REGISTRATION NO. 333-119957
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 5, 2005.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 7
TO
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
---------------------
MEDICAL PROPERTIES TRUST, INC.
(Exact name of registrant as specified in its governing instruments)
1000 URBAN CENTER DRIVE, SUITE 501, BIRMINGHAM, ALABAMA 35242
(205) 969-3755
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
EDWARD K. ALDAG, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MEDICAL PROPERTIES TRUST, INC.
1000 URBAN CENTER DRIVE, SUITE 501, BIRMINGHAM, ALABAMA 35242
(205) 969-3755
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH A COPY TO:
THOMAS O. KOLB DANIEL M. LEBEY
B.G. MINISMAN, JR. EDWARD W. ELMORE, JR.
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC HUNTON & WILLIAMS LLP
SUITE 1600 RIVERFRONT PLAZA, EAST TOWER
420 20TH STREET NORTH 951 EAST BYRD STREET
BIRMINGHAM, ALABAMA 35203 RICHMOND, VIRGINIA 23219-4074
(205) 328-0480 (804) 788-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES PROPOSED MAXIMUM AGGREGATE
BEING REGISTERED OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE(2)
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Common Stock, $.001 par value.................. $166,522,152 $19,539
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(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(o) under the Securities Act.
(2) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
Medical Properties Trust, Inc. has prepared this Amendment No. 7 to the
Registration Statement on Form S-11 (File No. 333-119957) for the purpose of
filing with the Securities and Exchange Commission certain exhibits to the
Registration Statement. Amendment No. 7 does not modify any provision of the
Prospectus that forms a part of the Registration Statement and accordingly such
Prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 31. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by the
Registrant in connection with the issuance and distribution of common stock
being registered. All amounts except the SEC registration fee are estimates.
AMOUNT TO BE PAID
-----------------
SEC registration fee........................................ $ 19,539
NASD Fee.................................................... 25,500
NYSE Listing Fees........................................... 205,000
Transfer agent and registrar fees........................... 10,000
Legal fees and expenses..................................... 1,150,000
Accounting fees and expenses................................ 575,000
Printing and mailing fees................................... 400,000
Miscellaneous............................................... 609,461
Blue sky fees and expenses.................................. 2,500
Total....................................................... 3,000,000
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* To be filed by amendment.
ITEM 32. SALES TO SPECIAL PARTIES.
Not applicable.
ITEM 33. RECENT SALES OF UNREGISTERED SECURITIES.
On April 6, 2004 and April 7, 2004, we sold in a private placement
21,857,329 shares of common stock to Friedman, Billings, Ramsey & Co., Inc., as
initial purchaser, pursuant to the exemptions from registration provided in
Section 4(2) of the Securities Act of 1933, as amended , or the Securities Act,
and Rule 506 of Regulation D thereunder. Friedman, Billings, Ramsey & Co., Inc.
promptly resold 20,244,426 of these shares to qualified institutional buyers in
accordance the resale exemption provided in Rule 144A under the Securities Act
and to non-U.S. persons in accordance with the exemption provided in Regulation
S under the Securities Act. Friedman, Billings, Ramsey & Co., Inc. paid us a
purchase price of $9.30 per share for the shares it purchased and resold the
shares that it resold for a price of $10.00 per share.
Also on April 7, 2004, the Company sold in a concurrent private placement
3,442,671 shares of common stock directly to institutional and individual
accredited investors pursuant to the exemptions from registration provided in
Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder.
These shares were sold for $10.00 per share; however, Friedman, Billings, Ramsey
& Co., Inc., which acted as placement agent, received a placement agent fee of
$0.70 per share. In addition, we issued 260,954 shares of our common stock on
April 7, 2004, to Friedman, Billings, Ramsey & Co., Inc. in a private placement
under Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder
as payment for financial advisory services.
Each of the private placements that we made in reliance on the exemptions
from registration provided under Section 4(2) of the Securities Act and Rule 506
of Regulation D thereunder, as described in the two proceeding paragraphs, did
not involve any public offering of the common stock. In addition, each purchaser
of privately placed shares provided us with written representations that it was
an accredited investor within the meaning of Rule 501(e) of Regulation D, that
it was a sophisticated investor and that
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it had the knowledge and experience necessary to evaluate the risks and merits
of the investment in our common stock. In addition, each purchaser of our common
stock in the private placements and resales that occurred on April 6 and April
7, 2004 was solicited on a private and confidential basis in a manner not
involving any general solicitation or advertising in compliance with Regulation
D.
