Good day, and welcome to the Medical Properties Trust Second Quarter 2024 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] Please note, today's 60-minute call is being recorded. I would now like to turn the conference over to Charles Lambert. Please go ahead.

Thank you, and good morning. Welcome to the Medical Properties Trust conference call to discuss our second quarter 2024 financial results. With me today are Edward K. Aldag, Jr., Chairman, President and Chief Executive Officer of the Company; Steven Hamner, Executive Vice President and Chief Financial Officer; Kevin Hanna, Senior Vice President, Controller and Chief Accounting Officer; and Rosa Hooper, Senior Vice President of Operations and Secretary. Our press release was distributed this morning and furnished on Form 8-K with the Securities and Exchange Commission. If you did not receive a copy, it is available on our website at medicalpropertiestrust.com in the Investor Relations section. Additionally, we're hosting a live webcast of today's call, which you can access in that same section. During the course of this call, we will make projections and certain other statements that may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause our financial results and future events to differ materially from those expressed in or underlying such forward-looking statements. We refer you to the Company's reports filed with the Securities and Exchange Commission for a discussion of the factors that could cause the Company's actual results or future events to differ materially from those expressed in this call. The information being provided today is as of this date only, and except as required by the federal securities laws, the Company does not undertake a duty to update any such information. In addition, during the course of the conference call, we will describe certain non-GAAP financial measures, which should be considered in addition to and not in lieu of comparable GAAP financial measures. Please note that in our press release, Medical Properties Trust has reconciled all non-GAAP financial measures to the most directly comparable GAAP measures in accordance with Reg G requirements. You can also refer to our website at medicalpropertiestrust.com for the most directly comparable financial measures and related reconciliations. I will now turn the call over to our Chief Executive Officer, Ed Aldag.

Thank you, Charles, and thanks to all of you for joining us this morning on our second quarter 2024 earnings call. I'm pleased to be joined again today by Steven Hamner, Kevin Hanna and Rosa Hooper. Also joining the call for Q&A this morning is Jason Frey. Jason has been with the MPT for 15 years and was recently named Managing Director of Asset Management and Underwriting. During the quarter, we continued to see positive trends across our global portfolio of hospital real estate, consistent with what's been reported by large public operators, admissions and surgical volumes are increasing year-over-year, and the overall financial health of our hospitals is improving. Before Rosa discusses these portfolio trends in more detail, I would like to spend a few minutes providing an update on our capital allocation strategy as well as Steward Healthcare's ongoing Chapter 11 restructuring process. Beginning with our strategy. We indicated last quarter that we were on track to exceed our initial $2 billion target for additional liquidity in 2024. We have successfully carried the momentum forward, executing several additional transactions at attractive valuations, including the July sale of freestanding emergency department facilities as well as one general acute care hospital in Arizona to Dignity Health for approximately $160 million or an implied cap rate of less than 7.5%. As a result, we have generated $2.5 billion in total liquidity to date and repaid all debt scheduled to mature in 2024. We remain focused on accelerating debt paydown and have several available levers to create additional liquidity, comfortably satisfying our expected maturities in 2025 and beyond. Turning to Steward. This is understandably a complicated restructuring process involving several interested stakeholders with competing priorities. The Massachusetts market has received the most public attention to date, which is particularly unfortunate as the…

Thank you, Ed. As usual, I will take you through some of the highlights across our diverse portfolio of critical hospital real estate, beginning with a few high-level comments. As Ed mentioned, operators across our portfolio are reporting positive volume and EBITDARM coverage trends. General acute and behavioral health facilities which represent approximately 75% of our total assets reported particularly notable improvements. The post-acute segment, which includes our inpatient rehabilitation and LTACH portfolios remained flat. In the U.K. and Continental Europe, we continue to benefit from increased demand for private hospitals, an unmistakable trend over the past few years. For example, the private health care information network in the U.K. recently reported a 7% year-over-year increase in incidence of patients choosing private treatment options in 2023, and the head of the NHS is reportedly urging the U.K. administration to allow for more collaboration with the private sector in order to alleviate NHS backlogs. Circle Health, which was recently recognized by health investors as Private Hospital Group of the Year for the fourth consecutive year is clearly well positioned to capitalize on this trend and continues to deliver steady financial performance. During the second quarter, we announced the successful completion of approximately $800 million of new nonrecourse, non-amortizing secured financing backed by some of our U.K. assets operated by Circle further demonstrating the tremendous value embedded in our U.K. portfolio. Also in the U.K. Priory, which is the largest independent mental health care provider in the country and which consistently delivers more than 2x coverage continues to take action to innovate in this space and position itself to most efficiently service the heightened demand it continues to see. To that end, they are in the second year of implementing the Priory plan a comprehensive strategy for quality improvement through focusing on…

