Medical Properties Trust Announces Offering of $100 Million of Exchangeable Senior Notes.Proceeds to Fund Acquisitions BIRMINGHAM, Ala. -- Medical Properties Trust, Inc. (the "Company") (NYSE NYSE See: New York Stock Exchange : MPW MPW Macintosh Programmer's Workshop (Mac OS Software Development Environment) MPW Multi Product Wafer MPW Maine Photographic Workshops (Rockport, Maine) MPW Multiple Plane Wave MPW Multi-Purpose Workstation ) announced today that its operating partnership, MPT MPT Maryland Public Television MPT Modern Portfolio Theory (investing) MPT Ministry of Posts and Telecommunications MPT Message-Passing Toolkit MPT Master of Physical Therapy MPT Mitochondrial Permeability Transition Operating Partnership, L.P., (the "Operating Partnership") has commenced an offering, subject to market conditions and other factors, of $100 million aggregate principal amount of exchangeable senior notes due 2011 (the "notes") through an offering to qualified institutional buyers in accordance with Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended. The Operating Partnership has granted the initial purchasers an option to purchase up to an additional $15 million in principal amount of notes within a 13 day period beginning on and including the first date of original issuance of the notes, to cover over-allotments, if any. The Company intends to use a portion of the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the offering to consummate the acquisitions of six facilities for which it has made commitments of approximately $90 million. The Company expects to complete these acquisitions during the fourth quarter of 2006. During the period between receipt of the offering proceeds and completion of the acquisitions, the Company intends to use the net proceeds to reduce balances under its revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. arrangement. The Company intends to use the remainder of the net proceeds from this offering to pay the cost of the capped call transaction described below. The notes will be exchangeable for cash up to their principal amount and the Company's common shares in respect of the remainder, if any, of the exchange value in excess of such principal amount. The notes will be the senior unsecured obligations of the Operating Partnership, guaranteed by the Company. The interest rate, exchange rate and other terms of the notes will be determined by negotiations between the Company and initial purchasers of the notes. Concurrently with the pricing of the notes, the Operating Partnership expects to enter into a capped call transaction with affiliates of one or more of the initial purchasers (the "option counterparties"). The capped call transaction is expected to reduce the potential dilution potential dilution The decrease in the proportional equity position of a share of stock that will occur eventually if additional authorized shares are actually issued. with respect to the Company's common stock upon exchange of the notes to the extent the then market value per share of the Company's common stock does not exceed the cap price of the capped call transaction during the observation period relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc an exchange. In connection with hedging the capped call transaction, the option counterparties or affiliates thereof expect to enter into various derivative transactions with respect to the Company's common stock concurrently with or shortly after the pricing of the notes and may enter into or unwind various derivatives and/or purchase or sell the Company's common stock in secondary market transactions following the pricing of the notes (and are likely to do so during any observation period related to an exchange of the notes). These activities could have the effect of increasing or preventing a decline in the price of the Company's common stock concurrently with or following the pricing of the notes. This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. . The notes and any common stock of the Company issuable upon the exchange of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements. The statements in this press release that are forward looking are based on current expectations and actual results or future events may differ materially. Words such as "expects," "believes," "anticipates," "intends," "will," "should' and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company or future events to differ materially from those express in or underlying such forward-looking statements, including without limitation: national and economic, business, real estate and other market conditions; the competitive environment in which the Company operations; the execution of the Company's business plan; financing risks; the Company's ability to attain and maintain its status as a REIT REIT See: Real Estate Investment Trust REIT See real estate investment trust (REIT). for federal income tax purposes; acquisition and development risks; potential environmental and other liabilities other liabilities Small and relatively insignificant liabilities. For financial reporting purposes, firms often combine small liabilities into this single category rather than listing each liability separately. ; and other factors affecting the real estate industry generally or the healthcare real estate in particular. For further discussion of the facts that could affect outcomes, please refer to the "Risk Factors" section of the Company's Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December 31, 2005 and the final prospectus Final Prospectus A legal document stating the price of a newly issued security, the delivery date, and other facts that are important for investors. Notes: The final prospectus must be given to every investor who purchases a new issue of registered securities. for its initial public offering. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to update the information in this press release. |
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