Pursuant to our 2004 Equity Incentive Plan, we have granted options to
purchase a total of 160,000 shares of common stock, and awarded 20,000 deferred
stock units, to our current or former independent directors. In addition, on
April 25, 2005, we awarded 82,000 shares of restricted common stock to certain
of our employees. In granting these options to purchase common stock and
deferred stock units and in making these restricted stock awards, we relied upon
exemptions from registration set forth in Section 4(2) of the Securities Act and
Rule 701 under the Securities Act.
In August and September 2003, Mr. Aldag, Mr. McLean, Mr. McKenzie and Mr.
Hamner, or our founders, were collectively issued 1,630,435 shares of our common
stock in exchange for nominal cash consideration. Upon completion of our private
placement in April 2004, 1,108,527 shares of common stock held by our senior
management were redeemed for nominal value and they now collectively hold
557,908 shares of our common stock, including shares purchased in our April 2004
private placement. We relied upon Section 4(2) of the Securities Act in issuing
these shares of common stock to our founders.
ITEM 34. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We maintain a directors and officers liability insurance policy. Our
charter limits the personal liability of our directors and officers for monetary
damages to the fullest extent permitted under current Maryland law, and our
charter and bylaws provide that a director or officer shall be indemnified to
the fullest extent required or permitted by Maryland law from and against any
claim or liability to which such director or officer may become subject by
reason of his or her status as a director or officer of our company. Maryland
law allows directors and officers to be indemnified against judgments,
penalties, fines, settlements, and expenses actually incurred in a proceeding
unless the following can be established:
- the act or omission of the director or officer was material to the cause
of action adjudicated in the proceeding and was committed in bad faith or
was the result of active and deliberate dishonesty;
- the director or officer actually received an improper personal benefit in
money, property or services; or
- with respect to any criminal proceeding, the director or officer had
reasonable cause to believe his or her act or omission was unlawful.
Our stockholders have no personal liability for indemnification payments or
other obligations under any indemnification agreements or arrangements. However,
indemnification could reduce the legal remedies available to us and our
stockholders against the indemnified individuals.
This provision for indemnification of our directors and officers does not
limit a stockholder's ability to obtain injunctive relief or other equitable
remedies for a violation of a director's or an officer's duties to us or to our
stockholders, although these equitable remedies may not be effective in some
circumstances.
In addition to any indemnification to which our directors and officers are
entitled pursuant to our charter and bylaws and the MGCL, our charter and bylaws
provide that we may indemnify other employees and agents to the fullest extent
permitted under Maryland law, whether they are serving us or, at our request,
any other entity.
We have entered into indemnification agreements with each of our directors
and executive officers, which we refer to in this context as indemnitees. The
indemnification agreements provide that we will, to the fullest extent permitted
by Maryland law, indemnify and defend each indemnitee against all losses and
expenses incurred as a result of his current or past service as our director or
officer, or incurred by reason of the fact that, while he was our director or
officer, he was serving at our request as a director, officer, partners,
trustee, employee or agent of a corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan. We have agreed to pay expenses
incurred by an indemnitee before the final
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disposition of a claim provided that he provides us with a written affirmation
that he has met the standard of conduct required for indemnification and a
written undertaking to repay the amount we pay or reimburse if it is ultimately
determined that he has not met the standard of conduct required for
indemnification. We are to pay expenses within 20 days of receiving the
indemnitee's written request for such an advance. Indemnitees are entitled to
select counsel to defend against indemnifiable claims.
The general effect to investors of any arrangement under which any person
who controls us or any of our directors, officers or agents is insured or
indemnified against liability is a potential reduction in distributions to our
stockholders resulting from our payment of premiums associated with liability
insurance.
ITEM 35. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED.
None of the proceeds will be credited to an account other than the
appropriate capital share account.
ITEM 36. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Exhibits. The following exhibits are filed as part of this
registration statement on Form S-11.
