Medical Properties Trust Initiates Cash Tender Offer for Certain of Its Subsidiary's Outstanding Notes

Wireless News
06-18-2011
Medical Properties Trust Initiates Cash Tender Offer for Certain of Its Subsidiary's Outstanding Notes
Type: News

Medical Properties Trust, Inc. announced that it has commenced a cash tender offer to purchase any and all of the outstanding 9.25 percent Exchangeable Senior Notes due 2013 (CUSIP Number 55342NAG5) issued by the Company's operating partnership, MPT Operating Partnership, L.P.

In a release, the Company said that the tender offer will expire at 12 midnight, New York City time, on July 13, (inclusive of July 13,), unless extended or earlier terminated by the Company. $82,000,000 aggregate principal amount of the exchangeable notes were outstanding as of June 15.
The tender offer is being made solely pursuant to the Offer to Purchase dated June 15, and the accompanying Letter of Transmittal, which were filed by the Company with the Securities and Exchange Commission on June 15, 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, and ending on July 11, (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 said that it 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, and will announce the final purchase price no later than 9 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 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.

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.

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