MEDICAL PROPERTIES TRUST, INC
Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated March 19, 2008
Relating to Preliminary Prospectus Supplement dated March 14, 2008 Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-140433
The issuer, Medical Properties Trust, Inc., has filed a registration statement, including a
prospectus and preliminary prospectus supplement, with the SEC for the offering to which this
communication relates. Before you invest, you should read that prospectus and preliminary
prospectus supplement and other documents the issuer has filed with the SEC for more complete
information about the issuer and the offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
UBS Investment Bank toll-free at 1-888-827-7275.
Shares of our common stock to be sold in the offering to which the prospectus supplement relates
will initially be offered at the price of $10.75 per share. After deducting underwriting discounts
and commissions and our estimated offering expenses, we expect to receive net proceeds from the
offering of approximately $111.9 million ($128.8 million if the underwriters exercise their
over-allotment option in full).
The expected proceeds to be received from the concurrent private placement by our operating
partnership of its exchangeable notes due 2013 has changed from $125.0 million aggregate principal
amount (or $143.8 million if the initial purchasers exercise their option to purchase additional
exchangeable notes in full), as stated in the prospectus supplement, to $50.0 million aggregate
principal amount (or $57.5 million in aggregate principal amount if the initial purchasers exercise
their option to purchase additional exchangeable notes in full). Our operating partnership may not
consummate its concurrent private placement of exchangeable notes at all or may not consummate it
for the amount planned. The completion of the private placement of exchangeable notes by our
operating partnership is not subject to the completion of this offering of common stock and the
completion of this offering is not subject to the completion of the private placement. Neither this
offering nor the private placement is conditioned upon the completion of the HCP acquisition.
The following information sets forth certain principal changes in the information contained in the
preliminary prospectus supplement that result from the change in the expected proceeds to be
received by our operating partnership in the concurrent private placement of its exchangeable
notes:
Use of proceeds
We expect to receive approximately $111.9 million in net proceeds from the sale of the common
stock to be issued in this offering ($128.8 million if the underwriters exercise their
over-allotment option in full), after deducting underwriting discounts and commissions and our
estimated offering expenses.
We intend to use the net proceeds from the sale of our common stock by us in this offering to
fund a portion of the purchase price of the HCP acquisition. We intend to consummate the HCP
acquisition on a property-by-property basis, beginning at the end of the first quarter of 2008 and
continuing through the second quarter of 2008. Pending the use of all proceeds to consummate the
HCP acquisition, we intend to invest the net proceeds from this offering in short-term
interest-bearing government securities. To fund the remaining balance of the purchase price, we
plan to use (1) the net proceeds from the concurrent private placement by our operating partnership
of $50.0 million in aggregate principal amount of exchangeable notes (or $57.5 million in aggregate
principal amount if the initial purchasers exercise their over-allotment option in full), (2) the
net proceeds we receive from the sale of three properties to Vibra, as described in the prospectus
supplement, (3) borrowings under our existing credit facility, and (4) borrowings under an interim
loan facility for which we have secured commitments from a syndicate of lenders, as described in
the prospectus supplement.
The following table illustrates how we plan to finance the HCP acquisition:
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Sources of funds |
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(In millions) |
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Proceeds from common stock offered hereby(1) |
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$ |
118.3 |
|
Proceeds from concurrent offering of exchangeable notes(2) |
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|
50.0 |
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Proceeds from sale of three properties to Vibra(3) |
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|
107.0 |
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Borrowings under existing credit facilities |
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|
87.0 |
|
Borrowings under the interim loan facility |
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|
76.9 |
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Total |
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$ |
439.2 |
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Uses of funds |
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Funding of the HCP acquisition and transaction costs(4) |
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$ |
370.9 |
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Funding of acquisition of three properties to be
operated by Vibra |
|
|
55.0 |
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Fees and expenses(5) |
|
|
13.3 |
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Total |
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$ |
439.2 |
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(1) |
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Assumes no exercise of the underwriters over-allotment option. |
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(2) |
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Assumes no exercise of the initial purchasers over-allotment option. |
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(3) |
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Inclusive of $10.0 million loan prepayment and $7.0 million lease termination payment. |
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(4) |
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Reflects $370.9 million purchase price of the acquisition, exclusive of any fees and
expenses to be paid by us. |
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(5) |
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Includes anticipated underwriting discounts and commissions and other expenses
related to this offering, the concurrent private placement by our operating
partnership of exchangeable notes and the interim loan facility. |
The proceeds we ultimately receive from the proposed concurrent private placement of
exchangeable notes by our operating partnership and any borrowings under our existing credit
facility or new interim loan facility are dependent upon numerous factors and subject to general
market conditions. Our operating partnership may not consummate its concurrent private placement of
exchangeable notes or may not consummate it for the amount planned. The net proceeds we receive, if
any, from the concurrent private placement by our operating partnership will determine to what
extent we will need to borrow funds under the interim loan facility. For example, if our operating
partnership receives net proceeds of $60.0 million from its concurrent private placement of
exchangeable notes, we will need to borrow only $66.9 million under the interim loan facility,
whereas if our operating partnership does not consummate its concurrent private placement of
exchangeable notes at all, we will need to borrow a total of approximately $126 million under the
interim loan facility. Accordingly, the amounts shown under Sources of funds above may differ
materially from the actual amounts we receive as between each of the proposed sources of funds.
