Obligation MPT Operating Group 6.375% ( US55342UAD63 ) en USD

MPT Operating Group

100 % ⇌

Etas-Unis

US55342UAD63 ( en USD )

6.375% par an ( paiement semestriel )

15/02/2022 - Obligation échue

Prospectus brochure de l'obligation MPT Operating Partnership US55342UAD63 en USD 6.375%, échue

2 000 USD

200 000 000 USD

55342UAD6

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

MPT Operating Partnership est une entité qui gère les opérations de la société mère, Magellan Midstream Partners, se concentrant sur le transport, le stockage et la distribution de produits pétroliers et de gaz naturel.

L'Obligation émise par MPT Operating Group ( Etas-Unis ) , en USD, avec le code ISIN US55342UAD63, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2022

L'Obligation émise par MPT Operating Group ( Etas-Unis ) , en USD, avec le code ISIN US55342UAD63, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par MPT Operating Group ( Etas-Unis ) , en USD, avec le code ISIN US55342UAD63, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Index to Financial Statements
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179320
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee
6.375% Senior Notes due 2022

$200,000,000

$22,920(1)
Guarantee(2)

Total

$200,000,000

$22,920(1)
(1) The filing fee of $22,920 is calculated in accordance with Rules 457(o) and 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). This
"Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the registrants' Registration Statement on Form
S-3 (File No. 333-179320).
(2) In accordance with Rule 457(n), no separate fee is payable with respect to the Guarantees.
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Prospectus

MPT OPERATING PARTNERSHIP, L.P.
MPT FINANCE CORPORATION
$200,000,000
6.375% Senior Notes due 2022
Issue Price: 100.000%
Interest payable February 15 and August 15.
The issuers are offering $200,000,000 aggregate principal amount 6.375% senior notes due 2022 (the "notes"). The notes will mature on February 15, 2022. The issuers wil pay interest on the notes on
February 15 and August 15 of each year. Interest will accrue on the notes from February 17, 2012 and the first interest payment date will be August 15, 2012.
An amount equal to the proceeds from this offering will be placed in an escrow account together with any additional amounts needed to redeem the notes at their aggregate offering price, plus accrued
and unpaid interest on the notes from the issuance date up to, but not including, the redemption date. Subject to certain customary and other conditions to releasing the escrowed funds, the issuers wil
use the escrowed funds to consummate the acquisition of Ernest Health, Inc. and related transactions on the terms and conditions described in this prospectus. If the acquisition of Ernest Health, Inc. and
related transactions are not consummated by May 17, 2012, then the issuers will be required to redeem the notes at the aggregate offering price plus accrued and unpaid interest up to, but not including,
the redemption date. See "Description of notes--Escrow of proceeds; Release conditions" and "Description of notes--Special mandatory redemption."
The issuers may redeem some or all of the notes at any time after February 15, 2017 at the redemption prices set forth herein. In addition, at any time and from time to time prior to February 15, 2015 the
issuers may redeem up to 35% of the aggregate principal amount of the notes using the proceeds of one or more equity offerings. The issuers may also redeem some or all the notes on or prior to
February 15, 2017 at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest up to, but excluding, the applicable redemption date plus a make-whole premium.
The issuers must offer to purchase the notes if we experience a change of control under certain circumstances.
The notes wil be the issuers' senior unsecured obligations and wil be guaranteed by the issuers' parent company, Medical Properties Trust, Inc., and by each of the issuers' subsidiaries that guarantee
borrowings under the issuers' revolving credit facility. The notes and the guarantees will rank equally in right of payment with all of the issuers' and the guarantors' existing and future senior indebtedness,
including the issuers' senior notes due 2021 and borrowings under the issuers' existing revolving credit facility and new term loan facility, and will rank senior in right of payment to any future indebtedness
that is subordinated to the notes. The notes will be effectively subordinated to all of the issuers' and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness. The notes and the guarantees will be structurally subordinated to all liabilities of any of the issuers' subsidiaries that do not guarantee the notes.
Investing in the notes involves risks. See "Risk factors" beginning on page 17.