EXHIBIT
NUMBER EXHIBIT TITLE
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1.1 Form of Underwriting Agreement
3.1** Registrant's Second Articles of Amendment and Restatement
3.2** Registrant's Amended and Restated Bylaws
4.1 Form of Common Stock Certificate
4.2** Registration Rights Agreement among Registrant, Friedman,
Billings, Ramsey & Co., Inc. and certain holders of the
Registrant's common stock, dated April 7, 2004
5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. with respect to the legality of the shares being
registered
8.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. with respect to certain tax matters
10.1** First Amended and Restated Agreement of Limited Partnership
of MPT Operating Partnership, L.P.
10.2 Amended and Restated 2004 Equity Incentive Plan
10.3** Employment Agreement between the Registrant and Edward K.
Aldag, Jr., dated September 10, 2003
10.4** First Amendment to Employment Agreement between the
Registrant and Edward K. Aldag, Jr., dated March 8, 2004
10.5** Employment Agreement between the Registrant and Emmett E.
McLean, dated September 10, 2003
10.6** Employment Agreement between the Registrant and R. Steven
Hamner, dated September 10, 2003
10.7** Amended and Restated Employment Agreement between the
Registrant and William G. McKenzie, dated September 10, 2003
10.8** Lease Agreement between MPT West Houston MOB, L.P. and
Stealth L.P., dated June 17, 2004
10.9** Lease Agreement between MPT West Houston Hospital, L.P. and
Stealth L.P., dated June 17, 2004
10.10** Third Amended and Restated Lease Agreement between 1300
Campbell Lane, LLC and 1300 Campbell Lane Operating Company,
LLC, dated December 20, 2004
10.11** First Amendment to Third Amended and Restated Lease
Agreement between 1300 Campbell Lane, LLC and 1300 Campbell
Lane Operating Company, LLC, dated December 31, 2004
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EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.12** Second Amended and Restated Lease Agreement between 92 Brick
Road, LLC and 92 Brick Road, Operating Company, LLC, dated
December 20, 2004
10.13** First Amendment to Second Amended and Restated Lease
Agreement between 92 Brick Road, LLC and 92 Brick Road,
Operating Company, LLC, dated December 31, 2004
10.14** Third Amended and Restated Lease Agreement between San
Joaquin Health Care Associates Limited Partnership and 7173
North Sharon Avenue Operating Company, LLC, dated December
20, 2004
10.15** First Amendment to Third Amended and Restated Lease
Agreement between San Joaquin Health Care Associates Limited
Partnership and 7173 North Sharon Avenue Operating Company,
LLC, dated December 31, 2004
10.16** Second Amended and Restated Lease Agreement between 8451
Pearl Street, LLC and 8451 Pearl Street Operating Company,
LLC, dated December 20, 2004
10.17** First Amendment Second Amended and Restated Lease Agreement
between 8451 Pearl Street, LLC and 8451 Pearl Street
Operating Company, LLC, dated December 31, 2004
10.18** Second Amended and Restated Lease Agreement between 4499
Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating
Company, LLC, dated December 20, 2004
10.19** First Amendment to Second Amended and Restated Lease
Agreement between 4499 Acushnet Avenue, LLC and 4499
Acushnet Avenue Operating Company, LLC, dated December 31,
2004
10.20** Third Amended and Restated Lease Agreement between Kentfield
THCI Holding Company, LLC and 1125 Sir Francis Drake
Boulevard Operating Company, LLC, dated December 20, 2004
10.21** First Amendment to Third Amended and Restated Lease
Agreement between Kentfield THCI Holding Company, LLC and
1125 Sir Francis Drake Boulevard Operating Company, LLC,
dated December 31, 2004
10.22** Loan Agreement between Colonial Bank, N.A., and MPT West
Houston MOB, L.P., dated December 17, 2004
10.23** Loan Agreement between Colonial Bank, N.A., and MPT West
Houston Hospital, L.P., dated December 17, 2004
10.24** Loan Agreement between Merrill Lynch Capital and 4499
Acushnet Avenue, LLC, 8451 Pearl Street, LLC, 92 Brick Road,
LLC, 1300 Campbell Lane, LLC, Kentfield THCI Holding
Company, LLC and San Joaquin Health Care Associates, LP,
dated December 31, 2004
10.25** Payment Guaranty made by the Registrant and MPT Operating
Partnership, L.P. in favor of Merrill Lynch Capital, dated
December 31, 2004
10.26** Purchase Agreement among THCI Company, LLC, THCI of
California, LLC, THCI of Massachusetts, LLC, THCI Mortgage
Holding Company, LLC and MPT Operating Partnership, L.P.,
dated May 20, 2004
10.27** Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Victorville, LLC, Prime A Investments, L.L.C.,
Desert Valley Health System, Inc., Desert Valley Hospital,
Inc. and Desert Valley Medical Group, Inc., dated February
28, 2005
10.28** Lease Agreement between MPT of Victorville, LLC and Desert
Valley Hospital, Inc., dated February 28, 2005
10.29** Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bucks County Hospital, L.P., Bucks County
Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated
March 3, 2005
10.30** Employment Agreement between the Registrant and Michael G.
Stewart, dated April 28, 2005
10.31** Letter of Commitment between MPT Operating Partnership, L.P.
and Monroe Hospital Operating Hospital, dated February 28,
2005
10.32** Letter of Commitment between MPT Operating Partnership,
L.P., Covington Healthcare Properties, LLC and Denham
Springs Healthcare Properties, LLC, dated March 14, 2005
10.33** Letter of Commitment between MPT Operating Partnership, L.P.
and North Cypress Medical Center Operating Partnership,
Ltd., dated March 16, 2005
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EXHIBIT
NUMBER EXHIBIT TITLE
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10.34** Letter of Commitment between MPT Operating Partnership,
L.P., Hammond Healthcare Properties, LLC and Hammond
Rehabilitation Hospital, LLC, dated April 1, 2005
10.35** Letter of Commitment between MPT Operating Partnership, L.P.
and Diversified Specialty Institutes, Inc., dated March 3,
2005
10.36** Amendment to Letter of Commitment between MPT Operating
Partnership, L.P. and Diversified Specialty Institutes,
Inc., dated March 31, 2005
10.37** Letter of Commitment between MPT Operating Partnership,
L.P., MPT of Victorville, LLC and Desert Valley Hospital,
Inc., dated February 28, 2005
10.38** Amendment to Purchase and Sale Agreement among MPT Operating
Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
County Oncoplastic Institute, LLC, DSI Facility Development,
LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
Patrick Maxwell, M.D., dated April 29, 2005
10.39** Sublease Agreement between MPT of North Cypress, L.P. and
North Cypress Medical Center Operating Company, Ltd., dated
as of June 1, 2005
10.40** Net Ground Lease between North Cypress Property Holdings,
Ltd. and MPT of North Cypress, L.P., dated as of June 1,
2005
10.41** Purchase and Sale Agreement between MPT of North Cypress,
L.P. and North Cypress Medical Center Operating Company,
Ltd., dated as of June 1, 2005
10.42** Contract for Purchase and Sale of Real Property between
North Cypress Property Holdings, Ltd. and MPT of North
Cypress, L.P., dated as of June 1, 2005
10.43** Lease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of
June 1, 2005
10.44** Net Ground Lease between Northern Healthcare Land Ventures,
Ltd. and MPT of North Cypress, L.P., dated as of June 1,
2005
10.45** Amendment to the First Amended and Restated Agreement of
Limited Partnership of MPT Operating Partnership, L.P.
10.46** Construction Loan Agreement between North Cypress Medical
Center Operating Company, Ltd. and MPT Finance Company, LLC,
dated June 1, 2005
10.47** Purchase, Sale and Loan Agreement among MPT Operating
Partnership, L.P., MPT of Covington, LLC, MPT of Denham
Springs, LLC, Covington Healthcare Properties, L.L.C.,
Denham Springs Healthcare Properties, L.L.C., Gulf States
Long Term Acute Care of Covington, L.L.C. and Gulf States
Long Term Acute Care of Denham Springs, L.L.C., dated June
9, 2005
10.48** Lease Agreement between MPT of Covington, LLC and Gulf
States Long Term Acute Care of Covington, L.L.C., dated June
9, 2005
10.49** Promissory Note made by Denham Springs Healthcare
Properties, L.L.C. in favor of MPT of Denham Springs, LLC,
dated June 9, 2005
10.50 Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and
Northern California Rehabilitation Hospital, LLC, dated June
30, 2005
10.51 Lease Agreement between Northern California Rehabilitation
Hospital, LLC and MPT of Redding, LLC, dated June 30, 2005
10.52 Ground Lease Agreement between National Medical Specialty
Hospital of Redding, Inc. and Guardian Postacute Services,
Inc., dated November 14, 1997
10.53 Ground Lease Agreement between West Jersey Health System and
West Jersey/Mediplex Rehabilitation Limited Partnership,
dated July 15, 1993
10.54 Amendment No. 1 to Ground Lease Agreement between National
Medical Specialty Hospital of Redding, Inc. and Ocadian Care
Centers, Inc., dated November 29, 2001
10.55 Form of Indemnification Agreement between the Registrant and
executive officers and directors
21.1 Subsidiaries of the Registrant
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EXHIBIT
NUMBER EXHIBIT TITLE
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23.1** Consent of KPMG LLP
23.2** Consent of Parente Randolph, LLC
23.3 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. (included in Exhibits 5.1 and 8.1)
24.1** Power of Attorney, included on signature page of the
Registrant's Form S-11 filed with the Commission on October
26, 2004
24.2** Power of Attorney, included on signature page of Amendment
No. 3 to the Registrant's Form S-11 filed with the
Commission on May 13, 2005
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** Previously filed.