Thank you, Rosa. This morning, we reported a GAAP net loss of $0.54 per share and normalized FFO of $0.23 per share for the second quarter of 2024. As mentioned in our earnings release, second quarter results included approximately $19 million of consolidated cash revenue from Steward and $22 million from Prospect. It is worth noting that Steward additionally continued to make full payment as it relates to the Massachusetts partnership portfolio, about $14 million in the second quarter, representing MPT share. Subsequent to quarter end, Steward has paid for the month of July, approximately $10 million in consolidated rent and $9.5 million of consolidated rent, of which our share is 50%. With regard to G&A, the increase from the first quarter is due to the timing of stock award grants resulting in only a partial quarter of expense in Q1, excluding stock compensation expense, G&A is flat with the quarter and lower than the 2023 second quarter. I will point out that the majority of this non-cash share-based compensation expense is related to performance-based awards that will not pay out unless our share price appreciates substantially from the price on the date of the award and as of today. In April, we formed a new joint venture with a leading investment firm involving our eight hospitals in the Salt Lake City area operated by CommonSpirit. We hold an equity investment of approximately $100 million, representing our 25% share of the JV. I will also point out that we will record our share of the JV earnings on a quarterly lag basis. With the first quarter of reporting being the third quarter of 2024. Approximately $550 million in non-cash impairment charges were recorded in the quarter, primarily related to the full impairment of our equity stake in the Massachusetts partnership with Macquarie. These charges were estimated and recorded pursuant to U.S. GAAP accounting rules and reflect conservative assumptions regarding potential recovery. We currently have approximately $440 million of secured non-real estate investments in Steward and $2.3 billion in real estate that is expected to be re-leased or sold as part of the ongoing bankruptcy process. We believe these investments are fully recoverable at this time. However, no assurances can be given that we will not have any additional impairments in future periods. I will note a couple of other adjustments to normalized FFO. First, we adjusted downward by approximately $163 million the book value of our investment in PHP Holdings based on the latest third-party independent appraisal. It is important to note, however, that this adjustment does not necessarily reflect the ultimate sales price that prospects expect to obtain from any prospective purchasers. Second, we recorded a small favorable adjustment related to the fair value of marketable securities such as our shares of EBIT. With that, I will turn it over to Steve for a discussion of liquidity and our overall capital allocation strategy. Steve?

Thank you, Kevin. On our last quarterly update call, we expressed our belief that we would exceed our $2 billion full year monetization target. And as Ed just pointed out, we have now executed more than $2.5 billion in year-to-date transactions. Very importantly, virtually all of these, a total of roughly 50 hospital facilities in five major transactions have been executed at very attractive valuations, whether that's based on capitalization rate, IRRs to us, real estate replacement cost, our initial investment and almost any other valuation metric, particularly in light of the diminished values that other real estate categories have suffered during the same period. These transactions have provided liquidity that we have used to pay down $1.5 billion of debt in the second quarter, enabling us to fully pay all 2024 maturities and address all of our 2025 scheduled maturities. As a result of our success executing this liquidity strategy, we received overwhelming support from our bank lenders to adjust our revolving credit agreement to provide a long runway in covenant cushion as Steward continues to pursue the sale and re-tenanting of its hospital operations. There is long-term value in the majority of our hospital real estate currently leased to Steward, and we expect to retain that value as we replace Steward with new tenants or sell assets to quality operators through the court supervised restructuring process. We appreciate our lenders' recognition that we do not control the timing of this process, and the additional flexibility afforded by this covenant cushion during the restructuring process. We filed an 8-K this morning that describes key provisions of the amendment, so I will only briefly summarize a few points. First, on last quarter's call, we discussed the temporary waiver of the loan provision that limited the value of certain assets leased…

[Operator Instructions] And the first question will be from Austin Wurschmidt from KeyBanc Capital Markets. Please go ahead.