Proceeds,
before
Public
expenses, to
offering
Underwriting
the

price(1)
discounts

Issuers(1)
Per note

100.000%
1.75%

98.25%

Total

$200,000,000
$3,500,000

$196,500,000

(1) Plus accrued interest, if any, from February 17, 2012.
The notes wil not be listed on any securities exchange. Currently, there is no public market for the notes.
We expect that delivery of the notes to purchasers will be made on or about February 17, 2012 in book-entry form through The Depository Trust Company for the account of its participants, including
Clearstream Banking société anonyme and Euroclear Bank, S.A./N.V.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Joint Book-Running Managers
J.P. Morgan BofA Merrill Lynch Deutsche Bank Securities RBC Capital Markets
Lead Managers

KeyBanc Capital Markets

SunTrust Robinson Humphrey
Co-Managers

Raymond James

Morgan Keegan
February 3, 2012

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Table of contents

Page
About this prospectus

ii

Forward-looking statements

iv

Prospectus summary

1

The offering

10

Summary historical and unaudited pro forma consolidated financial data

13

Risk factors

17

Unaudited pro forma condensed consolidated financial statements

27

Use of proceeds

34

Capitalization

36

Combined ratio of earnings to fixed charges

38

Description of other material indebtedness

39

Description of notes

43

United States federal income tax considerations

99

Underwriting

131

Legal matters

134

Experts

134

Where you can find more information

135

Incorporation by reference

135

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About this prospectus
This prospectus incorporates important business and financial information about us and our subsidiaries that is not included in or delivered with this
prospectus. Information incorporated by reference is available without charge to prospective investors upon written request to us at c/o Medical
Properties Trust, Inc., 1000 Urban Center Drive, Suite 501, Birmingham, AL 35242, or by telephone at (205) 969-3755.
We have not taken any action to permit an offering of the notes outside the United States or to permit the possession or distribution of this prospectus
outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe
any restrictions relating to the offering of the notes and the distribution of this prospectus outside of the United States.
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must obtain any consent, approval or
permission required by you for the purchase, offer or sale of the notes under the laws and regulations in force in the jurisdiction to which you are
subject or in which you make your purchase, offer or sale, and neither we nor the underwriters will have any responsibility therefor.
We reserve the right to withdraw this offering of notes at any time. We and the underwriters also reserve the right to reject any offer to purchase, in
whole or in part, for any reason, or to sell less than the amount of notes offered hereby.
Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Such
transactions may include stabilization and the purchase of notes to cover short positions. For a description of these activities, see "Underwriting."
You should rely only on the information contained or incorporated by reference in this prospectus and any "free writing prospectus" we authorize to be
delivered to you. We have not authorized anyone to provide information different from that contained or incorporated by reference in this prospectus
and any such "free writing prospectus." If anyone provides you with different or additional information, you should not rely on it. We are not, and the
underwriters are not, making an offer or sale of notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information contained or incorporated by reference in this prospectus, any authorized "free writing prospectus" or information we previously filed with
the SEC is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since
those dates.
Unless the context requires or otherwise indicates, references in this prospectus to "we," "our," "us" or "our company" refer to MPT Operating
Partnership, L.P., a Delaware limited partnership, and its consolidated subsidiaries, including MPT Finance Corporation, together with Medical
Properties Trust, LLC, a Delaware limited liability company and MPT Operating Partnership, L.P.'s sole general partner, and Medical Properties Trust,
Inc., a Maryland corporation and the sole equity owner of Medical Properties Trust, LLC. References to "Operating Partnership" refer to MPT
Operating Partnership, L.P. References to "Issuers" refer to the Operating Partnership and MPT Finance Corporation, the co-issuers of the notes.
References to "Medical Properties" refer to Medical Properties Trust, Inc. As of September 30, 2011, Medical Properties had a 99.8% equity
ownership interest in the Operating Partnership.

