Obligation MPT Operating Group 5.25% ( US55342UAG94 ) en USD

MPT Operating Group

92.1623 % ▼

Etas-Unis

US55342UAG94 ( en USD )

5.25% par an ( paiement semestriel )

01/08/2026

Prospectus brochure de l'obligation MPT Operating Partnership US55342UAG94 en USD 5.25%, échéance 01/08/2026

2 000 USD

500 000 000 USD

55342UAG9

BBB- ( Qualité moyenne inférieure )

Ba1 ( Spéculatif )

01/08/2026 ( Dans 119 jours )

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 US55342UAG94, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/08/2026

L'Obligation émise par MPT Operating Group ( Etas-Unis ) , en USD, avec le code ISIN US55342UAG94, 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 US55342UAG94, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d186942d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-190543
333-190543-64
333-190543-65
CALCULATION OF REGISTRATION FEE

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

Offering Price

Registration Fee
5.250% Senior Notes due 2026

$500,000,000

$50,350(1)
Guarantees(2)

Total

$500,000,000

$50,350(1)

(1)
The filing fee of $50,350 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 Nos. 333-190543, 333-190543-64 and 333-190543-65).
(2)
In accordance with Rule 457(n), no separate fee is payable with respect to the Guarantees.
Table of Contents
P r o s p e c t u s S u p p l e m e n t
(To Prospectus Dated August 9, 2013)

$500,000,000
MPT OPERATING PARTNERSHIP, L.P.
MPT FINANCE CORPORATION
5.250% Senior Notes due 2026
Unconditionally Guaranteed by
Medical Properties Trust, Inc.

MPT Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and MPT Finance Corporation, a Delaware corporation
("Finco" and, together with the Operating Partnership, the "Issuers"), are offering, as co-issuers, $500,000,000 aggregate principal amount of 5.250% senior notes due
2026 (the "Notes"). The Notes will mature on August 1, 2026. The Issuers will pay interest on the Notes on February 1 and August 1 of each year. Interest will accrue on
the Notes offered hereby from July 22, 2016 and the first interest payment date will be February 1, 2017.
The Issuers may redeem some or all of the Notes at any time on or after August 1, 2021 at the redemption prices set forth herein. In addition, at any time and
from time to time prior to August 1, 2019, the Issuers may redeem up to 35% of the aggregate principal amount of the Notes using the net cash proceeds of certain equity
offerings at a redemption price equal to 105.250%, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. The Issuers may also redeem
some or all of the Notes prior to August 1, 2021 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 at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest up to, but excluding, the purchase date, if we experience a change of control under certain circumstances.
The Notes will be the Issuers' senior unsecured obligations and will be fully and unconditionally guaranteed (the "Guarantee") by the Issuers' parent company,
Medical Properties Trust, Inc., a Maryland corporation ("Medical Properties" and, as guarantor of the Notes, the "Guarantor"). The Notes and the Guarantee will rank
equal in right of payment with all of the Issuers' and the Guarantor's existing and future senior indebtedness and will rank senior in right of payment to any future
indebtedness that is subordinated to the Notes and the Guarantee. The Notes and the Guarantee will be effectively subordinated to all of the Issuers' and the Guarantor's
secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes and the Guarantee will be structurally subordinated to all
indebtedness and other liabilities of any of the Issuers' subsidiaries.
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-11 of this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2

Public
Proceeds, before
offering
Underwriting
expenses, to

price(1)

discount

the Issuers(1)

Per Note

100%

1.25%

98.75%
Total

$ 500,000,000
$
6,250,000
$
493,750,000

(1) Plus accrued interest, if any, from July 22, 2016 if settlement occurs after that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We expect that delivery of the Notes to purchasers will be made on or about July 22, 2016, only 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., as operator of the Euroclear System.

Joint Book-Running Managers

Goldman, Sachs & Co.

