Pricing Represents a Blended Coupon of
7.885%
Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE:
MPW) today announced the pricing of the private offering of $1.5
billion in aggregate principal amount of senior secured notes due
2032 (the “USD Notes”) and €1.0 billion aggregate principal amount
of senior secured notes due 2032 (the “Euro Notes” and together
with the USD Notes, the “Notes”) to be issued by its operating
partnership, MPT Operating Partnership, L.P., and MPT Finance
Corporation, a wholly-owned subsidiary of the operating partnership
(together, the “Issuers”). The offering sizes of the USD Notes and
the Euro Notes were revised from the previously announced offering
sizes of $2.0 billion and €500 million. The USD Notes priced with a
coupon of 8.500% and the Euro Notes priced with a coupon of 7.000%,
representing a blended coupon of 7.885%. Interest on the Notes will
be payable semi-annually in arrears on February 15 and August 15 of
each year, commencing on August 15, 2025, and will mature on
February 15, 2032. The offering is expected to close on February
13, 2025, subject to customary closing conditions.
The Issuers estimate that the net proceeds from the offering of
the USD Notes will be approximately $1.46 billion and that the net
proceeds from the offering of the Euro Notes will be approximately
€974 million, in each case, after deducting discounts and
commissions to the initial purchasers but before deducting offering
related expenses. The Issuers intend to use a portion of the net
proceeds of the Notes to fund the redemption in full of the
Issuers’ 3.325% senior notes due 2025, 2.500% senior notes due 2026
and 5.250% senior notes due 2026, including related accrued
interest, fees and expenses. The Issuers intend to use the
remaining net proceeds, estimated to be approximately $0.8 billion,
for general corporate purposes, which may include repaying other
indebtedness, including amounts outstanding from time-to-time under
the Company’s revolving credit facility, working capital, capital
expenditures and potential future acquisitions.
The Notes will be fully and unconditionally guaranteed, on a
joint and several basis by the Company and its collateral-owning
subsidiaries, in addition to any other subsidiaries that are
guarantors under the Company’s senior credit facilities and any
U.S. domestic restricted subsidiaries that in the future borrow
under or guarantee borrowings under the Company’s senior credit
facilities. The Notes and the guarantees thereof will be secured by
first-priority liens on equity of the Company’s subsidiaries that,
as of the date hereof, directly own or ground lease a diversified
pool of 167 properties with 19 different operators in the U.S.,
U.K. and Germany. Concurrent with closing the Notes, the Company
expects to enter into an amendment to its senior revolving credit
and term loan agreement to cause the senior revolving credit
facility and senior term loan facility to share in the collateral
and guarantees on a pro rata basis and to make certain other
amendments with respect to the financial covenants.
The offering of the Notes and the related guarantees was and
will be made in a private transaction in reliance upon an exemption
from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), in the United States only to
persons reasonably believed to be “qualified institutional buyers,”
as that term is defined in Rule 144A under the Securities Act, or
outside the United States pursuant to Regulation S under the
Securities Act. The Notes and the related guarantees have not been
registered under the Securities Act or the securities laws of any
other jurisdiction and may not be offered or sold in the United
States without registration or an applicable exemption from
registration requirements.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. This notice is being issued pursuant to and in
accordance with Rule 135c under the Securities Act.
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a self-advised real estate
investment trust formed in 2003 to acquire and develop net-leased
hospital facilities. From its inception in Birmingham, Alabama, the
Company has grown to become one of the world’s largest owners of
hospital real estate with 402 facilities and approximately 40,000
licensed beds in nine countries and across three continents as of
September 30, 2024. MPT’s financing model facilitates acquisitions
and recapitalizations and allows operators of hospitals to unlock
the value of their real estate assets to fund facility
improvements, technology upgrades and other investments in
operations.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements can generally be identified by
the use of forward-looking words such as “may”, “will”, “would”,
“could”, “expect”, “intend”, “plan”, “estimate”, “target”,
“anticipate”, “believe”, “objectives”, “outlook”, “guidance” or
other similar words, and include statements regarding our
strategies, objectives, asset sales and other liquidity
transactions (including the use of proceeds thereof), expected
re-tenanting of facilities and any related regulatory approvals,
and expected outcomes from Prospect’s Chapter 11 restructuring
process. Forward-looking statements involve known and unknown risks
and uncertainties that may cause our actual results or future
events to differ materially from those expressed in or underlying
such forward-looking statements, including, but not limited to: (i)
our ability to successfully consummate the senior notes offering
described in this press release, on the terms described herein or
at all; (ii) the risk that the outcome and terms of the bankruptcy
restructuring of Prospect will not be consistent with those
anticipated by the Company; (iii) the risk that previously
announced or contemplated property sales, loan repayments, and
other capital recycling transactions do not occur as anticipated or
at all; (iv) the risk that MPT is not able to attain its leverage,
liquidity and cost of capital objectives within a reasonable time
period or at all; (v) MPT’s ability to obtain or modify the terms
of debt financing on attractive terms or at all, as a result of
changes in interest rates and other factors, which may adversely
impact its ability to pay down, refinance, restructure or extend
its indebtedness as it becomes due, or pursue acquisition and
development opportunities; (vi) the ability of our tenants,
operators and borrowers to satisfy their obligations under their
respective contractual arrangements with us; (vii) the ability of
our tenants and operators to operate profitably and generate
positive cash flow, remain solvent, comply with applicable laws,
rules and regulations in the operation of our properties, to
deliver high-quality services, to attract and retain qualified
personnel and to attract patients; (viii) the risk that we are
unable to monetize our investments in certain tenants at full value
within a reasonable time period or at all, (ix) our success in
implementing our business strategy and our ability to identify,
underwrite, finance, consummate and integrate acquisitions and
investments; and (x) the risks and uncertainties of litigation or
other regulatory proceedings.
The risks described above are not exhaustive and additional
factors could adversely affect our business and financial
performance, including the risk factors discussed under the section
captioned “Risk Factors” in our most recent Annual Report on Form
10-K and our Form 10-Q, and as may be updated in our other filings
with the SEC. Forward-looking statements are inherently uncertain
and actual performance or outcomes may vary materially from any
forward-looking statements and the assumptions on which those
statements are based. Readers are cautioned to not place undue
reliance on forward-looking statements as predictions of future
events. We disclaim any responsibility to update such
forward-looking statements, which speak only as of the date on
which they were made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250130801790/en/
Drew Babin, CFA, CMA Head of Financial Strategy and Investor
Relations Medical Properties Trust, Inc. (646) 884-9809
dbabin@medicalpropertiestrust.com
Medical Properties (NYSE:MPW)
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