Item 1.01. Entry into a Material Definitive Agreement.
In connection with the commencement of an at the market equity offering
program under which Medical Properties Trust, Inc. (the "Company") may sell up
to an aggregate amount of $50 million of shares of its common stock (the
"Shares") from time to time in "at the market" offerings or certain other
transactions (the "Offering"), the Company today filed with the Securities and
Exchange Commission (the "SEC") a prospectus supplement dated November 9, 2009
(the "Prospectus Supplement"). The Company may sell the Shares in amounts and at
times to be determined by the Company from time to time, but has no obligation
to sell any of the Shares in the Offering. Actual sales will depend on a variety
of factors to be determined by the Company from time to time, including (among
others) market conditions, the trading price of the Company's common stock and
determinations by the Company of the appropriate sources of funding for the
Company.
The Offering will occur pursuant to three separate equity distribution
agreements (individually, a "Equity Distribution Agreement" and together, the
"Equity Distribution Agreements") entered into by the Company with each KeyBanc
Capital Markets Inc., Deutsche Bank Securities Inc. and RBC Capital Markets
Corporation, as agents for the offer and sale of the Shares (individually, a
"Sales Agent" and together, the "Sales Agents"). Each Equity Distribution
Agreement provides that the Company may offer and sell from time to time
pursuant to the Equity Distribution Agreements up to a combined total of
$50,000,000 of shares of its common stock through the Sales Agents. The Equity
Distribution Agreements provide that each Sales Agent will be entitled to
compensation equal to 2.0% of the gross sales price per share for any of the
Shares sold under the relevant Equity Distribution Agreement.
Sales of the Shares, if any, under the Equity Distribution Agreements may be
made in transactions that are deemed to be "at the market offerings" as defined
in Rule 415 under the Securities Act of 1933, as amended, including sales made
directly on the New York Stock Exchange or sales made to or through a market
maker other than on an exchange, as well as in negotiated or other transactions
described in the Prospectus Supplement. The Company has no obligation to sell
any of the Shares in the Offering, and may at any time suspend solicitation and
offers under the sales agency financing agreements or terminate the sales agency
financing agreements.
The Shares will be issued pursuant to the Prospectus Supplement and the
Company's automatic shelf registration statement on Form S-3 (File
No. 333-140433) filed on February 15, 2007 with the SEC. This Current Report
shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration of qualification
under the securities laws of any such state.
The Equity Distribution Agreements are filed as Exhibits 1.1, 1.2 and 1.3 to
this Current Report. The description of the Equity Distribution Agreements does
not purport to be complete and is qualified in its entirety by reference to the
Equity Distribution Agreements filed herewith as exhibits to the Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1 Equity Distribution Agreement, dated November 9, 2009, by and among
Medical Properties Trust, Inc., MPT Operating Partnership, L.P. and
KeyBanc Capital Markets Inc.
1.2 Equity Distribution Agreement, dated November 9, 2009, by and among
Medical Properties Trust, Inc., MPT Operating Partnership, L.P. and
Deutsche Bank Securities Inc.
1.3 Equity Distribution Agreement, dated November 9, 2009, by and among
Medical Properties Trust, Inc., MPT Operating Partnership, L.P. and RBC
Capital Markets Corporation
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Exhibit No. Description
5.1 Opinion of Goodwin Procter LLP regarding the legality of shares offered
8.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. with
respect to certain tax matters
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
(included in Exhibit 8.1)
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