This offering of common stock is not conditioned on completion of the private placement or
completion of the HCP acquisition, in whole or in part.
In the event that we do not consummate any or a portion of the HCP acquisition, we plan to use
the net proceeds of this offering to repay a portion of the amounts outstanding under our existing
credit facility, to fund future property acquisitions and new mortgage loans to healthcare
operators, and for other general corporate and working capital purposes. There can be no assurance
that the conditions required to consummate the HCP acquisition will be satisfied on the anticipated
schedule or at all. See Risk factors in the prospectus supplement.
Capitalization
The following table sets forth our capitalization as of December 31, 2007:
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on an actual basis; and |
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on an as adjusted basis giving effect to: |
(1) the offering and sale of 11,000,000 shares of our common stock in this offering at
a public offering price of $10.75 per share, after deducting the underwriting discounts and
commissions and our estimated expenses and assuming no exercise of the over-allotment option
by the underwriters;
(2) the concurrent offering by our operating partnership of $50.0 million aggregate
principal amount of its exchangeable notes due 2013, after deducting the initial purchaser
discounts and our estimated expenses and assuming no exercise of the over-allotment option
by the initial purchasers;
(3) the net repayment of $78.0 million under our existing credit facilities in January 2008
from cash on hand;
(4) new borrowings of $87.0 million under our existing credit facilities to fund a portion
of the purchase price of the HCP acquisition; and
(5) new borrowing of $76.9 million under a new interim loan facility to fund a portion of
the purchase price of the HCP acquisition.
The proceeds we ultimately receive from the proposed concurrent private placement of
exchangeable notes by our operating partnership and any borrowings under our existing credit
facility or new interim loan facility are dependent upon numerous factors and subject to general
market conditions We may not consummate the proposed concurrent private placement of exchangeable
notes by our operating partnership or we may not consummate it for the amount planned. Depending on
market conditions, we may increase or decrease the size of the offering by our operating
partnership of exchangeable notes. The net proceeds we receive, if any, from the concurrent private
placement by our operating partnership will determine to what extent we will need to borrow funds
under the interim loan facility. For example, if our operating partnership receives net proceeds of
$60.0 million from its concurrent private placement of exchangeable notes, we will need to borrow
only $66.9 million under the interim loan facility, whereas if our operating partnership does not
consummate its concurrent private placement of exchangeable notes at all, we will need to borrow a
total of approximately $126 million under the interim loan facility. Accordingly, the actual
amounts shown in the As Adjusted column may differ materially from those shown below.
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As of December 31, 2007 |
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Actual |
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As Adjusted |
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Debt: |
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Revolving Credit Facilities(1) |
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$ |
154,985,897 |
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$ |
163,985,897 |
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Interim Loan Facility |
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76,909,150 |
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Exchangeable Senior Notes due 2011 |
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134,704,269 |
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134,704,269 |
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Exchangeable Senior Notes due 2013 |
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50,000,000 |
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Senior Unsecured Notes Due 2016 |
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125,000,000 |
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125,000,000 |
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Term Loan |
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65,835,000 |
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65,835,000 |
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Total Long-Term Debt |
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$ |
480,525,166 |
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$ |
616,434,316 |
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Minority Interests |
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|
77,552 |
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|
77,552 |
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Stockholders Equity: |
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Preferred Stock, $0.001 par value: 10,000,000
shares authorized; no shares issued and
outstanding, actual; no shares issued and
outstanding, as adjusted |
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Common Stock, $0.001 par value: 100,000,000 shares
authorized; 52,133,207 shares issued and
outstanding actual; (2)
63,133,207 shares issued and outstanding, as
adjusted |
|
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52,133 |
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63,133 |
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As of December 31, 2007 |
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Actual |
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As Adjusted |
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Additional Paid-in-Capital |
|
|
540,501,058 |
|
|
|
625,427,558 |
|
Distributions in Excess of Net Income |
|
|
(27,170,405 |
) |
|
|
(27,170,405 |
) |
Treasury Stock |
|
|
(262,343 |
) |
|
|
(262,343 |
) |
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Total Stockholders Equity |
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513,120,443 |
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625,057,943 |
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Total Capitalization |
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$ |
993,723,161 |
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$ |
1,241,569,811 |
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(1) |
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The balance on our revolving credit facilities as of March 12, 2008 was $76,985,897. |
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(2) |
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Excludes 130,000 shares reserved for issuance upon exercise of stock options
outstanding as of March 12, 2008; 45,290 shares reserved for issuance upon the
maturity of vested deferred stock units outstanding at March 12, 2008; 935,000
shares reserved for issuance in connection with equity-based compensation awards
under our Second Amended and Restated 2004 Equity Incentive Plan; 8,326,175 shares
reserved for issuance upon the exchange or redemption of the exchangeable senior
notes due 2011 issued by our operating partnership in November 2006; and any shares
reserved for issuance upon the exchange or redemption of the exchangeable notes
being offered by our operating partnership in a private placement concurrently with
this offering. |
You should read this table in conjunction with the section entitled Managements Discussion
and Analysis of Financial Condition and Results of Operations included in our Annual Report on
Form 10-K for the year ended December 31, 2007 and our consolidated financial statements, related
notes and other financial information that we have incorporated by reference into the prospectus
supplement and the accompanying prospectus.