The REITs and Debt Captial Markets teams advised Medical Properties Trust (MPT) on an upsized $2.7 billion dual-tranche global offering of senior secured notes, including a $1.5 billion USD tranche priced at 8.500% and a €1.0 billion Euro tranche priced at 7.000%, for a blended coupon rate to MPT of 7.885%. The notes were co-issued by MPT’s operating partnership, MPT Operating Partnership, L.P., and MPT Finance Corporation, a wholly-owned subsidiary of the operating partnership. The notes are guaranteed by MPT and its collateral-owning subsidiaries, in addition to any other subsidiaries that are guarantors under MPT’s senior credit facilities and any U.S. domestic restricted subsidiaries that in the future borrow under or guarantee borrowings under the senior credit facilities. The notes and guarantees are secured by first-priority liens on equity of MPT subsidiaries that directly own or ground lease a diversified pool of 167 properties with 20 different operators in the U.S., U.K. and Germany. The transactions closed on February 13, 2025.
The offering of the notes and related guarantees in the United States was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 144A, and outside the United States pursuant to Regulation S.
MPT contemporaneously negotiated amendments to its senior credit facilities with a lending syndicate led by J.P. Morgan, with effect of sharing collateral and guarantees with the notes on a pro rata basis, in addition to the adjustment of numerous covenants and other financial terms.
Medical Properties Trust is a self-advised real estate investment trust formed in 2003 to acquire and develop net-leased hospital facilities. From its inception in Birmingham, Alabama, the Company has grown to become one of the world’s largest owners of hospital real estate with 396 facilities and approximately 39,000 licensed beds in nine countries and across three continents as of December 31, 2024. MPT’s financing model facilitates acquisitions and recapitalizations and allows operators of hospitals to unlock the value of their real estate assets to fund facility improvements, technology upgrades and other investments in operations.
Goodwin’s REIT Capital Markets and Debt Capital Markets teams were led by Yoel Kranz, Jim Barri, Chloe Pletner, Christiana Deily and Brandon Richards. Our Debt Finance team was led by Reid Bagwell, Kathleen Ryan and Ali O’Keefe, with help from Anna Dodson, Christina Flynn and Kenneth Armstrong. Neal Sandford and Benjamin Gossels provided US tax counsel. Invaluable assistance was provided by Goodwin’s European offices, including Richard Semple and Bennett Jones (REI, London), Dulcie Daly (Tax, London), and Virginie Leroy, Olha Polishchuk and Victoire Le Brun (Debt Finance, Luxembourg).
For more information on the deal, please read the press release.