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MPW > SEC Filings for MPW > Form 8-K on 1-Oct-2013All Recent SEC Filings

Show all filings for MEDICAL PROPERTIES TRUST INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MEDICAL PROPERTIES TRUST INC


1-Oct-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On September 26, 2013, the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (the "Company"), MPT Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), MPT Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Operating Partnership ("MPT Finance," and together with the Operating Partnership, the "Issuers"), and the Company and certain of its subsidiaries (collectively, with the Company, the "Guarantors") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch International, as a representative of the several underwriters named therein (collectively, the "Underwriters"), pursuant to which the Issuers agreed to issue and sell to the Underwriters 200,000,000 aggregate principal amount of the Issuers' 5.750% Senior Notes due 2020 (the "Notes"). The offering of the Notes is expected to close on or about October 10, 2013, subject to customary closing conditions.

The Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Guarantors.

The offering and sale of the Notes was made pursuant to a free writing prospectus, preliminary prospectus supplement and final prospectus supplement pursuant to the Issuers' and Guarantors' effective registration statement on Form S-3 (File No. 333-190543), each of which has been filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and covenants by the Issuers and the Guarantors. It also provides for customary indemnification by each of the Issuers and the Guarantors for losses or damages arising out of or in connection with the sale of the Notes.

The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description
1.1               Underwriting Agreement, dated September 26, 2013, among the
                  Issuers, the Guarantors and Merrill Lynch International, as a
                  representative of the several underwriters named therein

5.1               Opinion of Goodwin Procter LLP regarding legality of senior notes
                  offered

23.1              Consent of Goodwin Procter LLP (included in Exhibit 5.1)


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