This Current Report onForm 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 |
Offering of Common Stock
On July 15, 2019, the Company and the Operating Partnership entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc. 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 45,000,000 shares of common stock, par value $0.001 per share, of the Company, at a public offering price of $17.29 per share. The Company also granted the Underwriters a30-day option to purchase up to 6,750,000 additional shares at the public offering price, which the Underwriters exercised in full on July 16, 2019.
The offering of common stock closed on July 18, 2019, resulting in net proceeds to the Company of approximately $858.1 million, 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 final prospectus supplement related to the Company’s effective shelf registration statement on FormS-3 (FileNo. 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 attached as Exhibit 1.1 to this Current Report on Form8-K and incorporated herein by reference.
This Current Report on Form8-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.
| Item 7.01. | Regulation FD Disclosure |
On July 15, 2019, the Company issued a launch press release and a pricing press release related to the launch and pricing of the common stock offering described above in Item 1.01 of this Current Report on Form8-K. On July 17, 2019, the Company issued a press release announcing that the Underwriters had exercised in full their over-allotment option to purchase an additional 6,750,000 shares at the public offering price. Copies of the press releases are furnished as Exhibits 99.1, 99.2 and 99.3 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, 99.2 and 99.3, 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated July 15, 2019, among the Company, the Operating Partnership and Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein |
| |
| 5.1 | | Opinion of Goodwin Procter LLP regarding the legality of common stock offered |
| |
| 8.1 | | Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. with respect to certain tax matters |
| |
| 23.1 | | Consent of Goodwin Procter LLP (included in Exhibit 5.1) |
| |
| 23.2 | | Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included in Exhibit 8.1) |
| |
| 99.1 | | Press release announcing launch of the offering, dated July 15, 2019 |
| |
| 99.2 | | Press release announcing pricing of the offering, dated July 15, 2019 |
| |
| 99.3 | | Press release announcing exercise of over-allotment option for the offering, dated July 17, 2019 |