Ed, you expand on your comments about expecting positive results in the Steward from re-leasing the Steward assets? And just give us a sense how those negotiations are going, comparing kind of the in-place contractual rent today with Steward versus what you expect to achieve, and then also share what percent of the facilities leased to Steward currently have an operator lined up to take over operations at the appropriate time.

So, Austin, I absolutely would love to, but we're under a court confidentially -- confidential order as are all of the other participants in this bankruptcy process. And other than my prepared remarks, that's all I can say at the moment.

Is there anything that you're able to share about percent of assets that you would expect to sell out of the $2.3 billion of total real estate investments?

All I can say is that there will be a combination of sales and re-tenanting.

Okay. Got it. And then how should we think about what the quarterly cash rent and interest payment from Steward should be for the third quarter?

Austin, Steve here. Again, it's something that is moving rapidly, literally day-to-day in the bankruptcy procedures, and we simply don't have the visibility into the evolution of either assets sold or re-tenanted and if re-tenanted what the cash lease rate will be, if there's any deferral, if there's any ramp-up. So, we simply don't have the confidence to give any precision to a prediction.

And our next question is from Joshua Dennerlein from Bank of America. Please go ahead.

I guess just thinking through like the lease rejection in Steward Mass portfolio. Just like how do we get comfortable that, that wouldn't happen across the rest of the Steward assets or maybe just even the broader portfolio, if there are other [BKs] just seems like it might be like one of the easier parts of the capital structure you could like adjust or kind of wipe out if you can't flex. I'm assuming it's hard to flex labor cost for hospitals. So just kind of how can we get comfortable that, that might not happen?

So, I'll just point out, Josh, and thanks for the question, that Massachusetts is different than everything else just by virtue of its structure, including it's a joint venture that we have with Macquarie. You all know that. And very importantly, they're secured nonrecourse financing on those assets and that limits, of course, the true equity value is not necessarily nearly as much as the gross value of the assets. And then finally, again, within the constraints that Ed just described about confidentiality and mediation and so forth. We did believe there were alternatives to closing certain hospitals, and we just weren't able to work through the regulatory constraints to achieve what we thought was probably higher value.

Okay. And then on the -- Ed, you mentioned mass situation is causing some like noise with like potential buyers. What is it that like maybe scoop down and like what are they waiting for to kind of maybe come back and look at -- relook at some of the assets.

Josh, maybe you misunderstood me, but that was only in regard to Massachusetts.

Okay. Okay. That's fair.

And the next question will be from Vikram Malhotra from Mizuho. Please go ahead.

I guess you've talked -- you've given us some thoughts around Steward. The rest of the portfolio, given sort of where I guess, coming close to an election, there may be more changes on the regulatory front towards hospitals, payments. I'm just wondering, are you able to sort of maybe give us some color on any of the other tenants that may be sort of close to kind of one-times or anything that you may be monitoring from a watch list perspective, just as we model kind of the second half into '25?

So, Vikram, it really only remains the one tenant that we talked about in the last quarter, which represents around 1% of our total portfolio. From our standpoint, the properties that we have with them continue to perform okay. They have some properties that are not associated with MPT, that they're in the process of selling. And other than that, there really aren't any issues in the portfolio.

Okay. That makes sense. And then just on the CapEx side, I think it was about $100 million. I'm just wondering and maybe that was also development. I'm just wondering like on a go-forward basis, second half and maybe if you can give some color or thoughts into '25, how do you anticipate that CapEx, both maintenance as well as development CapEx trending into next year?

So, the vast majority of that continues to be the two facilities that we have under development related to Steward, one in Norwood and one in Texas in Texarkana. You may have seen in Massachusetts that the Supreme Court ruled favorably on the definition of the storm damage there in Massachusetts. So, we expect to have additional insurance relief there. We continue to have good interest in both of those facilities on a go-forward basis and believe that that they will be completed and released to someone other than Steward.

And the next question is from Michael Carroll from RBC. Please go ahead.