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NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

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Forward-looking statements
We make forward-looking statements in this prospectus, including the documents incorporated by reference herein, that are subject to risks and
uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition,
liquidity, results of operations, plans and objectives. Statements regarding the fol owing subjects, among others, are forward-looking by their nature:

· our business strategy;

· our projected operating results;

· our ability to complete the Ernest Acquisition Transactions (as described herein) on the time schedule or terms described herein or at all;

· our ability to enter into a new term loan facility (as described herein) and increase the commitments under our existing revolving credit facility, in
each case, on the terms described herein or at all;

· our ability to acquire or develop net-leased facilities;

· availability of suitable facilities to acquire or develop;

· our ability to enter into, and the terms of, our prospective leases and loans;

· our ability to obtain future financing arrangements;

· the ability of Medical Properties to consummate its public offering of 23,575,000 shares of common stock (including 3,075,000 shares to be sold
pursuant to the exercise in ful of the equity underwriters' over-al otment option), which priced at $9.75 per share on February 1, 2012, and is
expected to close on February 7, 2012;

· estimates relating to, and our ability to pay, future distributions;

· our ability to compete in the marketplace;

· market trends;

· lease rates and interest rates;

· projected capital expenditures; and

· the impact of technology on our facilities, operations and business.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information
currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are
known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our
forward-looking statements. You should careful y consider these risks before you make an investment decision with respect to the notes, along with,
among others, the fol owing factors that could cause actual results to vary from our forward-looking statements:

· the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies in connection with the Ernest
Acquisition Transactions;

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· the risk that a condition to closing under the agreement governing the Ernest Acquisition Transactions may not be satisfied;

· the possibility that the anticipated benefits from the Ernest Acquisition Transactions will take longer to realize than expected or will not be realized
at all;

· factors referenced herein under the section captioned "Risk factors," including those set forth in Medical Properties' Annual Report on Form 10-K
for the year ended December 31, 2010, as amended;

· national and local economic, business, real estate and other market conditions;

· the competitive environment in which we operate;

· the execution of our business plan;

· financing risks;

· acquisition and development risks;

· potential environmental contingencies and other liabilities;

· other factors affecting the real estate industry general y or the healthcare real estate industry in particular;

· Medical Properties Trust, Inc.'s ability to maintain its status as a REIT for federal and state income tax purposes;

· our ability to attract and retain qualified personnel;

· federal and state healthcare regulatory requirements; and

· the continuing impact of the recent economic recession, which may have a negative effect on the fol owing, among other things:

· the financial condition of our tenants, our lenders and institutions that hold our cash balances, which may expose us to increased risks of

default by these parties;

· our ability to obtain equity and debt financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and

development opportunities and our future interest expense; and

· the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing

secured by our properties or on an unsecured basis.
When we use the words "believe," "expect," "may," "potential," "anticipate," "estimate," "plan," "will," "could," "intend" or similar expressions, we are
identifying forward-looking statements. You should not place undue reliance on these forward-looking statements.
Except as required by law, we disclaim any obligation to update such statements or to publicly announce the result of any revisions to any of the
forward-looking statements contained in this prospectus to reflect future events or developments.

