MEDICAL PROPERTIES TRUST, INC.
 

Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated March 17, 2008
Relating to Preliminary Prospectus Supplement Dated March 14, 2008 Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-140433
The issuer, Medical Properties Trust, Inc., has filed a registration statement, including a prospectus and preliminary prospectus supplement, with the SEC for the offering to which this communication relates. Before you invest, you should read that prospectus and preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling UBS Securities LLC toll-free 1-888-827-7275.
The following is a Current Report on Form 8-K filed by the issuer on March 17, 2008.
 
 
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): March 13, 2008
MEDICAL PROPERTIES TRUST, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-32559
     
Maryland
(State or other jurisdiction
of incorporation) 		  20-0191742
(IRS. Employer
Identification No.)
     
1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of principal executive offices) 		  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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01. Entry into a Material Definitive Agreement.
On March 13, 2008, Medical Properties Trust, Inc. (the “Company”), through its operating partnership, MPT Operating Partnership, L.P., entered into a purchase and sale agreement (the “Agreement”) with HCP, Inc. and certain of its subsidiaries (collectively, the “Seller”) for the acquisition from the Seller of a portfolio of 21 healthcare facilities across 15 states, including seven acute care hospitals, three long-term acute care hospitals, five inpatient rehabilitation hospitals and six wellness centers, for an aggregate purchase price of approximately $371.0 million, subject to customary prorations and adjustments as provided in the Agreement.
The table below sets forth pertinent details with respect to the 21 facilities as of December 31, 2007:
                         
            Number of    
            Licensed   Number of
Property   State   Beds   Square Feet
HealthSouth:
                        
HealthSouth Rehabilitation Center
   AR     60       56,838  
HealthSouth Rehabilitation Hospital of Petersburg
   VA     40       41,990  
Wesley Rehabilitation Hospital
   KS     65       65,000  
Sunrise Rehabilitation Hospital
   FL     126     94,000 (est.)
Mountain View Rehabilitation Hospital
   WV     80       70,000  
Community Health Systems:
                        
Cleveland Regional Medical Center
   TX     104       74,800  
Chesterfield General Hospital
   SC     59       57,384  
Marlboro Park Hospital
   SC     102       80,593  
Cornerstone Health Care:
                        
Cornerstone Hospital of Houston—Clear Lake
   TX     74       84,673  
Cornerstone Hospital of Bossier City
   LA     102       64,488  
Cornerstone Hospital of Southeast Arizona
   AZ     34       39,000  
Health Management Associates, Inc.:
                        
Poplar Bluff Regional Medical Center
   MO     213       151,000  
IASIS Healthcare:
                        
Pioneer Valley Hospital
   UT     139       239,922  
Mountain View:
                        
Mountain View Hospital
   ID     24       122,383  
Shiloh Health Services:
                        
River West Medical Center
   LA     80     78,095 (est.)
Healthtrax Wellness Centers:
                        
Bristol, Connecticut
   CT     N/A       52,392  
East Providence, Rhode Island
   RI     N/A       33,595  
Newington, Connecticut
   CT     N/A       34,599  
Warwick, Rhode Island
   RI     N/A       38,888  
West Springfield, Massachusetts
   MA     N/A       39,414  
Enfield, Connecticut
   CT     N/A       50,325  

 

 

The 21 facilities are leased to eight unaffiliated operators under 14 separate net-leases, which will be assumed. The leases have terms expiring between 2009 and 2027, plus renewal options. All of the facilities are subject to cross-defaults, master leases, parent guarantees, or individual guarantees.
The acquisition is subject to customary real estate, regulatory and other closing conditions and we anticipate closing the acquisition in stages, on a property-by-property basis, beginning at the end of the first quarter of 2008 and continuing through the end of the second quarter of 2008. Pursuant to the Agreement, the Company has the option of excluding up to five designated properties from the acquisition if it is not satisfied with its due diligence review with respect to these properties. In addition, more than half of the properties are subject to certain preemptive purchase rights and purchase options held by existing tenants. The notice and option period associated with these rights, which varies from 20 to 60 days, may delay the Company’s acquisition of these properties and, if exercised, would prevent the Company from acquiring the relevant properties.
Pursuant to the Agreement, the Company has made good faith deposits in an aggregate amount of $4 million. If the acquisition is not consummated due to the Company’s material default or breach, the Seller will be entitled to terminate the Agreement and retain the good faith deposit. If the acquisition is not consummated due to the Seller’s material default or breach, the Company will be entitled to either (i) sue for the specific performance by the Seller of the transactions contemplated by the Agreement or (ii) the return of the good faith deposit and reimbursement for certain out-of-pocket costs up to $1 million.
The Company intends to fund the acquisition of the HCP facilities with proceeds from the sales of a combination of common stock and debt securities, the net proceeds from the Company’s previously announced purchase and sale transactions with Vibra Healthcare, LLC, and borrowings under the Company’s existing credit facilities. The Company has also secured commitments from a syndicate of lenders for a senior secured interim loan facility, which is expected to provide up to $300.0 million of any unfunded balance of the purchase price.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full and complete terms of the Agreement, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2008. Other than the Agreement and the transactions described therein and herein, there is no other material relationship between the Company and any of its affiliates and HCP, Inc. and any of its affiliates.

 

 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  MEDICAL PROPERTIES TRUST, INC.
(Registrant)
 		  
  By:   /s/ R. Steven Hamner    
    R. Steven Hamner   
    Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer) 		  
 
Date: March 17, 2008