BIRMINGHAM, Ala., Jun 15, 2011 (BUSINESS WIRE) --
Medical Properties Trust, Inc. (the "Company") (NYSE: MPW) today
announced that it has commenced a cash tender offer to purchase any and
all of the outstanding 9.25% Exchangeable Senior Notes due 2013 (CUSIP
Number 55342NAG5) issued by the Company's operating partnership, MPT
Operating Partnership, L.P. The tender offer will expire at 12:00
midnight, New York City time, on July 13, 2011 (inclusive of July 13,
2011), unless extended or earlier terminated by the Company. $82,000,000
aggregate principal amount of the exchangeable notes were outstanding as
of June 15, 2011.
The tender offer is being made solely pursuant to the Offer to Purchase
dated June 15, 2011 and the accompanying Letter of Transmittal, which
were filed by the Company with the Securities and Exchange Commission on
June 15, 2011, as exhibits to a Tender Offer Statement on Schedule TO.
The terms and conditions of the tender offer are more fully set forth in
those documents.
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, the Company is offering to pay, for each $1,000 principal
amount of exchangeable notes, a cash purchase price equal to the sum of
(i) (x) the arithmetic average of the volume weighted prices per share
of the Company's common stock on the trading days beginning on June 20,
2011 and ending on July 11, 2011 (calculated as described in the Offer
to Purchase) multiplied by (y) 32.3559, plus (ii) a fixed cash amount of
$807.91. In no event will the purchase price per $1,000 principal amount
of exchangeable notes be less than $1,000.00 or greater than $1,300.00.
The Company will also pay accrued and unpaid interest in respect of any
exchangeable notes accepted for purchase in the tender offer to, but not
including, the settlement date for the tender offer, which is expected
to be the next business day following the expiration date. In order to
receive the purchase price, holders of the exchangeable notes must
validly tender and not validly withdraw their exchangeable notes at or
prior to the expiration date. The Company will determine the final
purchase price promptly after the close of trading on the New York Stock
Exchange on July 11, 2011 and will announce the final purchase price no
later than 9:00 a.m., New York City time, on the next business day. The
final purchase price also will be posted at such time on the internet at www.gbsc-usa.com/mpt
and will be available from the information agent for the tender offer.
Prior to determining the final purchase price, an indicative purchase
price will be posted on the website http://www.gbsc-usa.com/mpt
and will be available from the information agent for the tender offer.
As described in the Offer to Purchase, holders of the exchangeable notes
may withdraw the tender of their exchangeable notes at any time on or
prior to the expiration date. Validly withdrawn exchangeable notes may
be re-tendered at any time on or prior to the expiration date.
The tender offer is conditioned on the Company's receipt of the consent
of lenders under the Company's existing credit facility, in addition to
other customary closing conditions, and is subject to the satisfaction
or waiver of certain other conditions set forth in the Offer to
Purchase. The tender offer is not conditioned on the tender of a minimum
amount of exchangeable notes. Subject to applicable law, the Company may
amend, extend or, subject to certain conditions, terminate the tender
offer at any time.
This press release is for informational purposes only and is not an
offer to sell or purchase or the solicitation of an offer to sell or
purchase any securities discussed herein. The tender offer is only being
made pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal. The tender offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, "blue sky" or other laws of such
jurisdiction. None of the Company, the dealer manager, the depositary,
the information agent, the trustee or their respective affiliates is
making any recommendation as to whether or not holders should tender all
or any portion of their exchangeable notes in the tender offer. Holders
are urged to read the documents related to the tender offer carefully
before making any decision with respect to the tender offer. Holders
must make their own decisions as to whether to participate in the tender
offer, and if they decide to do so, the principal amount of the
exchangeable notes to tender.
The Company has engaged Deutsche Bank Securities Inc. to act as dealer
manager for the tender offer. The Company has engaged Global Bondholder
Services Corporation to act as information agent and depositary for the
tender offer. Requests for documents may be directed to Global
Bondholder Services Corporation at (866) 470-3900 (U.S. toll free) or at
(212) 430-3774 (collect), or in writing to 65 Broadway, Suite 404, New
York, NY 10006, Attention: Corporate Actions. Questions regarding the
tender offer may be directed to Deutsche Bank Securities Inc. at (800)
503-4611 (U.S. toll free), or in writing to 100 Plaza One, Jersey City,
New Jersey 07311.
About Medical Properties Trust, Inc.
Medical Properties Trust, Inc. is a Birmingham, Alabama based
self-advised real estate investment trust formed to capitalize on the
changing trends in healthcare delivery by acquiring and developing
net-leased healthcare facilities. These facilities include inpatient
rehabilitation hospitals, long-term acute care hospitals, regional acute
care hospitals, ambulatory surgery centers and other single-discipline
healthcare facilities, such as heart hospitals and orthopedic hospitals.
The statements in this press release that are forward looking are
based on current expectations and actual results or future events may
differ materially. Words such as "expects," "believes," "anticipates,"
"intends," "will," "should" and variations of such words and similar
expressions are intended to identify such forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results of the
Company or future events to differ materially from those expressed in or
underlying such forward-looking statements, including without
limitation: the Company's ability to consummate the tender offer for the
exchangeable notes; national and economic, business, real estate and
other market conditions; the competitive environment in which the
Company operates; the execution of the Company's business plan;
financing risks; the Company's ability to maintain its status as a REIT
for federal income tax purposes; acquisition and development risks;
potential environmental and other liabilities; and other factors
affecting the real estate industry generally or healthcare real estate
in particular. For further discussion of the factors that could affect
outcomes, please refer to the "A Warning About Forward-Looking
Statements" and "Item 1A. Risk Factors" sections of the Company's Annual
Report on Form 10-K for the year ended December 31, 2010, filed on
February 28, 2011, as amended by the Company's Annual Report on Form
10-K/A for the year ended December 31, 2010, filed on April 12, 2011,
the "Forward-Looking Statements" and "Item 1A. Risk Factors" sections of
the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2011, filed on May 10, 2011, and as further updated by the Company's
subsequently filed Quarterly Reports on Form 10-Q and the Company's
other SEC filings. Except as otherwise required by the federal
securities laws, the Company undertakes no obligation to update the
information in this press release.
SOURCE: Medical Properties Trust, Inc.
Medical Properties Trust, Inc.
Charles Lambert, 205-397-8897
Finance Director
clambert@medicalpropertiestrust.com