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MPW > SEC Filings for MPW > Form 8-K on 16-Apr-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On April 10, 2014, 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, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters listed in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Issuers agreed to issue and sell to the Underwriters $300,000,000 aggregate principal amount of the Issuers' 5.50% Senior Notes due 2024 (the "Notes"). The offering of the Notes is expected to close on April 17, 2014, 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

  No.                                     Description

 1.1         Underwriting Agreement, dated April 10, 2014, among the Issuers, the
             Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
             representative of the several underwriters listed in Schedule 1

 5.1         Opinion of Goodwin Procter LLP regarding legality of securities

 5.2         Opinion of Arendt & Medernach regarding legality of guarantees offered

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

23.2         Consent of Arendt & Medernach (included in Exhibit 5.2)

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