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.
