Item 1.01. Entry into a Material Definitive Agreement.




On October 6, 2021, 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"), and MPT
Finance Corporation, a Delaware corporation and wholly owned subsidiary of the
Operating Partnership (together with the Operating Partnership, the "Issuers"),
completed a public offering of €500,000,000 aggregate principal amount of 0.993%
senior notes due 2026 (the "Notes"). The Notes are governed by the terms of an
Indenture, dated as of October 10, 2013 (the "Base Indenture"), among the
Company, the Issuers, certain subsidiaries of the Operating Partnership and
Wilmington Trust, National Association, as trustee (the "Trustee"), as
supplemented by the Nineteenth Supplemental Indenture, dated as of October 6,
2021 (the "Nineteenth Supplemental Indenture" and, together with the Base
Indenture, the "Indenture") among the Issuers, the Company, the Trustee, and
Elavon Financial Services DAC, as initial paying agent, registrar and transfer
agent (the "Paying Agent, Registrar and Transfer Agent").
Interest on the Notes will be payable annually on October 15 of each year,
commencing on October 15, 2022. The Notes will pay interest in cash at a rate of
0.993% per year and will mature on October 15, 2026. The Notes are redeemable in
whole at any time or in part from time to time, at the Issuers' option. If the
Notes are redeemed prior to 30 days before maturity, the redemption price will
be equal to 100% of their principal amount, plus a make-whole premium, plus
accrued and unpaid interest up to, but excluding, the applicable redemption
date. Within the period beginning on or after 30 days before maturity, the Notes
may be redeemed, in whole or in part, at a redemption price equal to 100% of
their principal amount, plus accrued and unpaid interest up to, but excluding,
the applicable redemption date.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis
by the Company.
In the event of a Change of Control Triggering Event (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
distributions; (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,
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.
The offering and sale of the Notes was made pursuant to a free writing
prospectus, preliminary prospectus supplement and final prospectus supplement
pursuant to the Issuers' and the Company's effective registration statement on
Form
S-3
(Registration Nos.
333-229103,
333-229103-01
and
333-229103-02),
which has been filed with the Securities and Exchange Commission.
The offering closed on October 6, 2021 and generated approximately €496 million
($588 million) in net proceeds, after deducting underwriting discounts and
commissions and estimated offering expenses. The Operating Partnership intends
to use the full amount of the net proceeds, along with cash on hand, to fund the
redemption of all of its outstanding 4.000% senior unsecured notes due 2022, and
any remaining net proceeds for general corporate purposes, which may include
repaying amounts outstanding from
time-to-time
under the revolving credit facility portion of its U.S. credit agreement,
working capital, capital expenditures and potential future acquisitions.
The foregoing is a summary description of certain terms of the Notes and the
Indenture, and is qualified in its entirety by reference to the text of the
Indenture (including the form of Note included as an exhibit thereto). A copy of
the Base Indenture and the Nineteenth Supplemental Indenture (including the form
of Note included as an exhibit thereto) are attached as Exhibits 4.1 and 4.2,
respectively, to this Current Report on Form
8-K
and are incorporated herein by reference.
The Trustee has in the past provided and may from time to time in the future
provide trustee, registrar, exchange agent, paying agent and other services to
the Company and the Issuers.
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Item 9.01. Financial Statements and Exhibits.




 (d)
Exhibits

Exhibit
  No.                                    Description

4.1           Indenture, dated as of October 10, 2013, among Medical Properties
            Trust, Inc., MPT Operating Partnership, L.P., MPT Finance Corporation,
            certain subsidiaries of the Operating Partnership, and Wilmington
            Trust, National Association, as trustee (incorporated by reference to
            Exhibit 4.1 of the Current Report on Form 8-K of Medical Properties
            Trust, Inc. and MPT Operating Partnership, L.P. filed with the
            Securities and Exchange Commission on October 16, 2013)

4.2*          Nineteenth Supplemental Indenture, dated as of October 6, 2021, by
            and among MPT Operating Partnership, L.P. and MPT Finance Corporation,
            as issuers, Medical Properties Trust, Inc., as guarantor, Wilmington
            Trust, National Association, as trustee, and Elavon Financial Services
            DAC, as initial paying agent, registrar and transfer agent

4.3*          Form of Note (included in Exhibit 4.2 above)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)



* Filed herewith.

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