(Mark One) | ||
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2006 | ||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Maryland | 20-0191742 | |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) | |
1000 Urban Center Drive,
Suite 501 Birmingham, AL |
35242 |
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(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share | New York Stock Exchange |
(a) | Financial Statements and Financial Statement Schedules |
Exhibit |
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Number
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Exhibit Title
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3.1(1)
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Registrants Second Articles of Amendment and Restatement | |
3.2(2)
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Registrants Amended and Restated Bylaws | |
3.3(3)
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Articles of Amendment of Registrants Second Articles of Amendment and Restatement | |
4.1(1)
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Form of Common Stock Certificate | |
4.2(4)
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Indenture, dated July 14, 2006, among Registrant, MPT Operating Partnership, L.P. and the Wilmington Trust Company, as trustee | |
4.3(5)
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Indenture, dated November 6, 2006, among Registrant, MPT Operating Partnership, L.P. and the Wilmington Trust Company, as trustee | |
4.4(5)
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Registration Rights Agreement among Registrant, MPT Operating Partnership, L.P. and UBS Securities LLC and J.P. Morgan Securities Inc., as representatives of the initial purchasers, dated as of November 6, 2006 | |
10.1(1)
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First Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership, L.P. | |
10.2(1)
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Amendment to the First Amended and Restated Agreement of Limited Partnership of MPT Operating Partnership, L.P. | |
10.3(6)
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Amended and Restated 2004 Equity Incentive Plan | |
10.4(7)
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Form of Stock Option Award | |
10.5(7)
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Form of Restricted Stock Award | |
10.6(7)
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Form of Deferred Stock Unit Award | |
10.7(1)
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Employment Agreement between Registrant and Edward K. Aldag, Jr., dated September 10, 2003 | |
10.8(1)
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First Amendment to Employment Agreement between Registrant and Edward K. Aldag, Jr., dated March 8, 2004 | |
10.9(1)
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Employment Agreement between Registrant and R. Steven Hamner, dated September 10, 2003 | |
10.10(1)
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Amended and Restated Employment Agreement between Registrant and William G. McKenzie, dated September 10, 2003 | |
10.11(1)
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Employment Agreement between Registrant and Emmett E. McLean, dated September 10, 2003 | |
10.12(1)
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Employment Agreement between Registrant and Michael G. Stewart, dated April 28, 2005 | |
10.13(1)
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Form of Indemnification Agreement between Registrant and executive officers and directors | |
10.14(8)
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Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P., as borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services, Inc., as Administrative Agent and Lender, and Additional Lenders from Time to Time a Party thereto | |
10.15(1)
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Third Amended and Restated Lease Agreement between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated December 20, 2004 | |
10.16(1)
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First Amendment to Third Amended and Restated Lease Agreement between 1300 Campbell Lane, LLC and 1300 Campbell Lane Operating Company, LLC, dated December 31, 2004 | |
10.17(1)
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Second Amended and Restated Lease Agreement between 92 Brick Road, LLC and 92 Brick Road, Operating Company, LLC, dated December 20, 2004 | |
10.18(1)
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First Amendment to Second Amended and Restated Lease Agreement between 92 Brick Road, LLC and 92 Brick Road, Operating Company, LLC, dated December 31, 2004 | |
10.19(1)
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Ground Lease Agreement between West Jersey Health System and West Jersey/Mediplex Rehabilitation Limited Partnership, dated July 15, 1993 | |
10.20(1)
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Third Amended and Restated Lease Agreement between San Joaquin Health Care Associates Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC, dated December 20, 2004 | |
10.21(1)
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First Amendment to Third Amended and Restated Lease Agreement between San Joaquin Health Care Associates Limited Partnership and 7173 North Sharon Avenue Operating Company, LLC, dated December 31, 2004 |
Exhibit |
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Number
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Exhibit Title
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10.22(1)
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Second Amended and Restated Lease Agreement between 8451 Pearl Street, LLC and 8451 Pearl Street Operating Company, LLC, dated December 20, 2004 | |