J.P. Morgan
BofA Merrill Lynch

Barclays

Credit Agricole CIB

KeyBanc Capital Markets
RBC Capital Markets

SunTrust Robinson Humphrey

Wells Fargo Securities
Co-Lead Managers
BBVA
Credit Suisse
Deutsche Bank Securities
MUFG
Stifel

The date of this prospectus supplement is July 13, 2016
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-ii
Cautionary Language Regarding Forward-Looking Statements
S-iii
Prospectus Supplement Summary

S-1
Risk Factors
S-11
Use of Proceeds
S-18
Capitalization
S-19
Description of Notes
S-21
Material U.S. Federal Income Tax Considerations
S-69
Underwriting
S-96
Legal Matters
S-101
Experts
S-101
Incorporation by Reference
S-101
Prospectus

Page
About This Prospectus

1
Notice to New Hampshire Residents Only

1
About Medical Properties and MPT Operating Partnership

2
About MPT Finance Corp.

2
Risk Factors

3
Ratio of Earnings to Fixed Charges

4
Use of Proceeds

4
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
Forward-Looking Statements

5
Description of Debt Securities

7
Certain Material U.S. Federal Income Tax Considerations

22
Plan of Distribution

44
Legal Matters

47
Experts

47
Where You Can Find More Information

47
Incorporation by Reference

48

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The
second part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read this
entire document, including this prospectus supplement, the accompanying prospectus, the documents incorporated herein and therein by reference
and any free writing prospectus that we authorize to be delivered to you. In the event that the description of the offering varies between this
prospectus supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement. The
accompanying prospectus is part of a registration statement that we filed with the Securities and Exchange Commission ("SEC") using a shelf
registration statement. Under the shelf registration process, from time to time, we may offer and sell securities in one or more offerings.
This prospectus supplement and the accompanying prospectus contain, or incorporate by reference, forward-looking statements. Such
forward-looking statements should be considered together with the cautionary statements and important factors included or referred to in this
prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Please see "Cautionary
Language Regarding Forward-Looking Statements" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
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 supplement, the accompanying prospectus and any such free writing prospectus.
If anyone provides you with different or additional information, you should not rely on it. This prospectus supplement, the accompanying
prospectus and any authorized free writing prospectus are not an offer to sell or the solicitation of an offer to buy any securities other than the
Notes, nor is this prospectus supplement, the accompanying prospectus or any authorized free writing prospectus an offer to sell or the solicitation
of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You
should assume that the information contained or incorporated by reference in this prospectus supplement, the accompanying 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., its consolidated subsidiaries (including MPT Finance Corporation), 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 member of Medical Properties Trust, LLC. References to the "Operating Partnership" are to MPT Operating Partnership, L.P. References to
"Finco" are to MPT Finance Corporation, a Delaware corporation and a wholly owned subsidiary of the Operating Partnership. References to the
"Issuers" are to the Operating Partnership and Finco, the co-issuers of the Notes. References to "Medical Properties" are to Medical Properties
Trust, Inc. As of the date hereof, Medical Properties has a 99.8% equity ownership interest in the Operating Partnership.

S-ii
Table of Contents
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus supplement, the accompanying prospectus, any documents we incorporate by reference
herein and therein and in any free writing prospectus we authorize to be delivered to you constitute forward-looking statements within the meaning
of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")). These forward-looking statements include information about possible or assumed future results of our business, financial
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
condition, liquidity, results of operations, plans and objectives. Statements regarding the following subjects, among others, are forward-looking by
their nature:

·
our business strategy;

·
our projected operating results;

·
our ability to acquire or develop additional facilities in the United States or Europe;

·
availability of suitable facilities to acquire or develop;

·
the anticipated dispositions and acquisitions of certain of the assets described in "Prospectus Supplement Summary--Recent

Developments" that have not yet closed and the as adjusted effects of such dispositions and acquisitions on our historical operating
results;

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

·
our ability to raise additional funds through offerings of debt and equity securities and/or property disposals;

·
our ability to obtain future financing arrangements;

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

·
our ability to service our debt and comply with all of our debt covenants;

·
our intended use of proceeds from this offering of Notes;

·
our ability to compete in the marketplace;

·
lease rates and interest rates;

·
market trends;

·
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
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 carefully consider these risks before you make an investment decision with respect to
the Notes offered hereby, along with, among others, the following factors that could cause actual results to vary from our forward-looking
statements:

·
factors referenced in this prospectus supplement, including those set forth under the section captioned "Risk Factors" and factors
referenced in documents incorporated by reference into this prospectus supplement, including those set forth under the sections

captioned "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" in the combined Annual Report of Medical Properties and the Operating Partnership on

