Item 8.01. Other Events

On January 6, 2021, the Company and its operating partnership, MPT Operating Partnership, L.P., entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters an aggregate of 32,000,000 shares of common stock, par value $0.001 per share, of the Company, at a public offering price of $20.05 per share. The Company also granted the Underwriters a 30-day option to purchase up to 4,800,000 additional shares at the public offering price, which the Underwriters exercised in full on January 7, 2021.

The offering of common stock closed on January 11, 2021, resulting in net proceeds to the Company of approximately $711.0 million, after deducting discounts and commissions and estimated offering expenses.

The offering and sale of the shares of common stock were made pursuant to a preliminary prospectus supplement and a final prospectus supplement related to the Company's effective shelf registration statement on Form S-3 (File No. 333-229103), each of which has been filed with the Securities and Exchange Commission.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company and the operating partnership. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the common stock.

The foregoing is a summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Company's securities, including, without limitation, those securities proposed to be offered and sold pursuant to the preliminary prospectus and registration statement described above.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.




Exhibit No.                                  Description

1.1                 Underwriting Agreement, dated January 6, 2021, among the
                  Company and MPT Operating Partnership, L.P. and Goldman Sachs &
                  Co. LLC, BofA Securities, Inc., and J.P. Morgan Securities LLC,
                  as representatives of the several underwriters named therein

5.1                 Opinion of Goodwin Procter LLP regarding the legality of common
                  stock offered

8.1                 Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
                  with respect to certain tax matters

23.1                Consent of Goodwin Procter LLP (included in Exhibit 5.1)

23.2                Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C.
                  (included in Exhibit 8.1)

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses