8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2017

MEDICAL PROPERTIES TRUST, INC.

MPT OPERATING PARTNERSHIP, L.P.

(Exact Name of Registrant as Specified in Charter)

Maryland Delaware	001-32559 333-177186	20-0191742 20-0242069
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1000 Urban Center Drive, Suite 501 Birmingham, AL	35242
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (205) 969-3755

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of IASIS Healthcare Hospital Portfolio

On May 18, 2017, affiliates of Medical Properties Trust, Inc. (the “Company”) entered into definitive agreements pursuant to which affiliates of the Company will invest in a portfolio of ten acute care hospitals and one behavioral health facility currently operated by IASIS Healthcare (“IASIS”) for a combined purchase price and investment of approximately $1.4 billion. The portfolio will be operated by Steward Health Care System LLC (“Steward”), which separately announced its simultaneous merger transaction with IASIS, the completion of which is a condition to the Company’s investment.

Pursuant to the terms of an asset purchase agreement with IASIS and its affiliates, dated May 18, 2017, subsidiaries of the Company’s operating partnership will acquire from IASIS and its affiliates all of their interests in the real estate of eight acute care hospitals and one behavioral health facility for an aggregate purchase price of approximately $700 million. At closing, these facilities will be leased to Steward pursuant to the existing master lease agreement. In addition, pursuant to the terms of the agreement, subsidiaries of the Company’s operating partnership will make mortgage loans in an aggregate amount of approximately $700 million, secured by first mortgages in two acute care hospitals. The real estate master lease and mortgage loans will have substantially similar terms, which has an initial fixed term expiration of October 31, 2031 and includes three 5-year extension options, plus annual inflation protected escalators. The Company expects that the initial GAAP yield for the properties under the master lease to be approximately 10.2%.

The table below sets forth pertinent details with respect to the hospitals in the IASIS portfolio:

Hospital	Location		Form of Investment		Licensed Beds
Davis Hospital and Medical Center		Layton, UT		Mortgage		220
Jordan Valley Medical Center		West Jordan, UT		Mortgage		171
Odessa Regional Medical Center		Odessa, TX		Lease		225
Salt Lake Regional Medical Center		Salt Lake City, UT		Lease		158
St. Luke’s Medical Center		Phoenix, AZ		Lease		219
St. Luke’s Behavioral Health Center		Phoenix, AZ		Lease		124
Southwest General Hospital		San Antonio, TX		Lease		327
Wadley Regional Medical Center at Hope		Hope, AR		Lease		79
Tempe St. Luke’s Hospital		Tempe, AZ		Lease		87
St. Joseph Medical Center		Houston, TX		Lease		790
Mountain Point Medical Center		Lehi, UT		Lease		40
Total Licensed Beds						2,440

In addition, in conjunction with the real estate and mortgage loans transactions described above, a subsidiary of the Company’s operating partnership will also invest approximately $100 million in minority preferred interests of Steward. The Company will have no management authority or control of Steward except for certain protective rights consistent with a minority passive ownership interest, such as a limited right to approve certain extraordinary transactions.

Subject to customary closing conditions, the Company expects to consummate the transactions described above in the second half of 2017.

The Company intends to finance the transaction with all-debt financing, which may include borrowings under the Company’s revolving credit facility (of which approximately $1 billion is currently available), borrowings under a new fully committed $1.0 billion term loan facility with a term of up to two years, the issuance of unsecured debt securities, or a combination thereof.

Item 7.01. Regulation FD Disclosure.

On May 19, 2017, the Company issued a press release announcing the transactions with IASIS and Steward described above in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

In addition, in connection with the IASIS and Steward transaction described above in Item 1.01 of this Current Report on Form 8-K, the Company has prepared an investor presentation for use with analysts and investors beginning on May 19, 2017. A copy of this presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The presentation may also be viewed on the Company’s website at www.medicalpropertiestrust.com.

The information contained in this Item 7.01 and exhibits thereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise. The information in this Item 7.01, including the exhibits thereto and referenced materials posted to the Company’s website, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 19, 2017
99.2	Investor Presentation dated May 19, 2017

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

MEDICAL PROPERTIES TRUST, INC.
By:	/s/ R. Steven Hamner
Name:	R. Steven Hamner
Title:	Executive Vice President and Chief Financial Officer

Date: May 19, 2017

MPT OPERATING PARTNERSHIP, L.P.
By:	/s/ R. Steven Hamner
Name:	R. Steven Hamner
Title:	Executive Vice President and Chief Financial Officer of the sole member of the general partner of MPT Operating Partnership, L.P.

