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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): OCTOBER 27, 2005
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.
On October 27, 2005, MPT Operating Partnership, L.P., (the "Company"), a
subsidiary of Medical Properties Trust, Inc. (the "Registrant"), entered into a
Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P.,
as the borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc. ("Merrill Lynch Capital"), as Administrative Agent and
Lender, and Additional Lenders From Time to Time a Party thereto (the "Credit
Agreement"). The Credit Agreement replaces the Loan Agreement dated December 31,
2004, among various subsidiaries of Medical Properties Trust, Inc., as the
borrowers, and Merrill Lynch Capital, as the lender.
The Credit Agreement provides for secured revolving loans of up to $100
million in aggregate principal amount. The principal amount may be increased to
$175 million at the Company's request. The amounts borrowed are secured by
mortgages on real property owned by certain subsidiaries of the Registrant and
are guaranteed by the Registrant. Properties which the Company uses to secure
the loans under the Credit Agreement make up the "borrowing base." The borrowing
base and, therefore, borrowings, are limited based on: (i) the appraised value
of the borrowing base and (ii) rent income from and financial performance of the
operator lessees of the borrowing base.
Interest on borrowings under the Credit Agreement will accrue monthly at
one month LIBOR, plus a spread which increases as amounts borrowed increase as a
percentage of the borrowing base. The Company must also pay certain fees based
on the amount borrowed in any monthly period. The Credit Agreement expires on
October 26, 2009, and may be extended by the Company for one additional year
upon payment of a fee.
The Credit Agreement contains representations, financial and other
affirmative and negative covenants, events of default and remedies typical for
this type of facility.
The foregoing description of the Credit Agreement is qualified in its
entirety by the full terms and conditions of the Credit Agreement which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
See the information set forth in Item 1.01, which is incorporated by
reference herein.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION.
See the information set forth in Item 1.01, which is incorporated by
reference herein.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS:
EXHIBIT
NUMBER DESCRIPTION
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10.1 Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P., the
borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services, Inc., as Administrative Agent and Lender, and Additional Lenders From Time to
Time a Party thereto
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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: November 2, 2005
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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10.1 Credit Agreement dated October 27, 2005, among MPT Operating Partnership, L.P., the
borrower, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services, Inc., as Administrative Agent and Lender, and Additional Lenders From Time to
Time a Party thereto
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