S-iii
Table of Contents
Form 10-K for the year ended December 31, 2015 (our "2015 10-K") and the combined Quarterly Report of Medical Properties

and the Operating Partnership on Form 10-Q for the three months ended March 31, 2016 (our "First Quarter 10-Q");

·
U.S. (both national and local) and European (in particular, Germany, the United Kingdom, Spain and Italy) economic, business,

real estate, and other market conditions;

https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2

·
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 generally or the healthcare real estate industry in particular;

·
our ability to maintain our status as a real estate investment trust (a "REIT") for U.S. federal and state income tax purposes;

·
our ability to attract and retain qualified personnel;

·
changes in foreign currency exchange rates;

·
U.S. (both federal and state) and European (in particular Germany, the United Kingdom, Spain and Italy) healthcare and other

regulatory requirements; and

·
U.S. national and local economic conditions, as well as conditions in Europe and any other foreign jurisdictions where we own or

will own healthcare facilities, which may have a negative effect on the following, among other things:

·
the financial condition of our tenants, our lenders, counterparties to our interest rate swaps and other hedged

transactions and institutions that hold our cash balances, which may expose us to increased risks of default by these
parties;

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

pursue acquisition and development opportunities, refinance existing debt, comply with debt covenants 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 supplement, the accompanying prospectus, any documents we incorporate by reference herein and
therein or any free writing prospectus we authorize to be delivered to you to reflect future events or developments.

S-iv
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere in the prospectus supplement, the accompanying prospectus or the
documents incorporated by reference herein and therein. This summary does not contain all of the information that may be important to you
or that you should consider before making an investment decision. You should read carefully this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference herein and therein, including the information under the heading "Risk
Factors," the financial data and other information included in or incorporated by reference in this prospectus supplement and the
accompanying prospectus, and any free writing prospectus we authorize to be delivered to you before making an investment decision.
Our Company
Medical Properties is a self-advised REIT listed on the New York Stock Exchange, or NYSE, focused on investing in and owning
net-leased healthcare facilities across the United States and selectively in foreign jurisdictions. Medical Properties conducts substantially all of
its business through the Operating Partnership. We acquire and develop healthcare facilities and lease the facilities to healthcare operating
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
companies under long-term net leases, which require the tenant to bear most of the costs associated with the property. We also make mortgage
loans to healthcare operators collateralized by their real estate assets. In addition, we selectively make loans to certain of our operators through
our taxable REIT subsidiaries, the proceeds of which are typically used for acquisition and working capital. From time to time, we may also
acquire a profit or other equity interest in certain of our tenants that gives us a right to share in such tenants' profits and losses.
As of March 31, 2016, our portfolio consisted of 206 properties leased or loaned to 29 operators, of which 8 are under development,
14 are in the form of mortgage loans and 25 are subject to long-term ground leases. As of March 31, 2016, our properties, 150 of which are
located in 29 U.S. states and 56 of which are located in Europe, consisted of the following:

·
111 general acute care hospitals;

·
23 long-term acute care hospitals;

·
69 inpatient rehabilitation hospitals; and

·
3 medical office buildings.
Medical Properties was incorporated under Maryland law on August 27, 2003, the Operating Partnership was formed under
Delaware law on September 10, 2003 and MPT Finance Corporation was incorporated under Delaware law on April 4, 2011. Medical
Properties conducts substantially all of its business through the Operating Partnership. Medical Properties has operated as a REIT since
April 6, 2004, and has elected REIT status since the filing of its federal income tax return for its taxable year that began on April 6, 2004 and
ended on December 31, 2004.
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 supplement or the accompanying prospectus or any
other report or document we file with the SEC that is incorporated by reference herein or therein.

