||
Date: September 30, 2013
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INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 |
Press release dated September 30, 2013 | |
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Exhibit 99.1
| Contact: Charles Lambert | ||
| Managing Director – Capital Markets | ||
| Medical Properties Trust, Inc. | ||
| (205) 397-8897 clambert@medicalpropertiestrust.com |
MEDICAL PROPERTIES TRUST, INC. ANNOUNCES COMPLETION OF
ACQUISITION OF THREE IASIS FACILITIES
Birmingham, AL – September 30, 2013 – Medical Properties Trust, Inc. (the “Company”) (NYSE: MPW) today announced that it has completed the acquisition of the real estate of three acute care hospitals operated by IASIS Healthcare LLC. The previously announced sale / leaseback transaction is valued at $283.3 million and significantly expands MPT’s relationship with IASIS.
As previously announced, the acquisitions are immediately accretive to MPT’s per share funds from operations. When considered with other completed and pending acquisitions, MPT’s $650 million of investments in 2013 increase total assets by approximately 30% compared to total assets at December 31, 2012.
Under the terms of the transaction, MPT has acquired 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. 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.
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.
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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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