BIRMINGHAM, Ala.--(BUSINESS WIRE)--Medical Properties Trust, Inc. (the “Company”) (NYSE: MPW) announced today that it has priced an upsized offering of $1.4 billion aggregate principal amount of senior notes due 2027 (the “Notes”) by its operating partnership, MPT Operating Partnership, L.P. (the “Operating Partnership”), and MPT Finance Corporation, a wholly-owned subsidiary of the Operating Partnership (“MPT Finance” and, together with the Operating Partnership, the “Issuers”). The Notes will bear interest at a rate of 5.000% per year. The offering size was increased to $1.4 billion from the previously announced $1.0 billion aggregate principal amount. The Notes will be senior unsecured obligations of the Issuers, guaranteed by the Company.
The Issuers intend to use approximately $364.4 million of the net proceeds from the offering of the Notes to redeem all $350 million aggregate principal amount of their existing 6.375% senior notes due 2022, including premium and accrued and unpaid interest thereon. The Issuers intend to use the remainder of the net proceeds from the offering, together with cash on hand and other sources of debt capital, which may include borrowings under the Operating Partnership’s revolving credit facility, to finance the Company’s previously announced anticipated investment in a portfolio of ten acute care hospitals and one behavioral health facility currently operated by IASIS Healthcare for an aggregate purchase price and investment of approximately $1.4 billion and the related investment by a subsidiary of the Operating Partnership in approximately $100 million in minority preferred interests of Steward Health Care System LLC (collectively, the “Steward-IASIS Transactions”). If the Steward-IASIS Transactions are not completed or the Company elects not to consummate the Steward-IASIS Transactions, in either case, on or prior to 180 days after the closing date of the Notes offering, the Issuers will be required to redeem $500 million aggregate principal amount of the Notes in a special mandatory redemption. If such redemption were to occur, the Issuers intend to use the remaining proceeds to repay borrowings under the Operating Partnership’s revolving credit facility and for general corporate purposes, which may include investing in additional healthcare properties.
J.P. Morgan, Barclays, BofA Merrill Lynch, BBVA, Credit Agricole CIB, Credit Suisse, Goldman Sachs & Co. LLC, KeyBanc Capital Markets, MUFG, RBC Capital Markets, Scotiabank, Stifel, SunTrust Robinson Humphrey and Wells Fargo Securities are acting as joint book-running managers for the offering of the Notes.
The offering of the Notes is expected to close on or about September 21, 2017, subject to certain closing conditions. The offering of the Notes was made under an effective shelf registration statement of the Company, the Operating Partnership and MPT Finance and a related preliminary prospectus supplement and free writing prospectus. The Company intends to file a final prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering of the Notes to which this communication relates. When available, the final prospectus may be obtained from J.P. Morgan via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or toll free at (866) 803-9204; or from Barclays via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or toll free at (888) 603-5847 or emailing: email@example.com; or by visiting the EDGAR database on the SEC’s web site at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or any of its subsidiaries, nor shall there be any sale of any such securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a self-advised real estate investment trust formed to capitalize on the changing trends in healthcare delivery by acquiring and developing net-leased healthcare facilities. The Company’s financing model allows hospitals and other healthcare facilities to unlock the value of their underlying real estate in order to fund facility improvements, technology upgrades, staff additions and new construction. Facilities include acute care hospitals, inpatient rehabilitation hospitals, long-term acute care hospitals, and other medical and surgical facilities.
The statements in this press release that are forward looking are based on current expectations and actual results or future events may differ materially. Words such as “expects,” “believes,” “anticipates,” “intends,” “will,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company, the Issuers or future events to differ materially from those expressed in or underlying such forward‐looking statements, including without limitation: the satisfaction of all conditions to, and the timely closing (if at all), of the Steward-IASIS Transactions; the ability of the Issuers to consummate the offering of Notes and the intended use of proceeds therefrom; and the factors referenced under the section captioned “Item 1.A Risk Factors” in the combined annual report of the Company and the Operating Partnership on Form 10-K for the year ended December 31, 2016, and in the combined quarterly report of the Company and the Operating Partnership on Form 10-Q for the quarter ended June 30, 2017, which are incorporated by reference into the final prospectus supplement related to the offering of the Notes. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to update the information in this press release.