UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): FEBRUARY 28, 2007
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
COMMISSION FILE NUMBER 001-32559
MARYLAND 20-0191742
(State or other jurisdiction (I. R. S. Employer
of incorporation or organization) Identification No.)
1000 URBAN CENTER DRIVE, SUITE 501
BIRMINGHAM, AL 35242
(Address of principal executive offices) (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] 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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
UNDERWRITING AGREEMENT
On February 22, 2007, Medical Properties Trust, Inc. (the "Company") and its
subsidiary MPT Operating Partnership, L.P. entered into an Underwriting
Agreement (the "Underwriting Agreement") with UBS Securities LLC and Wachovia
Capital Markets, LLC, as representatives of the several underwriters named
therein and as agents for the forward purchasers named therein, pursuant to
which the Company agreed to issue and sell to the underwriters an aggregate of 9
million shares of common stock (the "Common Stock"), par value $0.001 per share,
of the Company and the forward purchasers agreed to deliver to the underwriters
up to an additional 3 million shares of Common Stock. The underwriters are
offering all such shares of Common Stock to the public at a price per share of
$15.60 (the "Offering"). The closing of the Offering, which was subject to
customary closing conditions, occurred on February 28, 2007. In addition, solely
for the purpose of covering over-allotments, the Company granted to the
underwriters the option to purchase from the Company up to an additional 1.8
million shares of Common Stock for a period of 30 days from the closing of the
Offering. 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 Exhibits 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).
FORWARD SALE AGREEMENTS
In connection with the Offering, on February 22, 2007, the Company also entered
into forward sale agreements (the "Forward Sale Agreements") with UBS AG, London
Branch and Wachovia Bank, National Association (the "Forward Purchasers"),
relating to an aggregate of 3 million shares of Common Stock (the "Forward
Shares"). In connection with the execution of the Forward Sale Agreements and at
the Company's request, UBS Securities LLC, and Wachovia Capital Markets, LLC, as
agents for their respective affiliates, are borrowing from third parties and
delivering for sale to the underwriters in the Offering 3 million shares of
Common Stock. The Company will not receive any proceeds from the sale of shares
of Common Stock by the Forward Purchasers. The Company expects to settle the
Forward Sale Agreements and receive proceeds, subject to certain adjustments,
from the sale of the Forward Shares only upon one or more future physical
settlements on a date or dates specified by the Company up to and including the
maturity date. Subject to certain conditions, the Company may also elect cash
settlement for all or a portion of its obligations. The Forward Sale Agreements
provide for an initial forward price of $14.82 per share plus interest based on
the federal funds rate less a spread, less scheduled quarterly decreases, and
will mature one year after closing of the Offering. The Forward Sale Agreements
are subject to early termination under certain circumstances.
The foregoing is a summary description of certain terms of the Forward Sale
Agreements and is qualified in its entirety by the text of the Forward Sale
Agreements attached as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On February 23, 2007, 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.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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1.1 Underwriting Agreement dated February 22, 2007, among the Company and UBS
Securities LLC and Wachovia Capital Markets, LLC, as representatives of
the several underwriters set forth on Schedule A thereto.
10.1 Forward Sale Agreement dated February 22, 2007, between the Company and
UBS AG, London Branch.
10.2 Forward Sale Agreement dated February 22, 2007, between the Company and
Wachovia Bank, National Association.
99.1 Press Release dated February 23, 2007.
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 thereunto duly authorized.
MEDICAL PROPERTIES TRUST, INC.
(Registrant)
By: /s/ R. Steven Hamner
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R. Steven Hamner
Executive Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer)
DATE: FEBRUARY 28, 2007
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