false00012878650001524607MEDICAL PROPERTIES TRUST INC 0001287865 2020-01-08 2020-01-08 0001287865 mpw:MptOperatingPartnershipLpMember 2020-01-08 2020-01-08
 
 
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): January 8, 2020
 
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
N/A
(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))
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Securities Act:
         
Title of each class
 
Trading
Symbol
 
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).
     
Medical Properties Trust, Inc.
 
Emerging growth company  
 
 
 
MPT Operating Partnership, L.P.
 
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.
     
Medical Properties Trust, Inc.
 
     
MPT Operating Partnership, L.P.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

This Current Report on Form
8-K
is filed by Medical Properties Trust, Inc., a Maryland corporation (the “Company”), and MPT Operating Partnership, L.P., a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Operating Partnership”). Through one of its wholly-owned subsidiaries, the Company serves as the sole general partner of the Operating Partnership. Unless otherwise indicated or unless the context requires otherwise, references to “we” and “our” refer to the Company, the Operating Partnership and any other subsidiaries thereof.
Item 1.01.
Entry into a Material Definitive Agreement.
 
 
 
 
 
 
 
 
 
 
 
 
 
The disclosure contained in “Item 2.01. Completion of Acquisition or Disposition of Assets” of this Current Report on Form
8-K
is incorporated into this Item 1.01 by reference.
Item 2.01.
Completion of Acquisition or Disposition of Assets.
 
 
 
 
 
 
 
 
 
 
 
 
 
On January 8, 2020, an affiliate of the Company and the Operating Partnership completed the previously announced acquisition of a portfolio of 30 acute care hospitals located throughout the United Kingdom operated by BMI Healthcare Ltd. (“BMI”) and owned by an affiliate of BMI, for approximately £1.5 billion, or $2.0 billion (the “BMI Acquisition”). In a related transaction, affiliates of Circle Health Ltd. (“Circle”) completed the acquisition of BMI and assumed operations of its 52 facilities in the United Kingdom. Circle has been one of the Company’s tenants since 2014.
The table below sets forth certain details with respect to the hospitals in the BMI portfolio:
                 
Hospital
 
City
 
Form of
Investment
 
Hospital
Type
 
Licensed
Beds
London Independent
 
London
 
Fee simple
 
Acute
 
73
Blackheath
 
London
 
Fee simple
 
Acute
 
68
Alexandra
 
Cheadle
 
Fee simple
 
Acute
 
171
Ross Hall
 
Glasgow
 
Fee simple
 
Acute
 
101
Highfield
 
Rochdale
 
Fee simple
 
Acute
 
47
Beaumont
 
Bolton
 
Fee simple
 
Acute
 
34
Droitwich
 
Droitwich Spa
 
Long leasehold
 
Acute
 
56
Priory
 
Edgbaston
 
Fee simple and long leasehold
 
Acute
 
118
Hampshire Clinic
 
Basingstoke
 
Fee simple
 
Acute
 
65
Sarum Road
 
Winchester
 
Fee simple
 
Acute
 
48
Albyn
 
Aberdeen
 
Fee simple
 
Acute
 
28
Winterbourne
 
Dorchester
 
Long leasehold
 
Acute
 
38
Hendon
 
London
 
Fee simple
 
Acute
 
30
Goring Hall
 
Worthing
 
Fee simple
 
Acute
 
37
Werndale
 
Carmarthen
 
Fee simple
 
Acute
 
27
Bath Clinic
 
Bath
 
Fee simple
 
Acute
 
67
Ridgeway
 
Swindon
 
Fee simple
 
Acute
 
50
Beardwood
 
Blackburn
 
Fee simple
 
Acute
 
18
Thornbury
 
Sheffield
 
Fee simple
 
Acute
 
77
Park
 
Arnold
 
Fee simple
 
Acute
 
85
Clementine Churchill
 
Harrow
 
Fee simple
 
Acute
 
141
Mount Alvernia
 
Guildford
 
Fee simple
 
Acute
 
76
Chaucer
 
Canterbury
 
Fee simple
 
Acute
 
55
Chelsfield Park
 
Orpington
 
Fee simple
 
Acute
 
36
Shirley Oaks
 
Croydon
 
Fee simple
 
Acute
 
42
Sloane
 
Beckenham
 
Fee simple
 
Acute
 
32
Princess Margaret
 
Windsor
 
Fee simple
 
Acute
 
78
Chiltern
 
Great Missenden
 
Fee simple
 
Acute
 
66
Saxon Clinic
 
Milton Keynes
 
Fee simple
 
Acute
 
37
Manor
 
Biddenham
 
Fee simple
 
Acute
 
23
Total Licensed Beds
 
 
 
1,824
 
 
 
 
 
 
 
 
 
 
 
 
 
At closing, we leased back the hospitals to affiliates of Circle under 30 cross-defaulted leases guaranteed by Circle. The leases will each have an initial fixed term to 2050, with two five-year extension options and annual rent escalators linked to U.K. consumer price inflation. The foregoing description of the Circle leases is only a summary of certain provisions of the leases
 

and is qualified in its entirety by the terms of the actual leases, a copy of the form of which will be filed as an exhibit to the combined Quarterly Report on Form
10-Q
for the quarter ended March 31, 2020 of the Company and the Operating Partnership.
The BMI Acquisition was documented pursuant to the terms of a share purchase agreement, dated December 23, 2019, between GHG Holdco 3 Limited, an affiliate of BMI and indirect owner of the properties, as seller, and Medical Properties Trust Limited, our affiliate, as purchaser. Five
non-core
properties acquired in the transaction, which are not included in the portfolio of properties listed above and have an aggregate purchase price of less than £10.0 million, or $13,000,000, are expected to be sold to third parties during the first quarter of 2020.
We financed the BMI Acquisition with cash on hand, including proceeds from recent U.S. dollar equity and sterling-denominated bond offerings and borrowings under an unsecured sterling-denominated term loan facility entered into by the Operating Partnership and other affiliates on January 6, 2020. The term loan facility matures in January 2025 and bears interest at a rate per annum equal to LIBOR plus the applicable margin. The applicable margin for the term loan is adjustable based on a pricing grid from 0.85% to 1.65% dependent on the Company’s current credit rating.
Item 7.01.
Regulation FD Disclosure.
 
 
 
 
 
 
 
 
 
 
 
 
 
On January 8, 2020, the Company issued a press release announcing the BMI Acquisition described in Item 2.01 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 is 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. The information in this Item 7.01, including the exhibit thereto, 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 9.01.
Financial Statements and Exhibits.
 
 
 
(d)
Exhibits
 
 
 
         
Exhibit
    No.    
 
 
Description
 
 
 
 
 
 
99.1
 
 
 
 
 
 
 
 
104
 
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
 
 
 
 
 
 
 
 
 
 

SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
     
MEDICAL PROPERTIES TRUST, INC.
     
By:
 
/s/ R. Steven Hamner
Name:
 
R. Steven Hamner
Title:
 
Executive Vice President and Chief Financial Officer
 
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: January 14, 2020