Date: May 19, 2017

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated May 19, 2017
99.2	Investor Presentation dated May 19, 2017

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EX-99.1

Exhibit 99.1

Contact: Tim Berryman

Director – Investor Relations

Medical Properties Trust, Inc.

(205) 969-3755

tberryman@medicalpropertiestrust.com

MEDICAL PROPERTIES TRUST, INC. TO INVEST $1.4 BILLION IN

TEN ACUTE CARE HOSPITALS AND ONE BEHAVIORAL HEALTH FACILITY

Acquisitions Immediately Accretive to Normalized FFO by Approximately $0.10 Per Share

Birmingham, AL – May 19, 2017 – Medical Properties Trust, Inc. (the “Company” or “MPT”) (NYSE: MPW) today announced that it has signed definitive agreements to acquire the real estate interests of ten acute care hospitals and one behavioral health facility currently operated by IASIS Healthcare (“IASIS”) and to be operated by Steward Health Care System LLC (“Steward”) when the transaction is completed. The $1.4 billion real estate transaction will be immediately accretive to normalized FFO per share by approximately $0.10 (and to net income by $0.05 per share) in 2018 assuming all debt financing. Steward and IASIS separately announced a simultaneous merger transaction, completion of which is a condition of MPT’s investment.

Benefits to MPT’s Portfolio

• Increases Critical Mass. This transaction increases MPT’s pro forma total gross assets by approximately 20% to almost $9 billion. Further, it adds 11 outstanding hospitals and over 2,400 beds to MPT’s portfolio, increasing the total number to 269 and 31,266, respectively.

• Attractive Markets. Community-focused hospitals clustered primarily within large metropolitan areas in high-growth urban and suburban markets in the states of Utah, Arizona, Texas and Arkansas offer suitable payor mixes.

• Increased Acute Care Percentage. Acute care hospitals increase to 72.5% of MPT’s total portfolio and 84.0% of the U.S. portfolio, an increase from 66.9% and 79.9%, respectively.

• Decreased LTACH Percentage. Long-term acute care hospitals decrease to 4.2% of MPT’s total portfolio and 5.0% of the U.S. portfolio, a decline from 5.0% and 6.3%, respectively.

• Single Largest Hospital Exposure. The largest hospital in MPT’s pro forma portfolio represents just 3.9% of MPT’s total real estate investments with this transaction.

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• Expands Steward Relationship. MPT expands its relationship with an innovative, forward-thinking operator in Steward, which will become the largest private, for-profit hospital operator in the United States. With this transaction, Steward will have nearly 7,500 patient beds in 36 hospitals across ten states. Steward’s integrated model, including 1,800 directly employed multi-specialty physicians and several thousand aligned physicians, shifts healthcare delivery to a more cost-effective, local coordinated approach emphasizing quality care and wellness. The merging of the managed care operations of Steward and IASIS will result in more than 1.1 million covered lives.

“We are very excited about this opportunity to grow with one of the top hospital operators in the country,” said Edward K. Aldag, Jr., MPT’s Chairman, President and Chief Executive Officer. “MPT has grown its assets by approximately 31 percent annually since 2013, compared to 15 percent for our healthcare REIT peers, and with this transaction, we eclipse our previous record 2016 acquisition total. This phenomenal growth, even as we sold almost $800 million of assets in the first half of 2016 to reduce leverage, has resulted in our normalized FFO per share growing over 10% annually compared to 6.7% for our peers for the period. Our dividend growth of 4% annually has also outperformed while our dividend payout ratio declined from 83% to 70% of normalized FFO.

“Steward has similarly achieved remarkable success in growing its company starting with the turnaround of a struggling not-for-profit hospital system in eastern Massachusetts. As Steward implemented its strategic plan to develop an integrated network with various access points along the healthcare continuum, the results were improved outcomes and reduced costs. The combined capabilities of Steward and IASIS will create the largest private for-profit hospital operator in the United States with projected revenues of almost $8 billion in 2018, the first full year of consolidated operations. Consolidation will continue in this dynamic healthcare environment and Steward is in a good position to capitalize on this trend,” added Aldag.

