Medical Properties Trust issues $2.4B 2032 secured notes

Rhea-AI Filing Summary

Medical Properties Trust, Inc., through MPT Operating Partnership, L.P. and MPT Finance Corporation, entered into a material financing transaction with institutional investors, issuing $2.4 billion aggregate principal amount of new 9.25% senior secured notes due 2032 in a private placement and exchange.

The issuers intend to use the net cash proceeds to redeem in full their senior notes due 2026 and partially redeem senior notes due 2027, while the exchange component refinances approximately $1.5 billion of unsecured notes maturing between 2027 and 2031. The notes pay interest semi-annually beginning December 15, 2026 and mature on February 15, 2032, with various optional redemption features, including an equity-funded redemption of up to 40% of the notes at 109.250% of principal before August 10, 2028.

The notes are fully and unconditionally guaranteed on a joint and several basis by the company and specified subsidiaries, and are secured by first-priority liens on equity and certain real properties of first-lien guarantors, with future second-lien status tied to the revolving credit facility. The indenture includes restrictive covenants, requires total unencumbered assets of at least 150% of collective unsecured debt, and provides customary events of default and a Change of Control repurchase right at 101% of principal plus accrued interest.

Positive

• $2.4 billion 2032 secured notes extend debt maturities, with proceeds earmarked to fully redeem 2026 notes, partially redeem 2027 notes, and refinance about $1.5 billion of unsecured notes maturing 2027–2031, improving the overall debt maturity profile.

Negative

• New 9.25% senior secured notes add high-cost, lien-secured debt with tight covenants, including maintaining unencumbered assets at least 150% of unsecured debt, which may constrain future financial flexibility and increase interest expense.

Filing Explained

The new notes are already issued, but their unregistered status limits future offers or sales to permitted non-registration transactions.

This Form 8-K reports that the previously announced financing closed on August 10, 2026: the issuers issued $2.4 billion of 9.25% senior secured notes, creating the disclosed direct debt obligation, with maturity on February 15, 2032.

The notes were placed with selected institutional investors outside a public offering and were not registered under the Securities Act; they may be offered or sold only under an exemption or in a transaction not subject to registration.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New senior secured notes: $2.4 billion aggregate principal amount Coupon rate: 9.25% Refinanced unsecured notes: approximately $1.5 billion +4 more

7 metrics

New senior secured notes $2.4 billion aggregate principal amount Principal amount of 9.25% senior secured notes due 2032 issued August 10, 2026

Coupon rate 9.25% Stated interest rate on new senior secured notes due 2032

Refinanced unsecured notes approximately $1.5 billion Aggregate principal amount of 2027–2031 unsecured notes refinanced via private exchange

Maturity date February 15, 2032 Final maturity of new 9.25% senior secured notes

Equity-funded redemption price 109.250% Redemption price for up to 40% of notes using equity proceeds before August 10, 2028

Change of Control put 101% of principal Repurchase price plus accrued interest if holders exercise Change of Control right

Unencumbered assets covenant 150% Required minimum total unencumbered assets relative to collective unsecured debt

Key Terms

make-whole redemption price, Change of Control, Events of Default, debtor-in-possession, +1 more

5 terms

make-whole redemption price financial

"may redeem some or all of the Notes at any time on or prior to August 10, 2028 at a “make-whole” redemption price"

The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.

Change of Control financial

"Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes may require"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Events of Default financial

"The Indenture also provides for customary events of default, including, but not limited to, the failure to make payments"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

debtor-in-possession financial

"causes of action of Prospect Medical Holdings, Inc. (“Prospect”), which serve as collateral for debtor-in-possession and other fundings"

A debtor-in-possession is a company that has filed for bankruptcy protection but is allowed to keep operating and managing its assets while a court oversees the restructuring process. Investors pay attention because this status can help preserve business value and cash flow during reorganization, affect the priority of new loans and claims, and shape how much existing shareholders and creditors ultimately recover—like a shopkeeper allowed to stay open while reorganizing debts under court supervision.

unencumbered assets financial

"requires the Issuers and their restricted subsidiaries to maintain total unencumbered assets of at least 150% of their collective unsecured debt"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt transaction did MPT (MPT) complete on August 10, 2026?

MPT completed a private placement and exchange for $2.4 billion of new 9.25% senior secured notes due 2032. The deal combines new money financing with an exchange of existing senior notes held by certain institutional investors.

How will MPT (MPT) use the proceeds from the new 2032 notes?

MPT intends to use net cash proceeds from the $2.4 billion notes to fully redeem senior notes due 2026 and partially redeem senior notes due 2027. In addition, the exchange refinances about $1.5 billion of unsecured notes maturing 2027–2031.

What are the key terms of MPT’s (MPT) 9.25% senior secured notes due 2032?

