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): June 6, 2019

 

 

MEDICAL PROPERTIES TRUST, INC.

MPT OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland

Delaware

 

001-32559

333-177186

 

20-0191742

20-0242069

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I. R. S. Employer

Identification No.)

1000 Urban Center Drive, Suite 501

Birmingham, AL 35242

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (205) 969-3755

 

 

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

 

  ☐

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))

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class

 

Trading

Symbols(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.   MPW   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 7.01. Regulation FD Disclosure.

On June 6, 2019, Medical Properties Trust, Inc. (the “Company”) issued a press release announcing that the Company has completed the previously announced transactions with Healthscope Ltd. (“Healthscope”) described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 and exhibits thereto are being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in this Item 7.01, including the exhibits thereto and referenced materials posted to the Company’s website, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

 

Item 8.01.

Other Events.

Acquisition of Healthscope Hospital Portfolio

On June 6, 2019, affiliates of the Company completed the previously announced AUD1.2 billion acquisition of the real estate interests of 11 Australian hospitals operated by Healthscope. The facilities are leased to Healthscope pursuant to master lease agreements that have an average initial term of 20 years with annual fixed escalations and multiple extension options.

The table below sets forth pertinent details with respect to the hospitals that were acquired in the Healthscope portfolio:

 

Hospital

   City      State      Hospital Type      Licensed
Beds 		 

Knox Private Hospital

     Wantirna        Victoria        Acute        359  

Mount Hospital

     Perth        Western Australia        Acute        224  

Nepean Private Hospital

     Kingswood        New South Wales        Acute        109  

Northpark Private Hospital

     Bundoora        Victoria        Acute        144  

Sydney Southwest Private Hospital

     Liverpool        New South Wales        Acute        87  

Campbelltown Private Hospital

     Campbelltown        New South Wales        Acute        82  

Sunnybank Private Hospital

     Sunnybank        Queensland        Acute        122  

Ringwood Private Hospital

     Ringwood        Victoria        Acute        75  

Pine Rivers Private Hospital

     Strathpine        Queensland        Psychiatric        81  

The Geelong Clinic

     St Albans Park        Victoria        Psychiatric        52  

The Victorian Rehabilitation Centre

     Glen Waverley        Victoria        Rehabilitation        143  
           

 

 

 

Total Licensed Beds

              1,478  
           

 

 

 

The Company financed the acquisition with an AUD1.2 billion unsecured five-year term, Australian-denominated loan with a syndicate of banks.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit

    No.    

  

Description

99.1    Press Release dated June 6, 2019

SIGNATURE

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

 

MEDICAL PROPERTIES TRUST, INC.
By:   /s/ R. Steven Hamner
Name:   R. Steven Hamner
Title:   Executive Vice President
and Chief Financial Officer

Date: June 12, 2019

 

MPT OPERATING PARTNERSHIP, L.P.
By:   /s/ R. Steven Hamner
Name:   R. Steven Hamner
Title:  

Executive Vice President
and Chief Financial Officer

of the sole member of the general partner of MPT

Operating Partnership, L.P.

Date: June 12, 2019

Exhibit 99.1

 

LOGO

 

    

Contact: Tim Berryman

Director – Investor Relations

Medical Properties Trust, Inc.

(205) 969-3755

tberryman@medicalpropertiestrust.com

MEDICAL PROPERTIES TRUST COMPLETES A$1.2 BILLION INVESTMENT

IN ELEVEN HEALTHSCOPE HOSPITALS

Birmingham, AL – June  6, 2019 – Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today announced that it has completed the previously announced A$1.2 billion acquisition of the real estate interests of 11 Australian hospitals operated by Healthscope Ltd.

The Company financed the acquisition with a A$1.2 billion unsecured five-year term, Australian-denominated loan with a syndicate of banks.

About Medical Properties Trust, Inc.

Medical Properties Trust, Inc. is a self-advised real estate investment trust formed to acquire and develop net-leased hospital facilities. MPT’s financing model facilitates acquisitions and recapitalizations and allows operators of hospitals to unlock the value of their real estate assets to fund facility improvements, technology upgrades and other investments in operations. 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 satisfaction of all conditions to, and the timely closing (if at all) of pending transactions; the amount of acquisitions of healthcare real estate, if any; results from potential sales and joint venture arrangements, if any; capital markets conditions; estimated leverage metrics; the repayment of debt arrangements; statements concerning the additional income to the Company as a result of ownership interests in equity investments and the timing of such income; the payment of future dividends, if any; completion of additional debt arrangements, and additional investments; national and international 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 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, 2018 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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