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Prospectus summary
This summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary does not contain all
the information that you should consider before making an investment decision. You should read carefully this entire prospectus, including the
"Risk factors," the financial data and other information included or incorporated by reference in this prospectus, before making an investment
decision.
Our company
Medical Properties Trust, Inc. is a self-advised real estate investment trust ("REIT") focused on investing in and owning net-leased healthcare
facilities across the United States. We acquire and develop healthcare facilities and lease the facilities to healthcare operating companies under
long-term net leases, which require the tenants to bear most of the costs associated with the properties. Our strategy is to lease our facilities to
tenants that are managed by experienced operators pursuant to long-term net leases. We also occasionally make long-term, interest-only
mortgage loans to healthcare operators collateralized by their real estate assets. In addition, we selectively make loans to, and other investments
in, certain of our operators through our taxable REIT subsidiaries, the proceeds of which have historically been used for acquisitions and working
capital. Final y, from time to time, we acquire a profit or equity interest in certain of our tenants that gives us a right to share in such tenants'
profits and losses.
Our principal executive offices are located at 1000 Urban Center Drive, Suite 501, Birmingham, Alabama 35242. Our telephone number is
(205) 969-3755. Our Internet address is www.medicalpropertiestrust.com. The information found on, or otherwise accessible through, our
website is not incorporated into, and does not form a part of, this prospectus or any other report or document we file with or furnish to the SEC.
For additional information, see "Where you can find more information" and "Incorporation by reference."
Recent developments
Results for the year ended December 31, 2011
On January 31, 2012, we announced our preliminary financial results for the quarter and year ended December 31, 2011. We had income from
continuing operations of $8.1 million ($0.07 per diluted share) for the three months ended December 31, 2011, compared with income from
continuing operations for the corresponding period in 2010 of $7.6 million ($0.06 per diluted share). For the year ended December 31, 2011, we
had income from continuing operations of $19.4 million ($0.16 per diluted share), compared with income from continuing operations of $10.2
million ($0.09 per diluted share) for the year ended December 31, 2010. We had net income of $12.7 million ($0.11 per diluted share) for the
three months ended December 31, 2011, compared with net income for the corresponding period in 2010 of $10.6 million ($0.09 per diluted
share). For the year ended December 31, 2011, we had net income of $26.5 million ($0.23 per diluted share), compared with net income of
$22.9 million ($0.22 per diluted share) for the year ended December 31, 2010. Our financial results for the three and twelve months ended
December 31, 2010 have been restated to reclassify the operating results of the Morgantown and Sherman Oaks Hospitals to discontinued
operations. As described below, we sold these two hospitals during the fourth quarter of 2011.

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The preliminary financial results are unaudited and there can be no assurance that the preliminary financial results will not vary from the final
audited information for the quarter and year ended December 31, 2011. In the opinion of management, al adjustments considered necessary for
a fair presentation of these preliminary financial results have been made. The preliminary financial data included in this prospectus has been
prepared by, and is the responsibility of, management. PricewaterhouseCoopers LLP has not audited, reviewed, compiled or performed any
procedures with respect to the accompanying preliminary financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion
or any other form of assurance with respect thereto.
Acquisition of healthcare property portfolio from Ernest Health, Inc. and related transactions
On January 31, 2012, affiliates of our operating partnership, MPT Operating Partnership, L.P., entered into definitive agreements to make loans
to and acquire assets from Ernest Health, Inc. ("Ernest") and to make an equity contribution to the parent of Ernest for a combined purchase
price and investment of approximately $396.5 million, consisting of $200.0 million to purchase real estate assets, a first mortgage loan of $100.0
million, an acquisition loan for $93.2 million and a capital contribution of $3.3 million, all as further described below.
Real estate acquisition
Pursuant to a definitive real property asset purchase agreement (the "Purchase Agreement"), certain wholly-owned subsidiaries of MPT
Operating Partnership, L.P. will acquire from Ernest and certain of its subsidiaries (i) a portfolio of five rehabilitation facilities (including a ground
lease interest relating to a community-based acute rehabilitation facility in Wyoming), (ii) seven long-term acute care facilities located in seven
states and (iii) undeveloped land in Provo, Utah (collectively, the "Acquired Facilities") for an aggregate purchase price of $200.0 million, subject
to certain adjustments. We refer to the acquisition of these assets as the "Ernest Asset Acquisition."
The Acquired Facilities will be leased to limited liability companies wholly-owned by our taxable REIT subsidiary, MPT Development Services, Inc.
("MPT TRS"), which will sublease the facilities to subsidiaries of Ernest pursuant to a master sublease agreement. The master sublease
agreement will have a 20-year term with three five-year extension options and provide for an average annualized cash rent of $18.0 million, plus
consumer price-indexed increases, limited to a 2% floor and 5% ceiling annually.
Mortgage loan financing
Pursuant to the Purchase Agreement, MPT TRS will make Ernest a $100.0 million mortgage loan secured by a first mortgage interest in four
subsidiaries of Ernest (the "Mortgage Loan Financing"). The Mortgage Loan Financing wil have a 20-year term with three five-year extension
options and bear interest at 9% per year plus consumer price-indexed increases, limited to a 2% floor and 5% ceiling annually.