ITEM 37. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriters to permit prompt delivery to each purchaser.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.
(c) The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, as amended, the information omitted from the form of prospectus
filed as part of this registration statement in reliance under Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed
to part of this registration statement as of the time it was declared
effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, as amended, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-11 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Birmingham, Alabama on July 5, 2005.
MEDICAL PROPERTIES TRUST, INC.
By: /s/ R. STEVEN HAMNER
------------------------------------
R. Steven Hamner
Executive Vice President,
Chief Financial Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates listed.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board, President July 5, 2005
-------------------------------------- and Chief Executive Officer
Edward K. Aldag, Jr.
/s/ R. STEVEN HAMNER Executive Vice President, Chief July 5, 2005
-------------------------------------- Financial Officer and Director
R. Steven Hamner
* July 5, 2005
-------------------------------------- Director
Virginia A. Clarke
* July 5, 2005
-------------------------------------- Director
G. Steven Dawson
* July 5, 2005
-------------------------------------- Director
Bryan L. Goolsby
* July 5, 2005
-------------------------------------- Director
Robert E. Holmes, Ph.D.
* July 5, 2005
-------------------------------------- Vice Chairman of the Board
William G. McKenzie
* July 5, 2005
-------------------------------------- Director
L. Glenn Orr, Jr.
*By: /s/ R. STEVEN HAMNER July 5, 2005
------------------------------
R. Steven Hamner
Attorney-in-Fact
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EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
1.1 Form of Underwriting Agreement
3.1** Registrant's Second Articles of Amendment and Restatement
3.2** Registrant's Amended and Restated Bylaws
4.1 Form of Common Stock Certificate
4.2** Registration Rights Agreement among Registrant, Friedman,
Billings, Ramsey & Co., Inc. and certain holders of the
Registrant's common stock, dated April 7, 2004
5.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. with respect to the legality of the shares being
registered
8.1 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. with respect to certain tax matters
10.1** First Amended and Restated Agreement of Limited Partnership
of MPT Operating Partnership, L.P.
10.2 Amended and Restated 2004 Equity Incentive Plan
10.3** Employment Agreement between the Registrant and Edward K.
Aldag, Jr., dated September 10, 2003
10.4** First Amendment to Employment Agreement between the
Registrant and Edward K. Aldag, Jr., dated March 8, 2004
10.5** Employment Agreement between the Registrant and Emmett E.