Transaction Summary

MPT’s interests in the hospitals to be acquired will be subject to a master lease and mortgage loan arrangements with cross default provisions and backed by a corporate guaranty. Nine hospitals will be purchased for $700 million and leased back to Steward under the master lease, which has an expiration date of October 31, 2031, and includes three five-year extension terms, resulting in a GAAP yield of 10.2%. The new mortgage loans, also aggregating $700 million, have the same contractual terms as the leases. Additionally, MPT is making an attractive $100 million preferred equity investment in Steward, which will provide low risk equity-like returns.

MPT’s pro forma investment of $3.3 billion in Steward real estate will include MPT’s existing investment in hospital real estate leased to IASIS, and generate approximately $298 million in annual revenue split 67% rental income and 33% interest income from mortgages. Expected 2018 EBITDAR rent and interest coverage for all Steward hospitals is 2.8 times.

The transaction is expected to close by September 30, 2017, subject to customary approvals and consents. MPT expects to finance the acquisitions with proceeds from a combination of a fully

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committed $1.0 billion term loan with a term up to two years, its revolving credit facility with present availability of approximately $1.0 billion and the possible issuance of long-term unsecured notes. The Company intends to maintain its prudent leverage position and does not expect net debt to adjusted EBITDA to exceed 5.7 times.

Investor Presentation

The Company has posted a presentation regarding the Steward transaction, including a reconciliation of pro forma FFO per diluted share to Net Income, the most comparable GAAP measure, on the Investor Relations page of the Company’s website, www.medicalpropertiestrust.com under Webcasts & Presentations.

Medical Properties Trust, Inc. is a Birmingham, Alabama based self-advised real estate investment trust formed to capitalize on the changing trends in healthcare delivery by acquiring and developing net-leased healthcare facilities. MPT’s financing model allows hospitals and other healthcare facilities to unlock the value of their underlying real estate in order to fund facility improvements, technology upgrades, staff additions and new construction. Facilities include acute care hospitals, inpatient rehabilitation hospitals, long-term acute care hospitals, and other medical and surgical facilities. For more information, please visit the Company’s website at www.medicalpropertiestrust.com.

The statements in this press release that are forward looking are based on current expectations and actual results or future events may differ materially. Words such as “expects,” “believes,” “anticipates,” “intends,” “will,” “should” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results of the Company or future events to differ materially from those expressed in or underlying such forward-looking statements, including without limitation: our ability to successfully consummate the Steward/IASIS transactions discussed in this press release; the satisfaction of all conditions to, and the timely closing (if at all) of pending transactions; net income per share; Normalized FFO per share; the amount of acquisitions of healthcare real estate, if any; results from the potential sales, if any, of assets; capital markets conditions; estimated leverage metrics; the repayment of debt arrangements; statements concerning the additional income to the Company as a result of ownership interests in certain hospital operations and the timing of such income; the payment of future dividends, if any; completion of additional debt arrangements, and additional investments; national and international economic, business, real estate and other market conditions; the competitive environment in which the Company operates; the execution of the Company’s business plan; financing risks; the Company’s ability to maintain its status as a REIT for income tax purposes; acquisition and development risks; potential environmental and other liabilities; and other factors affecting the real estate industry generally or healthcare real estate in particular. For further discussion of the factors that could affect outcomes, please refer to the “Risk factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and as updated by the Company’s subsequently filed Quarterly Reports on Form 10-Q and other SEC filings. Except as otherwise required by the federal securities laws, the Company undertakes no obligation to update the information in this press release.

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EX-99.2

MEDICAL PROPERTIES TRUST $1.4 BILLION HOSPITAL REAL ESTATE INVESTMENT AND LONG-TERM LEASE/LOAN TO STEWARD HEALTHCARE MAY 19, 2017 Exhibit 99.2

At the Very Heart of Healthcare

FORWARD-LOOKING STATEMENTS This presentation includes “forward-looking statements” within the meaning of securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “will”, “would”, “could”, “expect”, “intend”, “plan”, “aim”, “estimate”, “target”, “anticipate”, “believe”, “continue”, “objectives”, “outlook”, “guidance” or other similar words, and include statements regarding MPT’s plans, strategies, objectives, targets, future expansion and development activities and expected financial performance. These forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of MPT, and its officers, employees, agents or associates, such as: our ability to successfully consummate the Steward/IASIS transaction discussed in this presentation; national and local and foreign 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, including risks around the closing and/or timing of the close of Steward/IASIS transaction, 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 REIT for federal and state income tax purposes, our ability to attract and retain qualified personnel, federal and state healthcare and other regulatory requirements, U.S. national and local economic conditions, as well as conditions in foreign jurisdictions where we own healthcare facilities which may have a negative effect on the following, 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 debt financing on attractive terms or at all, which may adversely impact our ability to pursue acquisition and development opportunities and refinance existing debt 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 equity or debt financing secured by our properties or on an unsecured basis, and the factors referenced under the section captioned “Item 1.A Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2016 and in our Form 10-Q for the quarter ended March 31, 2017. Actual results, performance or achievements may vary materially from any projections and forward looking statements and the assumptions on which those statements are based. Readers are cautioned not to place undue reliance on forward-looking statements, and MPT disclaims any responsibility to update such information.