10.23(1)
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First Amendment to Second Amended and Restated Lease Agreement between 8451 Pearl Street, LLC and 8451 Pearl Street Operating Company, LLC, dated December 31, 2004 | |
10.24(1)
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Second Amended and Restated Lease Agreement between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company, LLC, dated December 20, 2004 | |
10.25(1)
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First Amendment to Second Amended and Restated Lease Agreement between 4499 Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating Company, LLC, dated December 31, 2004 | |
10.26(1)
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Lease Agreement between MPT of Victorville, LLC and Desert Valley Hospital, Inc., dated February 28, 2005 | |
10.27(1)
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Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks County Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and DSI Facility Development, LLC, dated March 3, 2005 | |
10.28(1)
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Amendment to Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks County Oncoplastic Institute, LLC, DSI Facility Development, LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G. Patrick Maxwell, M.D., dated April 29, 2005 | |
10.29(1)
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Lease Agreement between Bucks County Oncoplastic Institute, LLC and MPT of Bucks County, L.P., dated September 16, 2005 | |
10.30(1)
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Development Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic Institute, LLC and MPT of Bucks County, L.P., dated September 16, 2005 | |
10.31(1)
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Funding Agreement among DSI Facility Development, LLC, Bucks County Oncoplastic Institute, LLC and MPT of Bucks County, L.P., dated September 16, 2005 | |
10.32(1)
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Purchase and Sale Agreement between MPT of North Cypress, L.P. and North Cypress Medical Center Operating Company, Ltd., dated as of June 1, 2005 | |
10.33(1)
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Contract for Purchase and Sale of Real Property between North Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P., dated as of June 1, 2005 | |
10.34(1)
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Sublease Agreement between MPT of North Cypress, L.P. and North Cypress Medical Center Operating Company, Ltd., dated as of June 1, 2005 | |
10.35(1)
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Net Ground Lease between North Cypress Property Holdings, Ltd. and MPT of North Cypress, L.P., dated as of June 1, 2005 | |
10.36(1)
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Lease Agreement between MPT of North Cypress, L.P. and North Cypress Medical Center Operating Company, Ltd., dated as of June 1, 2005 | |
10.37(1)
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Net Ground Lease between Northern Healthcare Land Ventures, Ltd. and MPT of North Cypress, L.P., dated as of June 1, 2005 | |
10.38(1)
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Construction Loan Agreement between North Cypress Medical Center Operating Company, Ltd. and MPT Finance Company, LLC, dated June 1, 2005 | |
10.39(1)
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Purchase, Sale and Loan Agreement among MPT Operating Partnership, L.P., MPT of Covington, LLC, MPT of Denham Springs, LLC, Covington Healthcare Properties, L.L.C., Denham Springs Healthcare Properties, L.L.C., Gulf States Long Term Acute Care of Covington, L.L.C. and Gulf States Long Term Acute Care of Denham Springs, L.L.C., dated June 9, 2005 | |
10.40(1)
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Lease Agreement between MPT of Covington, LLC and Gulf States Long Term Acute Care of Covington, L.L.C., dated June 9, 2005 | |
10.41(1)
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Promissory Note made by Denham Springs Healthcare Properties, L.L.C. in favor of MPT of Denham Springs, LLC, dated June 9, 2005 | |
10.42(1)
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Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and Northern California Rehabilitation Hospital, LLC, dated June 30, 2005 | |
10.43(1)
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Lease Agreement between Northern California Rehabilitation Hospital, LLC and MPT of Redding, LLC, dated June 30, 2005 |
Exhibit |
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Number
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Exhibit Title
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10.44(1)
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Ground Lease Agreement between National Medical Specialty Hospital of Redding, Inc. and Guardian Postacute Services, Inc., dated November 14, 1997 | |
10.45(1)
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Amendment No. 1 to Ground Lease Agreement between National Medical Specialty Hospital of Redding, Inc. and Ocadian Care Centers, Inc., dated November 29, 2001 | |
10.46(1)
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Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Bloomington, LLC, Southern Indiana Medical Park II, LLC and Monroe Hospital, LLC, dated October 7, 2005 | |
10.47(1)
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Lease Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October 7, 2005 | |
10.48(1)
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Development Agreement among Monroe Hospital, LLC, Monroe Hospital Development, LLC and MPT of Bloomington, LLC, dated October 7, 2005 | |
