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.
On December 27, 2019, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with each of SunTrust Robinson Humphrey, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated and Wells Fargo Securities, LLC (each, an “Agent”, and collectively, the “Agents”), each of Barclays Capital Inc., BofA Securities, Inc., Credit Agricole Securities (USA) Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., MUFG Securities Americas Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC (each, a “Forward Seller”, and collectively, the “Forward Sellers”) and the other parties named therein, relating to the offer and sale of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $1,000,000,000 (the “Shares”).
Sale of the Shares may be made in privately negotiated transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including without limitation sales made directly on the New York Stock Exchange, on any other existing trading market for the Common Stock or to or through a market maker, or otherwise or as may be agreed between the Company and the applicable Agent.
The Equity Distribution Agreement contemplates that, in addition to the issuance and sale of the Shares by the Company through or to the Agents, acting as its sales agents or as principals, as applicable, the Company may also enter into one or more forward transactions under separate master forward sale confirmations and related supplemental confirmations, with each of Barclays Bank PLC, Bank of America, N.A., Crédit Agricole Corporate and Investment Bank, Credit Suisse Capital LLC, Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., MUFG Securities EMEA plc, Raymond James & Associates, Inc., Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association. When acting in their capacity as purchasers under any forward sale transactions, these entities are referred to
individually as a “Forward Purchaser” and collectively as the “Forward Purchasers”. If the Company enters into a forward sale transaction with any Forward Purchaser, it expects that such Forward Purchaser or one of its affiliates will attempt to borrow from third parties and sell, through its related Forward Seller, the number of shares of Common Stock underlying such forward sale transaction in order to hedge such Forward Purchaser’s exposure under such forward sale transaction.
The Shares will be issued pursuant to the Company’s and the Operating Partnership’s shelf registration statement on Form
S-3
(Registration Nos.
333-229103
and
333-229103-01),
which initially became effective upon filing with the Securities and Exchange Commission on December 31, 2018, and a prospectus supplement, dated December 27, 2019, as the same may be amended or supplemented.