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MPW > SEC Filings for MPW > Form 8-K on 19-Sep-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Regulation FD Disclosure

Item 1.01. Entry into a Material Definitive Agreement.

On September 13, 2013, affiliates of Medical Properties Trust, Inc. (the "Company") entered into an agreement to acquire 11 rehabilitation facilities in the Federal Republic of Germany from RHM Klinik-und Altenheimbetriebe GmbH & Co. KG ("RHM") for an aggregate purchase price, including payment by the Company of approximately €9.0 million in applicable transfer taxes, of €184.0 million (plus a commitment to provide up to €10.0 million in financing for the construction of additions to the facilities within the next two years). Each of the facilities will be leased back to RHM under a master lease providing for a term of 27 years and for annual rent increases of 2.0 % from 2015 through 2017, and of 0.5 % thereafter. On December 31, 2020 and every three years thereafter rent will also be increased to reflect 70% of cumulative increases in the German consumer price index.

The table below sets forth pertinent details with respect to the eleven facilities to be acquired:

                                                                                          Number of
                                                                                          licensed         Number of
Property                                  Type of property             Location             beds          square feet
Klinik Sonnenwende                     Rehabilitation Facility       Bad Dürkheim                117           146,874
Rhein-Haardt-Klinik                    Rehabilitation Facility       Bad Dürkheim                119            60,149
Dürkheimer Höhe                        Subacute Rehabilitation       Bad Dürkheim                198            81,537
Klaus-Miehlke-Klinik                   Rehabilitation Facility    Wiesbaden-Bierstadt            196            86,606
Vesalius-Klinik                        Rehabilitation Facility       Bad Rappenau                174           120,857
Antoniusstift                          Subacute Rehabilitation       Bad Rappenau                 90            77,080
Park-Klinik                            Rehabilitation Facility       Bad Dürkheim                285           170,177
Psychotherapeutische Klinik            Rehabilitation Facility      Bad Liebenwerda              122            44,455
Fontana Klinik                         Rehabilitation Facility      Bad Liebenwerda              206           119,350
Christiaan-Barnard-Klinik              Rehabilitation Facility    Dahlen-Schmannewitz            234           186,829
Wohnheim Hillersbach                   Subacute Rehabilitation     Ortenberg/Lißberg              58            27,792

Total                                                                                          1,799         1,121,706

The acquisition is subject to customary real estate, regulatory and other closing conditions, including waiver of any statutory pre-emption rights by local municipalities. The agreement provides the parties with limited mutual termination rights, in whole or in part, in the event the conditions to closing are not satisfied. If the agreement is terminated in this case due to the default of one of the parties, the other party is entitled to liquidated damages of €3.0 million, plus notary and court costs, as its sole remedy.

The Company currently expects to consummate the acquisition during the fourth quarter of 2013.

Item 7.01. Regulation FD Disclosure.

On September 19, 2013, the Company issued a press release announcing the RHM acquisition, 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 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 if 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 references in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press release dated September 19, 2013

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