S-1
Table of Contents
Recent Developments
Capella Portfolio Transaction
On August 31, 2015, we acquired a portfolio of acute care hospitals owned and operated by Capella Healthcare, Inc. ("Capella") for
a combined purchase price and investment of approximately $900 million. The transaction included our investment in seven acute care
hospitals (two of which were in the form of mortgage loans), an acquisition loan and a 49% equity interest in the ongoing operator of the
facilities. On October 30, 2015, we acquired an additional acute care hospital in Camden, South Carolina operated by Capella for an aggregate
purchase price of $25.8 million. In connection with this acquisition, we funded an additional acquisition loan to Capella of $9.2 million. At
March 31, 2016, our acquisition loans to Capella in connection with the 2015 Capella transactions totaled $487.7 million.
On March 21, 2016, we entered into definitive agreements with RegionalCare Hospital Partners, Inc. ("RegionalCare"), an affiliate
of certain funds managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, "Apollo"), pursuant to
which we agreed to sell our investment in the operations of Capella to RegionalCare. Effective April 30, 2016, we completed the disposition
of our investment in the operations of Capella (including repayment in full of our acquisition loans) for net proceeds of approximately $550
million, which included: (i) approximately $492 million for our equity investment and the repayment in full for the acquisition loans we made
in connection with the 2015 Capella transactions; and (ii) $210 million in prepayment of the two mortgage loans that we made to Capella in
connection with the 2015 Capella transactions; less (iii) a new $93 million loan for the Olympia, Washington Capella facility that we made in
connection with the disposition of our investment in the Capella operations, replacing the acquisition loan we made for such facility in the
2015 Capella transactions; and less (iv) our $50 million investment in RegionalCare unsecured senior notes. An Apollo affiliate also made a
$50 million investment in RegionalCare unsecured senior notes.
We continue to maintain our ownership of the real estate of five of the Capella hospitals (in Hot Springs, Arkansas; Camden, South
Carolina; Hartsville, South Carolina; Muskogee, Oklahoma; and McMinnville, Oregon). These properties (other than the Hot Springs facility)
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
are subject to a master lease between us and Capella that has been amended to provide for a 13.5-year term with four five-year extension
options, annual consumer price-indexed increases, limited to a 2% floor and a 4% ceiling, an increase in security deposit, and the elimination
of lessee's purchase option provision. The Hot Springs lease was also amended similarly, except it provides for an initial term of 11 years.
We plan to convert our $93 million loan to a sale and leaseback arrangement on the Olympia, Washington facility, which was
subject to regulatory approval. We received approval on June 1, 2016, and the transaction is expected to close in the third quarter of 2016. The
terms of the Olympia lease will be similar to the other leases we have with Capella. In the second quarter of 2016, we sold, at par value, to a
large institution the $50 million unsecured notes we purchased from RegionalCare in connection with the disposition of our investment in the
operations of Capella.
Other Recent Divestitures
On May 23, 2016, we completed the sale of four long-term acute care facilities and one inpatient rehabilitation hospital operated by
Post Acute Medical to a third party for approximately $61.7 million. In connection with such sale, we received a total of $9.3 million in cash
as prepayment for four working capital notes and the sale of the equity interests we held in the operations of three of the facilities. This
transaction generated a net gain of approximately $15 million.
On May 20, 2016, we entered into a binding agreement with a third party to sell three inpatient rehabilitation hospitals located in
Texas and operated by HealthSouth. The agreed purchase price for the three facilities is $111.5 million before expenses and will result in a net
gain of approximately $45 million. Closing of the transaction is expected to occur in the third quarter of 2016.

S-2
Table of Contents
On June 17, 2016, we sold the Atrium Medical Center real estate located in a Dallas suburb. We had recently notified the tenant that
it was in default of the lease terms and that we intended to terminate the lease and sell the facility to a major Dallas-area hospital system.
Total proceeds from the transaction were $28 million, which were used to reduce debt. After writing off other amounts the former tenant owed
us and our equity investment in the tenant, there was no significant gain or loss on the transactions.
Other Activity
During the second quarter of 2016, we acquired an acute care hospital in Newark, New Jersey for an aggregate purchase price of
$63 million leased to an affiliate of Prime Healthcare Services, Inc. ("Prime") pursuant to a new master lease, which has a 15-year term with
three five-year extension options, plus consumer price-indexed increases, limited to a 2% floor.
Through June 30, 2016, we completed construction of seven acute care facilities for $37 million and are leased to Adeptus Health,
Inc. ("Adeptus") and one inpatient rehabilitation facility that was constructed for approximately $20 million and is leased to Ernest Health,
Inc. ("Ernest").
On June 22, 2016, we closed on the final MEDIAN property, completing the transactions contemplated by the definitive agreements
we entered into with MEDIAN in 2014 and resulting in a total investment of 688.4 million.
During the months of June and July 2016, we sold 5.8 million shares of common stock under Medical Properties' at-the-market
program generating net proceeds of approximately $85.7 million.
We collectively refer to the transactions described in "--Recent Developments" as the "Recent Portfolio Transactions." See "Risk
Factors--Risks Related to the Notes and the Offering--Certain of the Recent Portfolio Transactions have not closed and may not close on the
terms described in this prospectus supplement or at all."

