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MPW > SEC Filings for MPW > Form 8-K on 14-Aug-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Regulation FD Disclosure

Item1.01. Entry into a Material Definitive Agreement.

On August 8, 2013, affiliates of Medical Properties Trust, Inc. (the "Company") entered into a purchase and sale agreement (the "Agreement") with affiliates of IASIS Healthcare LLC ("IASIS") (the "Seller") for the acquisition of the real estate associated with three general acute care hospitals for an aggregate purchase price of $283.3 million, which will be leased back to IASIS. The leases will have 15-year terms with renewal options, and provide for annual increases based on the consumer price index, limited to a 2.5% ceiling.

The table below sets forth pertinent details with respect to the three facilities as of August 14, 2013:

     Property                                      State      Beds       Square Feet
     Mountain Vista Medical Center, LP                 AZ       178           405,011
     IASIS Glenwood Regional Medical Center, LP        LA       268           330,323
     The Medical Center of Southeast Texas, LP         TX       224           349,461

The acquisition is subject to customary real estate, regulatory and other closing conditions.

Pursuant to the Agreement, the Company has made good faith deposits in an aggregate amount of $14.1 million. If the acquisition is not consummated due to the Company's material default or breach, the Seller will be entitled to terminate the Agreement and retain the good faith deposit. If the acquisition is not consummated due to the Seller's material default or breach, the Company will be entitled to either (i) sue for the specific performance or (ii) the return of the good faith deposit.

In addition to the pending relationships described in the Agreement, an affiliate of the Company is presently lessor of a separate hospital facility, Pioneer Valley Hospital in West Valley City, UT, to a separate affiliate of IASIS. In connection with closing of the transactions contemplated by the Agreement, the lease with respect to this facility will be amended to provide, among other things, for approximately $2.0 million in funding from the lessor for property improvements, and an extension of its term from 2019 to 2028.

Item 7.01. Regulation FD Disclosure

On August 14, 2013, the Company issued a press release announcing the Agreement, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference in any filing of the Company with the Securities and Exchange Commission, except as expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press release dated August 14, 2013

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