STEWARD/IASIS ACQUISITION Medical Properties Trust has entered into a definitive agreement to acquire the real estate interests of ten acute care hospitals and one behavioral health facility currently operated by IASIS Healthcare and to be operated by Steward Health Care $1.4 billion transaction $700 million sale leaseback $700 million mortgage investment $100 million minority preferred equity investment Acquisitions immediately accretive to Normalized FFO by approximately $0.10 per diluted share (and to net income by $0.05 per share) Steward will become the largest private for-profit hospital operator in the U.S. with almost $8 billion in projected 2018 revenues Steward is backed by Cerberus, a private equity firm with $30 billion under asset management Largest hospital in MPT’s pro forma portfolio represents less than 4% of MPT’s total real estate investments Greatly increases MPT’s tenant revenues driven by rapidly evolving “population health” strategies and begins to capitalize on the shift from fee-for-service to value-based reimbursement Provides future opportunities for continued growth with operators other than Steward Offers opportunities for synergies in major MPT markets including Texas, Arizona and Utah MPT operators highlighted in green. (1) Steward is shown pro forma for the IASIS transaction. Prime Healthcare Services is shown excluding Prime’s 12 not-for-profit foundation hospitals. Note: FFO accretion per diluted share has been reconciled to Net Income, the most comparable GAAP measure on page 15 in the appendix. Source: Becker’s Hospital Review, 1/13/2017, and company reports

TRANSACTION HIGHLIGHTS Strong FFO and coverage accretion Pro forma Steward portfolio totaling $3.3 billion: Generates approximately $298 million in annual revenues split 67% rental income and 33% interest income from mortgages Steward Health Care acquiring IASIS Healthcare operations New MPT $1.4 billion investment in IASIS real estate to be combined in master lease and mortgage loan agreements with MPT’s existing $1.5B Steward and $0.4B IASIS real estate Pre-equitized with recent $570 million offering Expect to finance acquisition with unsecured bonds and possibly joint venture capital MPT is at lowest leverage levels in more than five years at 4.5x Net Debt / EBITDA and pro forma leverage is estimated at between 5.2x to 5.7x Obtained a $1.0 billion commitment for a 2-year term loan as interim financing, if necessary Transaction is subject to regulatory approval and is expected to close by September 30, 2017 Strategies to mitigate operator concentration: Joint venture/co-investors in Steward assets Strong non-Steward pipeline <4% single property exposure

269 Properties 30 Operators 31,266 Beds 29 States Global Portfolio Mix – Countries U.S. Portfolio Mix – Property Type U.S. Portfolio Mix – States Operates in 14 German states Operates in 29 states domestically 5 Countries STRENGTHENED PORTFOLIO TX 14.2% MA 14.0% UT 11.5% CA 6.1% AZ 5.7% Non RE Assets 3.2% 24 Other U.S. States 28.0% General Acute Care 72.5% Inpatient Rehab 19.7% Long-Term Acute 4.2% Non RE Assets 3.6% General Acute Care 84.0% Inpatient Rehab 7.2% Long-Term Acute 5.0% Non RE Assets 3.8% Global Portfolio Mix – Property Type Non RE Assets 0.4% U.K., Spain & Italy 2.1% United States 82.7% Germany 14.8%

MPT TO MANAGE OPERATOR CONCENTRATION Continued non-Steward acquisitions ü Potential joint venture of existing Steward assets ü Joint venture of additional Steward investments ü Goal is to reduce to <25% ü MPT has a number of alternatives to manage the overall Steward concentration:

EXPECTED TOTAL STEWARD RENT COVERAGES 2018E RENT COVERAGES Existing Steward Pro Forma Steward 2016A 2017E 2018E 2019E 2.03x 2.08x 2.83x 3.26x