10.49(1)
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Funding Agreement between Monroe Hospital, LLC and MPT of Bloomington, LLC, dated October 7, 2005 | |
10.50(1)
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Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Chino, LLC, Prime Healthcare Services, LLC, Veritas Health Services, Inc., Prime Healthcare Services, Inc., Desert Valley Hospital, Inc. and Desert Valley Medical Group, Inc., dated November 30, 2005 | |
10.51(1)
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Lease Agreement among Veritas Health Services, Inc., Prime Healthcare Services, LLC and MPT of Chino, LLC, dated November 30, 2005 | |
10.52(1)
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Loan Agreement among MPT Operating Partnership, L.P., MPT of Odessa Hospital, L.P., Alliance Hospital, Ltd. and SRI-SAI Enterprises, Inc., dated December 23, 2005 | |
10.53(1)
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Promissory Note by Alliance Hospital, Ltd. in favor of MPT of Odessa Hospital, L.P., dated December 23, 2005 | |
10.54(1)
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Purchase and Sale Agreement among MPT Operating Partnership, L.P., MPT of Sherman Oaks, LLC, Prime A Investments, L.L.C., Prime Healthcare Services II, LLC, Prime Healthcare Services, Inc., Desert Valley Medical Group, Inc. and Desert Valley Hospital, Inc., dated December 30, 2005 | |
10.55(1)
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Lease Agreement between MPT of Sherman Oaks, LLC and Prime Healthcare Services II, LLC, dated December 30, 2005 | |
10.56(9)
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Forward Sale Agreement between Registrant and UBS AG, London Branch, dated February 22, 2007 | |
10.57(9)
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Forward Sale Agreement between Registrant and Wachovia Bank, National Association, dated February 22, 2007 | |
21.1(10)
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Subsidiaries of Registrant | |
23.1(10)
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Consent of KPMG LLP | |
23.2
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Consent of Parente Randolph, LLC | |
31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
32(10)
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 | |
99.1(11)
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Consolidated Financial Statements of Vibra Healthcare, LLC as of December 31, 2006 |
(1) | Incorporated by reference to Registrants Registration Statement on Form S-11 filed with the Commission on October 26, 2004, as amended (File No. 333-119957). | |
(2) | Incorporated by reference to Registrants quarterly report on Form 10-Q for the quarter ended June 30, 2005, filed with the Commission on July 26, 2005. | |
(3) | Incorporated by reference to Registrants quarterly report on Form 10-Q for the quarter ended September 30, 2005, filed with the Commission on November 10, 2005. | |
(4) | Incorporated by reference to Registrants current report on Form 8-K, filed with the Commission on July 20, 2006. | |
(5) | Incorporated by reference to Registrants current report on Form 8-K, filed with the Commission on November 13, 2006. | |
(6) | Incorporated by reference to Registrants definitive proxy statement on Schedule 14A, filed with the Commission on September 13, 2005. | |
(7) | Incorporated by reference to Registrants current report on Form 8-K, filed with the Commission on October 18, 2005. | |
(8) | Incorporated by reference to Registrants current report on Form 8-K, filed with the Commission on November 2, 2005. | |
(9) | Incorporated by reference to Registrants current report on Form 8-K, filed with the Commission on February 28, 2007. | |
(10) | Prevously filed as an exhibit to Registrants Annual Report on Form 10-K, filed with the Commission on March 16, 2007. | |
(11) | Since Vibra Healthcare, LLC leases more than 20% of our properties under triple net leases, the financial status of Vibra may be considered relevant to investors. The most recently available financial statements for Vibra are attached. We have not participated in the preparation of Vibras financial statements nor do we have the right to dictate the form of any financial statements provided to us by Vibra. |
By: |
/s/ R.
Steven Hamner
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Signature
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Title
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Date
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/s/ Edward
K. Aldag, Jr. Edward K. Aldag, Jr. |
Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer) | August 30, 2007 | ||||
/s/ Virginia
A. Clarke Virginia A. Clarke |
Director | August 30, 2007 | ||||
/s/ Sherry
A. Kellett Sherry A. Kellett |
Director | August 30, 2007 | ||||
/s/ R.
Steven Hamner R. Steven Hamner |
Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) | August 30, 2007 | ||||
/s/ G. Steven Dawson G. Steven Dawson |
Director | August 30, 2007 | ||||
/s/ Robert
E. Holmes Robert E. Holmes, Ph.D. |
Director | August 30, 2007 | ||||
/s/ William
G. McKenzie William G. McKenzie |
Vice Chairman of the Board | August 30, 2007 | ||||
/s/ L.
Glenn Orr, Jr.
L. Glenn Orr, Jr. |
Director | August 30, 2007 |
64
Exhibit | ||
Number | Description | |
23.2
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Consent of Parente Randolph, LLC | |
31.1
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
31.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 | |
99.1
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Consolidated Financial Statements of Vibra Healthcare, LLC as of December, 31 2006 |