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Monday, October 14, 2024

Medical Properties Trust: Findings of Independent Investigation Refute Short-seller Allegations

 Independent Members of MPT’s Board of Directors Stand Firmly Behind Management

The independent members of the Board of Directors of Medical Properties Trust, Inc. (the "Company" or "MPT") (NYSE: MPW) today released a letter to shareholders regarding the findings of an independent, forensic investigation into short-seller allegations, including with respect to transactions between the Company and Steward Healthcare ("Steward"). The Board’s Audit Committee engaged Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton") to conduct this investigation, which was completed in February 2023.

The full text of the letter is included below.

Dear fellow shareholder,

Over much of the past two years, Medical Properties Trust has been the target of considerable scrutiny from short-selling hedge funds as well as certain media outlets. As fiduciaries for our shareholders, the Board treats these matters with the utmost seriousness.

In response to certain claims asserted by Viceroy Research, the Board’s Audit Committee engaged Wachtell Lipton in early 2023 to conduct an independent investigation into the short-seller allegations, including with respect to MPT transactions involving Steward Healthcare beginning in 2016. Wachtell Lipton in turn retained a leading global consulting firm to assist with financial forensics as part of this investigation. No limitations or restrictions were placed on the scope of the investigation and management cooperation with the investigation was exemplary.

As has been previously reported, in March 2023 MPT filed suit against Viceroy for defamation, civil conspiracy, and tortious interference (among other claims). Due to the active and sensitive nature of this litigation, our Board kept the investigation findings confidential at that time. However, as the OCCRP and Boston Globe resurfaced many of those same allegations in their respective stories published on October 9, 2024, we believe it is now critically important for all investors to have access to this information.


The key findings from the investigation are as follows:

  1. The investigation identified no evidence that MPT gratuitously overpays its operator-tenants for real estate.

  2. The investigation identified no evidence of improper round-tripping.

  3. The investigation found no evidence of improper recognition of "uncollectable" rent through GAAP-mandated straight-line revenue recognition. The investigation also found no evidence to substantiate the allegation that MPT was required to consolidate Steward’s financial results.

  4. The investigation concluded that neither Manolete Health nor MPT has an ownership interest in any Malta property or hospital.

  5. The investigation yielded no evidence that management manipulated acquisitions or other metrics to meet compensation targets.

  6. The investigation yielded no evidence of concerns regarding management integrity.

  7. Our Board continues to stand firmly behind our management team.

    During Steward’s lengthy bankruptcy process, MPT’s team worked tirelessly to avoid hospital closures, protect jobs, and ensure continuity of care for patients. Our recently announced global settlement agreement with Steward and its creditors, which was approved by the bankruptcy court in September 2024, enabled MPT to take back control of its real estate, immediately transition operations to quality replacement operators, and sever its relationship with Steward.

    With Steward’s removal from our portfolio, we look forward to demonstrating the strength and resilience of MPT’s diversified portfolio of hospital real estate, our ability to create value for shareholders over the long-term, and the importance of our business model to an industry in dire need for more capital solutions.

    Sincerely,

    Michael G. Stewart, Lead Independent Director
    G. Steven Dawson, Independent Director
    Caterina A. Mozingo, Independent Director
    Emily W. Murphy, Independent Director
    Elizabeth N. Pitman, Independent Director
    D. Paul Sparks, Jr., Independent Director
    G. Reynolds Thompson, III, Independent Director


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