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): December 1, 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)
(Former name or former address, if changed since last report)
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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On December 1, 2013, Medical Properties Trust, Inc. (the “Company”) completed its previously announced acquisition of 11 rehabilitation facilities in the Federal Republic of Germany from RHM Klinik-und Altenheimbetriebe GmbH & Co. KG (“RHM”) for an aggregate purchase price, including approximately €9.0 million in applicable transfer taxes, of approximately €184.0 million (plus a commitment to provide up to €10.0 million in financing for the construction of additions to the facilities within the next two years). Each of the facilities has been leased back to RHM under a master lease providing for a term of 27 years and for annual rent increases of 2.0 % from 2015 through 2017, and of 0.5 % thereafter. On December 31, 2020 and every three years thereafter rent will also be increased to reflect 70% of cumulative increases in the German consumer price index.
The table below sets forth pertinent details with respect to the eleven facilities acquired:
| Property |
Type of property |
Location |
Number of licensed beds |
Number of square feet |
||||||||
| Germany |
||||||||||||
| Klinik Sonnenwende |
Rehabilitation Facility | Bad Dürkheim | 117 | 146,874 | ||||||||
| Rhein-Haardt-Klinik |
Rehabilitation Facility | Bad Dürkheim | 119 | 60,149 | ||||||||
| Dürkheimer Höhe |
Subacute Rehabilitation | Bad Dürkheim | 198 | 81,537 | ||||||||
| Klaus-Miehlke-Klinik |
Rehabilitation Facility | Wiesbaden-Bierstadt | 196 | 86,606 | ||||||||
| Vesalius-Klinik |
Rehabilitation Facility | Bad Rappenau | 174 | 120,857 | ||||||||
| Antoniusstift |
Subacute Rehabilitation | Bad Rappenau | 90 | 77,080 | ||||||||
| Park-Klinik |
Rehabilitation Facility | Bad Dürkheim | 285 | 170,177 | ||||||||
| Psychotherapeutische Klinik |
Rehabilitation Facility | Bad Liebenwerda | 122 | 44,455 | ||||||||
| Fontana Klinik |
Rehabilitation Facility | Bad Liebenwerda | 206 | 119,350 | ||||||||
| Christiaan-Barnard-Klinik |
Rehabilitation Facility | Dahlen-Schmannewitz | 234 | 186,829 | ||||||||
| Wohnheim Hillersbach |
Subacute Rehabilitation | Ortenberg/Lißberg | 58 | 27,792 | ||||||||
|
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|
|
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| Total |
1,799 | 1,121,706 | ||||||||||
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There were no material relationships prior to this transaction among the Company and its affiliates and RHM and its affiliates. The Company funded the purchase price through the sale of €200 million aggregate principal amount of 5.750% senior notes due 2020 at an issue price of 100%, completed on October 10, 2013, for net proceeds of approximately €196.5 million before expenses.
| Item 7.01. | Regulation FD Disclosure. |
On December 3, 2013, the Company issued a press release announcing the completion of the RHM 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. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release dated December 3, 2013 | |
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 (Principal Financial and Accounting Officer) | ||
Date: December 5, 2013
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Press release dated December 3, 2013 | |
Exhibit 99.1
| Contact: Charles Lambert Managing Director – Capital Markets Medical Properties Trust, Inc. (205) 397-8897 clambert@medicalpropertiestrust.com |
MEDICAL PROPERTIES TRUST, INC. COMPLETES ACQUISITION OF 11
REHABILITATION FACILITIES IN GERMANY
Birmingham, AL – December 3, 2013 – Medical Properties Trust, Inc. (the “Company”) (NYSE: MPW) today announced that it has completed the previously announced acquisition of the real estate of 11 rehabilitation facilities in Germany operated by RHM Klinik- und Altenheimbetriebe GmbH & Co. KG (“RHM”).
As previously announced, the Company financed the acquisition with the proceeds of the €200 million senior notes 2020 that were priced with a 5.75% coupon in October 2013. MPT will pay approximately €9.0 million in transfer taxes in the fourth quarter of 2013 that will be classified as acquisition costs.
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;
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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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