S-3
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
Table of Contents
The Offering
The offering terms are summarized below solely for your convenience. This summary is not a complete description of the Notes. You
should read the full text and more specific details contained elsewhere in this prospectus supplement. For a more detailed description of the
Notes, see "Description of Notes" in this prospectus supplement. For purposes of this section entitled "--The Offering" and the "Description
of Notes," references to "we," "us" and "our" refer only to MPT Operating Partnership, L.P. and MPT Finance Corporation, the Issuers of
the Notes, and not to their subsidiaries or any other entity, including the Guarantor.

Issuers
MPT Operating Partnership, L.P. and MPT Finance Corporation, as co-issuers.

Guarantor
Medical Properties Trust, Inc.

Securities Offered
$500,000,000 aggregate principal amount of 5.250% senior notes due 2026.

Issue Price
100% plus accrued interest, if any, from July 22, 2016.

Maturity Date
The Notes will mature on August 1, 2026.

Interest
The Notes will accrue interest at a rate of 5.250% per year from July 22, 2016, until
maturity or earlier redemption or repurchase.

Interest Payment Dates
February 1 and August 1 of each year, commencing on February 1, 2017.

Optional Redemption
We may redeem some or all of the Notes at any time on or after August 1, 2021 at the
redemption prices set forth in "Description of Notes-- Optional Redemption." We may
also redeem up to 35% of the aggregate principal amount of the Notes using the net cash
proceeds from certain equity offerings completed before August 1, 2019. In addition, we
may redeem some or all the Notes prior to August 1, 2021 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 and a make-whole premium. See "Description
of Notes--Optional Redemption."

Change of Control; Certain Asset Sales
If a Change of Control (as defined in "Description of Notes--Certain Definitions")
occurs, the Issuers will be required to make an offer to purchase the Notes at a price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any,
to the purchase date under certain circumstances. See "Description of Notes--
Repurchase of Notes upon a Change of Control." If the Operating Partnership or any of
its restricted subsidiaries sell assets, under certain circumstances the Issuers will be
required to make an offer to purchase the Notes at their face amount, plus accrued
interest and unpaid interest up to, but excluding the purchase date. See "Description of
Notes--Limitation on Asset Sales."

Guarantee
The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by
Medical Properties and any of our U.S. domestic restricted subsidiaries that borrows
under or guarantees borrowings under our revolving credit facility in the future. The
Notes offered hereby will not be guaranteed by any of our subsidiaries on the date of
issuance.

S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
Ranking
The Notes and Medical Properties' guarantee of the Notes will be the Issuers' and
Medical Properties' general senior unsecured obligations, will rank equal in right of
payment with such entities' existing and future senior indebtedness, including
borrowings under our revolving credit facility and our term loan facility and our existing
debt securities, and will rank senior in right of payment to all of such entities' future
subordinated indebtedness; however, the Notes and the guarantee will be effectively
subordinated to all of the Issuers' and Medical Properties' secured indebtedness to the
extent of the value of the collateral securing such indebtedness. The Notes and the
guarantee will also be structurally subordinated to the indebtedness and other liabilities
of our subsidiaries with respect to the assets of such subsidiaries.

As of March 31, 2016, after giving effect to the Recent Portfolio Transactions, the
issuance of the Notes offered hereby and the use of proceeds therefrom as described in
"Use of Proceeds," the Issuers and Medical Properties would have had $2.8 billion of

indebtedness (none of which would have been secured indebtedness) and the Issuers'
subsidiaries, none of which will guarantee the Notes on the date of issuance, would have
had $13.3 million of indebtedness, all of which would have been structurally senior to
the Notes and Medical Properties' guarantee of the Notes.

In addition, as of March 31, 2016, after giving effect to the Recent Portfolio
Transactions, this offering of Notes and the use of proceeds therefrom as described in

"Use of Proceeds," we would have had $0 borrowings outstanding and $1.3 billion of
availability under our revolving credit facility.

