Item 1.01. Entry into a Material Definitive Agreement.
OnOctober 6, 2021 ,MPT Operating Partnership, L.P. (the "Operating Partnership"), aDelaware limited partnership and the operating partnership ofMedical Properties Trust, Inc. , aMaryland corporation (the "Company"), andMPT Finance Corporation , aDelaware corporation and wholly owned subsidiary of theOperating Partnership (together with theOperating Partnership , the "Issuers"), completed a public offering of €500,000,000 aggregate principal amount of 0.993% senior notes due 2026 (the "Notes"). The Notes are governed by the terms of an Indenture, dated as ofOctober 10, 2013 (the "Base Indenture"), among the Company, the Issuers, certain subsidiaries of theOperating Partnership andWilmington Trust, National Association , as trustee (the "Trustee"), as supplemented by the Nineteenth Supplemental Indenture, dated as ofOctober 6, 2021 (the "Nineteenth Supplemental Indenture" and, together with the Base Indenture, the "Indenture") among the Issuers, the Company, the Trustee, andElavon Financial Services DAC , as initial paying agent, registrar and transfer agent (the "Paying Agent, Registrar and Transfer Agent"). Interest on the Notes will be payable annually onOctober 15 of each year, commencing onOctober 15, 2022 . The Notes will pay interest in cash at a rate of 0.993% per year and will mature onOctober 15, 2026 . The Notes are redeemable in whole at any time or in part from time to time, at the Issuers' option. If the Notes are redeemed prior to 30 days before maturity, the redemption price will be equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. Within the period beginning on or after 30 days before maturity, the Notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company. In the event of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes may require the Issuers to repurchase some or all of its Notes at a repurchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of purchase. The Indenture restricts the Issuers' ability and the ability of their restricted subsidiaries to, among other things: (i) incur debt; (ii) pay dividends and make distributions; (iii) create liens; (iv) enter into transactions with affiliates; and (v) merge, consolidate or transfer all or substantially all of their assets. The Indenture also requires the Issuers and their restricted subsidiaries to maintain total unencumbered assets of at least 150% of their collective unsecured debt. All of these covenants are subject to a number of important limitations and exceptions under the Indenture. The Indenture also provides for customary events of default, including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal of, the Notes, as applicable, the failure to comply with certain covenants and agreements specified in the Indenture for a period of time after notice has been provided, the acceleration of other indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, and certain events of insolvency. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable, except that an Event of Default resulting from certain events of insolvency with respect to an Issuer will automatically cause the Notes to become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of Notes. The offering and sale of the Notes was made pursuant to a free writing prospectus, preliminary prospectus supplement and final prospectus supplement pursuant to the Issuers' and the Company's effective registration statement on Form S-3 (Registration Nos. 333-229103, 333-229103-01 and 333-229103-02), which has been filed with theSecurities and Exchange Commission . The offering closed onOctober 6, 2021 and generated approximately €496 million ($588 million ) in net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses.The Operating Partnership intends to use the full amount of the net proceeds, along with cash on hand, to fund the redemption of all of its outstanding 4.000% senior unsecured notes due 2022, and any remaining net proceeds for general corporate purposes, which may include repaying amounts outstanding from time-to-time under the revolving credit facility portion of itsU.S. credit agreement, working capital, capital expenditures and potential future acquisitions. The foregoing is a summary description of certain terms of the Notes and the Indenture, and is qualified in its entirety by reference to the text of the Indenture (including the form of Note included as an exhibit thereto). A copy of the Base Indenture and the Nineteenth Supplemental Indenture (including the form of Note included as an exhibit thereto) are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The Trustee has in the past provided and may from time to time in the future provide trustee, registrar, exchange agent, paying agent and other services to the Company and the Issuers. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 4.1 Indenture, dated as ofOctober 10, 2013 , amongMedical Properties Trust, Inc. ,MPT Operating Partnership, L.P. ,MPT Finance Corporation , certain subsidiaries of theOperating Partnership , andWilmington Trust, National Association , as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K ofMedical Properties Trust, Inc. andMPT Operating Partnership, L.P. filed with theSecurities and Exchange Commission onOctober 16, 2013 ) 4.2* Nineteenth Supplemental Indenture, dated as ofOctober 6, 2021 , by and amongMPT Operating Partnership, L.P. andMPT Finance Corporation , as issuers,Medical Properties Trust, Inc. , as guarantor,Wilmington Trust, National Association , as trustee, andElavon Financial Services DAC , as initial paying agent, registrar and transfer agent 4.3* Form of Note (included in Exhibit 4.2 above) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.
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