McLean, dated September 10, 2003
10.6** Employment Agreement between the Registrant and R. Steven
Hamner, dated September 10, 2003
10.7** Amended and Restated Employment Agreement between the
Registrant and William G. McKenzie, dated September 10, 2003
10.8** Lease Agreement between MPT West Houston MOB, L.P. and
Stealth L.P., dated June 17, 2004
10.9** Lease Agreement between MPT West Houston Hospital, L.P. and
Stealth L.P., dated June 17, 2004
10.10** Third Amended and Restated Lease Agreement between 1300
Campbell Lane, LLC and 1300 Campbell Lane Operating Company,
LLC, dated December 20, 2004
10.11** First Amendment to Third Amended and Restated Lease
Agreement between 1300 Campbell Lane, LLC and 1300 Campbell
Lane Operating Company, LLC, dated December 31, 2004
10.12** Second Amended and Restated Lease Agreement between 92 Brick
Road, LLC and 92 Brick Road, Operating Company, LLC, dated
December 20, 2004
10.13** First Amendment to Second Amended and Restated Lease
Agreement between 92 Brick Road, LLC and 92 Brick Road,
Operating Company, LLC, dated December 31, 2004
10.14** Third Amended and Restated Lease Agreement between San
Joaquin Health Care Associates Limited Partnership and 7173
North Sharon Avenue Operating Company, LLC, dated December
20, 2004
10.15** First Amendment to Third Amended and Restated Lease
Agreement between San Joaquin Health Care Associates Limited
Partnership and 7173 North Sharon Avenue Operating Company,
LLC, dated December 31, 2004
10.16** Second Amended and Restated Lease Agreement between 8451
Pearl Street, LLC and 8451 Pearl Street Operating Company,
LLC, dated December 20, 2004
10.17** First Amendment to Second Amended and Restated Lease
Agreement between 8451 Pearl Street, LLC and 8451 Pearl
Street Operating Company, LLC, dated December 31, 2004
10.18** Second Amended and Restated Lease Agreement between 4499
Acushnet Avenue, LLC and 4499 Acushnet Avenue Operating
Company, LLC, dated December 20, 2004
10.19** First Amendment to Second Amended and Restated Lease
Agreement between 4499 Acushnet Avenue, LLC and 4499
Acushnet Avenue Operating Company, LLC, dated December 31,
2004
10.20** Third Amended and Restated Lease Agreement between Kentfield
THCI Holding Company, LLC and 1125 Sir Francis Drake
Boulevard Operating Company, LLC, dated December 20, 2004
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EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.21** First Amendment to Third Amended and Restated Lease
Agreement between Kentfield THCI Holding Company, LLC and
1125 Sir Francis Drake Boulevard Operating Company, LLC,
dated December 31, 2004
10.22** Loan Agreement between Colonial Bank, N.A., and MPT West
Houston MOB, L.P., dated December 17, 2004
10.23** Loan Agreement between Colonial Bank, N.A., and MPT West
Houston Hospital, L.P., dated December 17, 2004
10.24** Loan Agreement between Merrill Lynch Capital and 4499
Acushnet Avenue, LLC, 8451 Pearl Street, LLC, 92 Brick Road,
LLC, 1300 Campbell Lane, LLC, Kentfield THCI Holding
Company, LLC and San Joaquin Health Care Associates, LP,
dated December 31, 2004
10.25** Payment Guaranty made by the Registrant and MPT Operating
Partnership, L.P. in favor of Merrill Lynch Capital, dated
December 31, 2004
10.26** Purchase Agreement among THCI Company, LLC, THCI of
California, LLC, THCI of Massachusetts, LLC, THCI Mortgage
Holding Company, LLC and MPT Operating Partnership, L.P.,
dated May 20, 2004
10.27** Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Victorville, LLC, Prime A Investments, L.L.C.,
Desert Valley Health System, Inc., Desert Valley Hospital,
Inc. and Desert Valley Medical Group, Inc., dated February
28, 2005
10.28** Lease Agreement between MPT of Victorville, LLC and Desert
Valley Hospital, Inc., dated February 28, 2005
10.29** Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Bucks County Hospital, L.P., Bucks County
Oncoplastic Institute, LLC, Jerome S. Tannenbaum, M.D., M.
Stephen Harrison and DSI Facility Development, LLC, dated
March 3, 2005
10.30** Employment Agreement between the Registrant and Michael G.
Stewart, dated April 28, 2005
10.31** Letter of Commitment between MPT Operating Partnership, L.P.
and Monroe Hospital Operating Hospital, dated February 28,
2005
10.32** Letter of Commitment between MPT Operating Partnership,
L.P., Covington Healthcare Properties, LLC and Denham
Springs Healthcare Properties, LLC, dated March 14, 2005
10.33** Letter of Commitment between MPT Operating Partnership, L.P.
and North Cypress Medical Center Operating Partnership,
Ltd., dated March 16, 2005
10.34** Letter of Commitment between MPT Operating Partnership,
L.P., Hammond Healthcare Properties, LLC and Hammond
Rehabilitation Hospital, LLC, dated April 1, 2005
10.35** Letter of Commitment between MPT Operating Partnership, L.P.