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Acquisition loan and equity contribution
In addition, MPT Aztec Opco, LLC, a wholly-owned subsidiary of MPT TRS, will enter into a joint venture limited liability company, Ernest Health
Holdings, LLC ("Ernest Holdings"), with an entity formed by the present key management personnel of Ernest ("ManageCo"). MPT Aztec Opco,
LLC will make capital contributions of approximately $3.3 million to Ernest Holdings in exchange for a membership interest representing a 49%
aggregate initial equity interest. The remaining 51% initial equity interest in Ernest Holdings will be owned by ManageCo, which will make
contributions valued at $3.5 million in exchange for a membership interest in Ernest Holdings. Pursuant to the terms of an Agreement and Plan of
Merger dated January 31, 2012, a merger subsidiary of Ernest Holdings wil be merged with and into Ernest, with Ernest surviving the merger as
a wholly-owned subsidiary of Ernest Holdings. In addition, MPT Aztec Opco, LLC will make an acquisition loan of approximately $93.2 million to
the merger subsidiary (the "Acquisition Loan"). The Acquisition Loan will bear interest at a rate of 15.0%, with a 6% coupon payable in cash in
the first year, a 7% coupon payable in cash in the second year and a 10% coupon payable in cash thereafter. The remaining 9% in year one; 8%
in year two and 5% thereafter will be accrued and paid upon the occurrence of any capital or liquidity events of Ernest Holdings and will be
payable in all events at maturity.
We refer to these transactions col ectively as the "Ernest Acquisition Transactions."
Following the consummation of these transactions, Ernest and its operating subsidiaries will be managed and operated by ManageCo, or one or
more of ManageCo's affiliates, pursuant to the terms of a management agreement, which terms shall include a base management fee payable to
ManageCo and incentive payments tied to mutually agreed benchmarks. ManageCo and MPT Aztec Opco, LLC will share profits and
distributions from Ernest Health Holdings according to a distribution waterfall under which, if certain benchmarks are met, such that after taking
into account interest paid on the acquisition loan, ManageCo and MPT Aztec Opco, LLC will share in cash generated by Ernest Holdings in a ratio
of 21% to ManageCo and 79% to MPT Aztec Opco, LLC. Under the limited liability company agreement of Ernest Holdings, MPT Aztec Opco,
LLC will have no management authority or control except for certain rights consistent with a passive ownership interest, such as a limited right to
approve annual budget components and the right to approve extraordinary transactions, and except in the case of certain extraordinary events,
which events include any defaults under the master sublease agreement or the acquisition loan, in which case MPT Aztec Opco, LLC is given
special member rights including, without limitation, the right to terminate the management agreement, hire new management, or market the
company for sale.
We intend to consummate the Ernest Acquisition Transactions during the first quarter of 2012. No assurance can be given that any portion of the
Ernest Acquisition Transactions will occur as described herein or at all. If the Ernest Acquisition Transactions are not consummated by
May 17, 2012, then we will be required to redeem the notes offered hereby at the aggregate offering price plus accrued and unpaid interest up
to, but not including, the redemption date. See "Description of notes--Special mandatory redemption."

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