4Q16 Healthcare Facilities Net Debt / (EBITDA – NCI) STEWARD’S PRUDENT BALANCE SHEET Source: Company reports; Leerink Partners LLC Research Estimates Pro Forma YE 2018` ($mm) Pro Forma YE 12/31/18         Mortgage loans $1,434 Capital leases 75 ABL outstanding - Gross debt $1,509 Available cash (57) Net debt $1,452 Lease adjustment 1,264 Total adjusted net debt    $2,716 EBITDAR      $718 Lease coverage ratio      3.78x Lease adjustments SLB rent expense (base) $119 Additional from convert Ignite leases - Additional from convert SHC leases - Existing Ignite SLB rent 39 Total rent $158 Capitalization factor 8.0x Lease adjustment $1,264

ORIGINAL STEWARD TRANSACTION Total Investment $1.25 billion for 9(1) acute care hospital properties operated by Steward $600 million sale / leaseback in a Master Lease $600 million mortgages cross defaulted with Master Lease $50 million investment in operations for 4.9% of company Estimated lease / mortgage interest coverage of 2.4x Holy Family Hospital is comprised of two campuses that operate under one license. Original Steward 9 Facilities in MA Sale Leaseback terms: Master lease has expiration date of October 31, 2031, and includes 3 extension periods of 5 years each 10% plus GAAP yield Mortgage Terms: Cross defaulted mortgage loans have identical cash rates and includes CPI based escalations. Deal Terms

MPT / STEWARD ACQUISITION OF 8 CHS HOSPITALS Acquisition Investment $301 million sale/leaseback for 8 additional hospitals (including 7 acute care and 1 inpatient rehabilitation hospital) located in three markets Locations: (3) Ohio, (2) Pennsylvania & (3) Florida Original Steward 9 Facilities May 2017 Transaction 8 Facilities Sale Leaseback terms: Master lease has expiration date of October 31, 2031, and includes 3 extension periods of 5 years each 10% plus GAAP yield Deal Terms

MPT / STEWARD ACQUISITION OF IASIS HOSPITALS Acquisition Investment $1.4 billion for ten acute care hospitals and one behavioral health facility currently operated by IASIS and to be acquired by Steward Health Care System Locations: (4) Utah, (3) Arizona, (3) Texas & (1) Arkansas Pro forma Steward portfolio totaling $3.3 billion includes four hospitals currently leased by MPT to IASIS >60% of our investment in Steward’s hospitals are under a single master lease and annual revenues split 67% rental income and 33% interest income from mortgages Sale Leaseback terms: Master lease has expiration date of October 31, 2031, and includes 3 extension periods of 5 years each 10% plus GAAP yield Deal Terms

Appendix

ACQUISITION ADJUSTED EBITDA RECONCILIATION PRO FORMA NET DEBT / ANNUALIZED EBITDA (Unaudited) (Amounts in thousands) For the Three Months Ended March 31, 2017 Net income attributable to MPT common stockholders $ 67,970 Pro forma adjustments for capital transactions and acquisitions that occurred after the period ⁽ᴬ⁾ 48,660 Pro forma net income $ 116,630 Add back:   Interest expense 38,029 Debt refinancing costs 13,629 Depreciation and amortization 29,468 Stock-based compensation 1,971 Mid-quarter acquisitions / divestitures 385 Gain on sale of real estate and other asset dispositions, net (7,413) Acquisition expenses 2,767 Income tax expense 867 1Q 2017 Pro forma EBITDA $ 196,333 Annualization $ 785,332 Total debt $ 3,277,986 Pro forma changes to debt balance after March 31, 2017 (A) 1,384,000 Cash (A) (200,740) Net debt $ 4,461,246 Net debt / pro forma annualized EBITDA 5.7x (A) Reflects net proceeds from recent equity offering and impact from previously disclosed investments, including two RCCH facilities, two Alecto facilities, 8 Steward/CHS facilities, 14 facilities in Germany and the Steward/IASIS transaction.

NORMALIZED FFO TO NET INCOME RECONCILIATION MEDICAL PROPERTIES TRUST, INC. AND SUBSIDIARIES Estimated Annual Accretion (1) (Unaudited) Net income attributable to MPT common stockholders $ 0.05 Depreciation and amortization 0.04 Funds from operations - accretion $ 0.09 Acquisition expenses 0.01 Normalized funds from operations - accretion $ 0.10 (1) The accretion estimate is based on current expectations and actual results or future events may differ materially from those expressed in this table, which is a forward-looking statement within the meaning of the federal securities laws. Please refer to the forward-looking statement included in this press release and our filings with the Securities and Exchange Commission for a discussion of risk factors that affect our performance.

At the Very Heart of Healthcare