The notes bear interest at 9.25%, payable semi-annually starting December 15, 2026, and mature on February 15, 2032. They include various optional redemption rights and a Change of Control put at 101% of principal plus accrued interest.

How are MPT’s (MPT) new 2032 notes secured and guaranteed?

The notes are fully and unconditionally guaranteed by Medical Properties Trust, Inc. and specified subsidiaries. They are secured by first-priority liens on equity and certain real properties of first-lien guarantors, with potential second-priority liens relative to the credit facility and existing secured notes.

What financial covenants apply to MPT’s (MPT) 2032 senior secured notes?

The indenture restricts incurring debt, paying dividends, creating liens, affiliate transactions and major corporate transactions. It also requires total unencumbered assets of at least 150% of collective unsecured debt, along with customary events of default provisions.

Are MPT’s (MPT) new 2032 notes registered under the Securities Act?

No. The notes and related guarantees have not been registered under the Securities Act of 1933. They are offered and sold only in private transactions relying on exemptions from registration and cannot be publicly offered without registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 08:03 PM Accepted by SEC EDGAR 08/10/2026 - 05:23 PM Learn about SEC filing dates

MEDICAL PROPERTIES TRUST INCfalsefalse00012878650001524607ALALCommon Stock, par value $0.001 per share, of Medical Properties Trust, Inc. 0001287865 2026-08-10 2026-08-10 0001287865 mpw:MptOperatingPartnershipLpMember 2026-08-10 2026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 10, 2026

MEDICAL PROPERTIES TRUST, INC.

MPT OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

Commission File Number 001-32559

Commission File Number 333-177186

Maryland Delaware		20-0191742 20-0242069
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10500 Liberty Parkway Birmingham, AL		35242
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(205) 969-3755

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.001 per share, of Medical Properties Trust, Inc.		MPT		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 10, 2026, MPT Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership and the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (the “Company” or “MPT”), and MPT Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers”) closed a series of previously announced transactions under an exchange and purchase agreement with certain institutional investors providing for a private placement for new money, together with a private exchange for outstanding senior notes, resulting in the issuance of $2.4 billion in aggregate principal amount of new 9.25% senior secured notes due 2032 (the “Notes”). The Issuers intend to use the net cash proceeds from the issuance to fund the redemption in full of the Issuers’ senior notes due 2026 and a partial redemption of the Issuers’ senior notes due 2027. In addition, the private exchange refinanced approximately $1.5 billion aggregate principal amount of 2027, 2028, 2029, 2030, and 2031 unsecured notes.

The Notes were issued pursuant to an indenture, dated as of August 10, 2026 (the “Indenture”), by and among the Company, the Issuers, the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Interest on the Notes is payable semi-annually in arrears on December 15 and June 15 of each year, commencing on December 15, 2026. The Notes mature on February 15, 2032. The Issuers may redeem some or all of the Notes at any time on or prior to August 10, 2028 at a “make-whole” redemption price. On or after August 10, 2028, the Issuers may redeem some or all of the Notes at a premium that will decrease over time. In addition, at any time and from time to time prior to August 10, 2028, the Issuers may redeem up to 40% of the Notes at a redemption price equal to 109.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, using the proceeds from one or more equity offerings.

The Notes are fully and unconditionally guaranteed, on a joint and several basis, by (i) the Company, (ii) its first-priority lien collateral-owning subsidiaries (the “First Lien Guarantors”), (iii) certain of the subsidiaries that guarantee the existing U.S. revolving credit and term loan facility (the “Credit Agreement”) and the 8.50% senior secured notes due 2032 and 7.00% senior secured notes due 2032 (together, the “Existing Secured Notes”) and (iv) certain additional subsidiaries that are direct or indirect parents of certain subsidiaries securing the British term loan facility (the “British Term Loan Facility”) or are owners of certain of the Company’s joint venture interests and equity investments. The Notes will be further guaranteed, subject to certain limitations set forth in the Indenture, by any restricted subsidiaries that in the future borrow under or guarantee borrowings under the Credit Agreement or Existing Secured Notes, or that guarantee certain capital markets indebtedness. The Notes and guarantees are secured, subject to certain permitted liens, by first-priority liens on the equity of each of the First Lien Guarantors and, subject to certain foreign collateral limitations, mortgages on the real properties owned by each of the First Lien Guarantors. The Notes will, upon the refinancing, replacement or termination of the Credit Agreement, become secured by second-priority liens on the collateral securing the Credit Agreement and Existing Secured Notes, subject to certain requirements and provisions for temporary alternative credit support set forth in the Indenture. In addition, at the Additional 1L Collateral Release Time (as defined in the Indenture), (i) the Notes will receive additional credit support from certain additional subsidiaries securing the British Term Loan Facility and (ii) the guarantees by, and first-priority liens in respect of, certain First Lien Guarantors will be released.

Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes may require the Issuers to repurchase some or all of its Notes at a repurchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of purchase.

The Indenture restricts the Issuers’ ability and the ability of their restricted subsidiaries to, among other things: (i) incur debt; (ii) pay dividends and make investments; (iii) create liens; (iv) enter into transactions with affiliates; and (v) merge, consolidate or transfer all or substantially all of their assets. The Indenture also requires the Issuers and their restricted subsidiaries to maintain total unencumbered assets of at least 150% of their collective unsecured debt. All of these covenants are subject to a number of important limitations and exceptions under the Indenture.

The Indenture also provides for customary events of default, including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal of, the Notes, as applicable, the failure to comply with certain covenants and agreements specified in the Indenture for a period of time after notice has been provided, the acceleration of other indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, the failure of the liens created by the security documents to constitute valid and perfected liens on any material portion of the collateral securing the Notes for a specified period of time after notice and certain events of insolvency. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable, except that an Event of Default resulting from certain events of insolvency with respect to an Issuer will automatically cause the Notes to become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of Notes.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

No Offer or Sale

MPT is offering and selling the Notes and related guarantees only by, and pursuant to, the terms of an exchange and purchase agreement with certain institutional investors. The Notes have not been registered under the Securities Act of 1933 (the “Securities Act”), or any other securities laws, and the Notes cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “would”, “could”, “expect”, “intend”, “plan”, “estimate”, “target”, “anticipate”, “believe”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding our strategies, objectives, prospects, asset sales and the expected proceeds and gains therefrom, refinancings (including the Notes offering and the allocation of proceeds from, such refinancings), tenant arrangements (including master leases and lease restructurings, and the expected timing, anticipated rent and financial impact thereof), among others. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results or future events to differ materially from those expressed in or underlying such forward-looking statements, including, but not limited to: (i) the risk that projected rents may be lower than anticipated or realized later than expected; (ii) the risk that the timing, outcome and terms of the causes of action of Prospect Medical Holdings, Inc. (“Prospect”), which serve as collateral for debtor-in-possession and other fundings provided by MPT that remain outstanding, and other recoveries in respect of the Company’s remaining Prospect investment, will not be consistent with those anticipated by the Company; (iii) our success in implementing our business strategy and our ability to identify, underwrite, finance, consummate and integrate acquisitions and investments; (iv) the risk that previously announced or contemplated property sales, loan repayments, and other capital recycling transactions do not occur as anticipated or at all; (v) the risk that MPT is not able to attain its leverage, liquidity and cost of capital objectives within a reasonable time period or at all; (vi) MPT’s ability to obtain or modify the terms of debt financing on attractive terms or at all, as a result of changes in interest rates and other factors, which may adversely impact our ability to pay down, refinance, restructure or extend our indebtedness, including extending our 2026 credit facility, as it becomes due, or pursue acquisition and development opportunities; (vii) the ability of our tenants, operators and borrowers to satisfy their obligations under their respective contractual arrangements with us; (viii) the ability of our tenants and operators to operate profitably and generate positive cash flow, remain solvent, comply with applicable laws, rules and regulations in the operation of our properties, to deliver high-quality services, to attract and retain qualified personnel and to attract patients; (ix) the risk that we are unable to monetize our investments in certain tenants at full value within a reasonable time period or at all; (x) the risk that the operations of our tenants will be negatively impacted by changes to Medicaid funding introduced by the OBBBA; (xi) the risks and uncertainties of litigation or other regulatory proceedings; and (xii) the impact of any governmental actions affecting our properties.

The risks described above are not exhaustive and additional factors could adversely affect our business and financial performance, including the risk factors discussed under the section captioned “Risk Factors” in our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, and as may be updated in our other filings with the SEC. Forward-looking statements are inherently uncertain and actual performance or outcomes may vary materially from any forward-looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements as predictions of future events. We disclaim any responsibility to update such forward-looking statements, which speak only as of the date on which they were made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of August 10, 2026, by and among Medical Properties Trust, Inc., MPT Operating Partnership, L.P., MPT Finance Corporation, the subsidiary guarantors party thereto, Wilmington Trust, National Association, as trustee and notes collateral agent
4.2		Form of Notes (included in Exhibit 4.1 hereto)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunder duly authorized.

MEDICAL PROPERTIES TRUST, INC.
By:		/s/ R. Steven Hamner
Name:		R. Steven Hamner
Title:		Executive Vice President and Chief Financial Officer
MPT OPERATING PARTNERSHIP, L.P.
By:		/s/ R. Steven Hamner
Name:		R. Steven Hamner
Title:		Executive Vice President and Chief Financial Officer of the sole member of the general partner of MPT Operating Partnership, L.P.

Date: August 10, 2026

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Filing Exhibits & Attachments

2 documents

Other Documents

• EX-4.1 EX-4.1 1.0 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 48.6 KB