and Diversified Specialty Institutes, Inc., dated March 3,
2005
10.36** Amendment to Letter of Commitment between MPT Operating
Partnership, L.P. and Diversified Specialty Institutes,
Inc., dated March 31, 2005
10.37** Letter of Commitment between MPT Operating Partnership,
L.P., MPT of Victorville, LLC and Desert Valley Hospital,
Inc., dated February 28, 2005
10.38** Amendment to Purchase and Sale Agreement among MPT Operating
Partnership, L.P., MPT of Bucks County Hospital, L.P., Bucks
County Oncoplastic Institute, LLC, DSI Facility Development,
LLC, Jerome S. Tannenbaum, M.D., M. Stephen Harrison and G.
Patrick Maxwell, M.D., dated April 29, 2005
10.39** Sublease Agreement between MPT of North Cypress, L.P. and
North Cypress Medical Center Operating Company, Ltd., dated
as of June 1, 2005
10.40** Net Ground Lease between North Cypress Property Holdings,
Ltd. and MPT of North Cypress, L.P., dated as of June 1,
2005
10.41** Purchase and Sale Agreement between MPT of North Cypress,
L.P. and North Cypress Medical Center Operating Company,
Ltd., dated as of June 1, 2005
10.42** Contract for Purchase and Sale of Real Property between
North Cypress Property Holdings, Ltd. and MPT of North
Cypress, L.P., dated as of June 1, 2005
II-9
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
10.43** Lease Agreement between MPT of North Cypress, L.P. and North
Cypress Medical Center Operating Company, Ltd., dated as of
June 1, 2005
10.44** Net Ground Lease between Northern Healthcare Land Ventures,
Ltd. and MPT of North Cypress, L.P., dated as of June 1,
2005
10.45** Amendment to the First Amended and Restated Agreement of
Limited Partnership of MPT Operating Partnership, L.P.
10.46** Construction Loan Agreement between North Cypress Medical
Center Operating Company, Ltd. and MPT Finance Company, LLC,
dated June 1, 2005
10.47** Purchase, Sale and Loan Agreement among MPT Operating
Partnership, L.P., MPT of Covington, LLC, MPT of Denham
Springs, LLC, Covington Healthcare Properties, L.L.C.,
Denham Springs Healthcare Properties, L.L.C., Gulf States
Long Term Acute Care of Covington, L.L.C. and Gulf States
Long Term Acute Care of Denham Springs, L.L.C., dated June
9, 2005
10.48** Lease Agreement between MPT of Covington, LLC and Gulf
States Long Term Acute Care of Covington, L.L.C., dated June
9, 2005
10.49** Promissory Note made by Denham Springs Healthcare
Properties, L.L.C. in favor of MPT of Denham Springs, LLC,
dated June 9, 2005
10.50 Purchase and Sale Agreement among MPT Operating Partnership,
L.P., MPT of Redding, LLC, Vibra Healthcare, LLC and
Northern California Rehabilitation Hospital, LLC, dated June
30, 2005
10.51 Lease Agreement between Northern California Rehabilitation
Hospital, LLC and MPT of Redding, LLC, dated June 30, 2005
10.52 Ground Lease Agreement between National Medical Specialty
Hospital of Redding, Inc. and Guardian Postacute Services,
Inc., dated November 14, 1997
10.53 Ground Lease Agreement between West Jersey Health System and
West Jersey/Mediplex Rehabilitation Limited Partnership,
dated July 15, 1993
10.54 Amendment No. 1 to Ground Lease Agreement between National
Medical Specialty Hospital of Redding, Inc. and Ocadian Care
Centers, Inc., dated November 29, 2001
10.55 Form of Indemnification Agreement between the Registrant and
executive officers and directors
21.1 Subsidiaries of the Registrant
23.1** Consent of KPMG LLP
23.2** Consent of Parente Randolph, LLC
23.3 Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz,
P.C. (included in Exhibits 5.1 and 8.1)
24.1** Power of Attorney, included on signature page of the
Registrant's Form S-11 filed with the Commission on October
26, 2004
24.2** Power of Attorney included on signature page of Amendment
No. 3 to the Registrant's Form S-11 filed with the
Commission on May 13, 2005
---------------
** Previously filed.
II-10