This Current Report on Form
8-K
is filed by Medical Properties Trust, Inc., a Maryland corporation (the “Company”), and MPT Operating Partnership, L.P., a Delaware limited partnership through which the Company conducts substantially all of its operations (the “Operating Partnership”). Through one of its wholly-owned subsidiaries, the Company serves as the sole general partner of the Operating Partnership.
Item 8.01. Other Events.
On August 11, 2025, the Company and the Operating Partnership entered into an equity distribution agreement (the “Equity Distribution Agreement”) with each of Truist Securities, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Credit Agricole Securities (USA) Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC, as agents and/or forward sellers (in their capacity as agents, each, an “Agent” and collectively, the “Agents”, and in their capacity as forward sellers, each, a “Forward Seller” and collectively, the “Forward Sellers”), and each of Truist Bank, Bank of America, N.A., Barclays Bank PLC, BNP PARIBAS, Citizens JMP Securities, LLC, Crédit Agricole Corporate and Investment Bank, Goldman Sachs & Co. LLC, Mizuho Markets Americas LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of Nova Scotia and Wells Fargo Bank, National Association, as forward purchasers (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”), relating to the offer and sale of shares of the common stock of the Company, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $500,000,000 (the “Shares”).
Sale of the Shares may be made in privately negotiated transactions, which may include block trades, or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the New York Stock Exchange, on any other existing trading market for the Common Stock or to or through a market maker, or otherwise or as may be agreed between the Company and the applicable Agent.
The Equity Distribution Agreement contemplates that, in addition to the issuance and sale of the Shares by the Company through the Agents or to the Agents, as principals, the Company may also enter into one or more forward transactions under separate master forward sale confirmations and related supplemental confirmations, with each of the Forward Purchasers. If the Company enters into a forward sale transaction with any Forward Purchaser, it expects that such Forward Purchaser or one of its affiliates will attempt to borrow from third parties and sell, through its related Forward Seller, the number of shares of Common Stock underlying such forward sale transaction in order to hedge such Forward Purchaser’s exposure under such forward sale transaction.
The Company will not initially receive any proceeds from any sale of shares of Common Stock borrowed by a Forward Seller (or affiliate thereof) and sold through a Forward Seller. The Company expects to fully physically settle each forward sale transaction, if any, on one or more dates specified by the Company on or prior to the maturity date of such forward sale transaction, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares underlying such forward sale transaction multiplied by the relevant forward sale price per share. However, subject to certain exceptions, the Company may also elect to cash settle or net share settle all or any portion of its obligations under any forward sale transaction. If the Company elects to cash settle any forward sale transaction, it may not receive any proceeds and may owe cash to the applicable Forward Purchaser. If the Company elects to net share settle any forward sale transaction, it will not receive any proceeds and may owe shares of Common Stock to the applicable Forward Purchaser.
The Agents will receive from the Company a commission of up to 2.0% of the gross sales price of all Shares sold under the Equity Distribution Agreement. In connection with any forward sale transaction, the Company will pay the applicable Forward Seller a commission, in the form of a reduced initial forward sale price under the related forward sale transaction, at a mutually agreed rate not exceeding 2.0% of the volume-weighted average of the sales prices per share of the borrowed shares of Common Stock sold through such Forward Seller during the applicable forward hedge selling period (subject to certain adjustments).
The Company may also sell some or all of the Shares to an Agent as principal for its own account at a price agreed upon at the time of sale.