Certain Covenants
The indenture governing the Notes will restrict the Issuers' ability and the ability of
their restricted subsidiaries to, among other things:

· incur debt;

· pay dividends and make distributions;

· create liens;

· enter into transactions with affiliates; and

· merge, consolidate or transfer all or substantially all of their assets.

The indenture governing the Notes will also require the Issuers and their restricted

subsidiaries to maintain total unencumbered assets of at least 150% of our collective
unsecured debt.

These covenants are subject to important exceptions and qualifications. See "Description
of Notes--Certain Covenants." In addition, the indenture governing the Notes will
provide that if the Notes have both (1) a rating of "Baa3" or higher from Moody's

Investors Service, Inc. ("Moody's"), and (2) a rating of "BBB-" or higher from S&P,
several material covenants included in the indenture will be suspended or become more
lenient, as the case may be, if the Issuers provide notice of such ratings to the trustee,
until

S-5
Table of Contents
such time as the Notes are no longer rated investment grade by both such rating

agencies. See "Description of Notes--Suspension of Covenants."

No Public Market
The Notes will be new securities for which there is currently no established trading
market. The underwriters have advised us that they intend to make a market in the
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

424B2
Notes. The underwriters are not obligated, however, to make a market in the Notes, and
any such market-making may be discontinued by the underwriters in their discretion at
any time without notice. Accordingly, there can be no assurance as to the development
or liquidity of any market for the Notes. See "Underwriting."

Book-Entry Form
The Notes will be issued in book-entry only form and will be represented by one or
more permanent global notes deposited with a custodian for, and registered in the name
of a nominee of, The Depository Trust Company, commonly known as DTC, in New
York, New York. Beneficial interests in the global certificates representing the Notes
will be shown on, and transfers will be effected only through, records maintained by
DTC and its direct and indirect participants and such interests may not be exchanged for
certificated Notes, except in limited circumstances.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $492.8
million, after deducting underwriting discounts and commissions and our estimated
offering expenses. We intend to use approximately $474.3 million of the net proceeds
from this offering to fund the redemption of all of the $450 million aggregate principal
amount of our 6.875% senior notes due 2021 (the "2021 Notes"), including premium
and accrued and unpaid interest thereon, on or about 30 calendar days after the date of
this prospectus supplement. We intend to use the remaining net proceeds to repay
borrowings under our revolving credit facility and for general corporate purposes, which
may include investing in additional healthcare properties. See "Use of Proceeds."

Trustee
Wilmington Trust, National Association.

Governing Law
New York.

Risk Factors
Investment in the Notes involves risk. You should carefully consider the information
under the section titled "Risk Factors" and all other information included and
incorporated by reference in this prospectus supplement before investing in the Notes.

S-6
Table of Contents
Summary Historical Consolidated Financial Data
The summary historical consolidated financial data presented below as of December 31, 2015 and for the years ended December 31,
2015, 2014 and 2013, have been derived from the Operating Partnership's audited consolidated financial statements and accompanying notes
appearing in our 2015 10-K, which is incorporated by reference into this prospectus supplement. The summary historical consolidated
financial data as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 has been derived from the Operating
Partnership's unaudited consolidated financial statements and accompanying notes appearing in our First Quarter 10-Q, which is incorporated
by reference into this prospectus supplement. These unaudited consolidated financial statements have been prepared on a basis consistent with
our audited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all
adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of
operations for interim periods are not necessarily indicative of the results to be expected for the full year. Historical results are not necessarily
indicative of the results to be expected in the future.
As of March 31, 2016, Medical Properties had a 99.8% equity ownership interest in the Operating Partnership. Medical Properties
has no significant operations other than as the sole member of its wholly-owned subsidiary, Medical Properties Trust, LLC, which is the sole
general partner of the Operating Partnership, and no material assets, other than its direct and indirect investment in the Operating Partnership.
There is no significant difference between the Operating Partnership's net income and Medical Properties' net income.
You should read the following summary historical consolidated financial data in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Operating Partnership's audited and unaudited consolidated financial
https://www.sec.gov/Archives/edgar/data/1287865/000119312516648392/d186942d424b2.htm[7/15/2016 9:06:45 AM]

Document Outline

#1">
- #1">