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, 2009
MEDICAL PROPERTIES TRUST, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-32559
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Maryland
(State or other jurisdiction
of incorporation)
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20-0191742
(IRS. Employer
Identification No.) |
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1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of principal executive offices)
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35242
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On January 8, 2009, Medical Properties Trust, Inc. (the “Company”) and its subsidiary, MPT
Operating Partnership, L.P. (the “Operating Partnership”), entered into an Underwriting Agreement
with J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several
underwriters (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the
Underwriters an aggregate of 12,000,000 shares of common stock, par value $0.001 per share, of the
Company (the “Offering”). The Underwriters are offering all such shares of common stock to the
public at a price per share of $5.40. The Company also granted the Underwriters an option to
purchase up to 1,800,000 additional shares solely to cover
over-allotments, if any. The net proceeds of the Offering will be used to repay borrowings outstanding under the Company’s
revolving credit facilities.
On
January 13, 2009, the Underwriters partially exercised their
option to purchase an additional 1,340,700 shares to cover
over-allotments.
The Company has agreed to indemnify the Underwriters against certain liabilities, including civil
liabilities under the Securities Act of 1933, as amended, or to contribute payments that the
Underwriters may be required to make in respect of these liabilities.
The foregoing is a summary description of certain terms of the Underwriting Agreement and is
qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The offering and sale of the shares of common stock have been registered under the Securities Act
of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3
(Registration No. 333-140433).
Certain affiliates of several of the underwriters are lenders under the Company’s $154.0 million
revolving credit facility, and will receive their pro rata portion of the proceeds from the
Offering used to repay amounts outstanding under the Company’s $154.0 million revolving credit
facility. In addition, certain of the underwriters and their affiliates have in the past provided and may from time to
time in the future provide commercial banking, financial advisory, investment banking and other
services to the Company and the Operating Partnership, for which they were and will be entitled to
receive separate fees.
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| Item 5.03. |
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 9, 2009, the Company filed Articles of Amendment to the Company’s charter with the
Maryland State Department of Assessments and Taxation increasing the number of authorized shares of
common stock of the Company, par value $.001 per share, available for issuance from 100,000,000 to
150,000,000. The Articles of Amendment, which were effective upon filing, are included as Exhibit
3.1 to this report and are incorporated herein by reference.
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| Item 7.01. |
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Regulation FD Disclosure. |
On January 8, 2009, the Company issued a press release announcing the pricing of the Offering. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The information in Exhibit 99.1 shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such filing.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement dated January 8, 2009 |
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3.1 |
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Medical Properties Trust, Inc.’s Articles of Amendment |
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5.1 |
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Opinion of Goodwin Procter LLP regarding the legality of shares offered |