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 |
On November 5, 2019, the Company and the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 50,000,000 shares of common stock, par value $0.001 per share, of the Company, at a public offering price of $18.50 per share. The Company also granted the Underwriters a
30-day
option to purchase up to 7,500,000 additional shares at the public offering price, which the Underwriters exercised in full on November 6, 2019.
The offering of common stock closed on November 8, 2019, resulting in net proceeds to the Company of approximately
$1.0 billion
, after deducting discounts and commissions and estimated offering expenses.
The offering and sale of the shares of common stock were made pursuant to a preliminary prospectus supplement and a final prospectus supplement related to the Company’s effective shelf registration statement on Form
S-3
(File No.
333-229103),
each of which has been filed with the Securities and Exchange Commission.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company and the Operating Partnership. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the common stock.
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, which is attached as Exhibit 1.1 to this Current Report on Form
8-K
and incorporated herein by reference.
This Current Report on Form
8-K
does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Company’s securities, including, without limitation, those securities proposed to be offered and sold pursuant to the preliminary prospectus and registration statement described above.
| Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 4, 2019, the Company filed Articles of Amendment (the “Articles”) to the Company’s Second Articles of Amendment and Restatement with the Maryland State Department of Assessments and Taxation increasing the number of authorized shares of common stock of the Company from 500,000,000 to 750,000,000. The Articles were effective upon filing. The foregoing description of the Articles is qualified in its entirety by reference to the copy of such Articles attached hereto as Exhibit 3.1 and incorporated herein by reference.
On November 5, 2019, the Company issued a launch press release and a pricing press release related to the launch and pricing of the offering described above in Item 1.01 of this Current Report on Form
8-K.
Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, 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 subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information in this Item 7.01, including Exhibits
99.1 and 99.2, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.