Just following up on your last comment regarding the Norwood Hospital, Ed. I guess those insurance proceeds, I know it's been kind of stuck in court for some time now. I mean do you need to go through the appeal process? I guess what's the timing of that happening? And is there a potential of a settlement occurring where you can get those proceeds sooner?

So, you're right, we do have to go back to the lower court. The Supreme Court ruled in our favor on the definition of the storm damage, and I am not going to try to make a guess on what the next timing will be. It was a very favorable ruling for us.

Okay. Great. And then just wanted to touch on the credit facility amendment. In the 8-K, you mentioned that MPW is required to repay outstanding amounts from certain proceeds from asset sales and debt transactions. I mean, what does that mean? I mean if you have a big asset sale, does 100% of those proceeds need to go pay down that credit facility? And can you pull on that credit facility right now? Is there any limitations on you pulling additional funds from the available -- from the availability under the facility?

No. We have access to the facility. And what -- your initial question, a certain percentage. And I think it's public in the document we'll file is 50% of net cash proceeds from certain future asset sales initially, you're targeted to pay down. You may recall, we have a sterling-based term loan that's due in January. So that will be prepaid with any additional property sale cash proceeds.

But you don't lose the capacity once you pay down the availability?

On the line, that's correct. Yes. The -- just to be clear, paying down the Sterling term loan, that's permanent because that matures in January '25. But paying down on the line, we have full access to redraw under the line.

And the next question is from Mike Mueller from JPMorgan. Please go ahead.

Since it seems like you can't talk about the go-forward mix of sales versus releasing for Steward, can you remind us, like at the beginning of this, what was the total investment when Steward filed? What have you addressed of that investment amount so far? And what you have definitively locked up? And I guess, including the givebacks as well?

Well, Mike, the only thing that's definitively complete as you point, and it is not even definitively complete. We do expect that we'll relinquish our interest in Massachusetts, but even that is not subject to definitive agreement yet.

Okay. Got it. So, it's basically that. And then second question, any update you can give us on, I guess, with prospect, the Yale sale back and forth? And anything on the monetization timing for the managed care business?

So, on the Connecticut Yale sell, we don't have any update, not going to make any guesses. I think it was roughly a year ago this time that I quit trying to guess what the timing of that situation was going to be. On the PHP sales, I believe they are expecting final bids this month, and then we'll pick a winner and move forward to closing.

And the next question is from Michael Lewis with Truist Securities. Please go ahead.

Ed and Steve, you both talked about the options available to you for refinancing debt or adjusting debt over the next several years. I see about $3 billion total in '25 and '26 at 2.8% interest rate. Should we assume that most of that will be addressed through property sales? Or what are kind of those other options that you've been exploring or that you alluded to?

Well, the options are existing liquidity. We've talked about that, further asset sales, if necessary, although we have nothing to discuss or announce at this point. At some point, we do expect to be able to refinance, and the normal conventional refinancing replacement as we get through the uncertainty of the Steward situation.

Do you think property level debt or maybe it's too early. You don't know what the public market...

We have no further plans for that. We certainly have capacity. You saw what we were able to achieve on the Circle assets, a sub-7% fixed 10-year non-amortizing loan at more of that is available but that's not our number one or number two or probably even number three priority. We'd like to come out of this after resolving Steward, remaining an unsecured borrower. But those values certainly are available. I guess that's the point I would reiterate. We have a number of levers that we've already pulled exceeding ours and, frankly, anybody's expectations in frankly, six months, more of those levers are available. But we also believe that we'll be able to address '26 and beyond maturities with more conventional means.

Okay. Understood. And then my second question, just on the liquidity transactions you've already done, the $2.5 billion plus. What -- is the quality and the yield of those assets kind of representative of the rest of the portfolio? And I'm thinking a little about if the sales are strengthening or weakening the overall risk and growth profile of the portfolio.

No, I don't think so. And I think if you look back across -- going all the way back into early 2023, which would include the Australian transaction. We've sold assets across the globe, across our property type spectrum, across the operator type and gotten a very, very good sample of the overall portfolio. And as I pointed out earlier, in every situation in every one of those transactions, we've achieved very, very strong valuation. And I don't think, in fact, I feel confident that we haven't diminished the overall quality of the remaining portfolio. That was really the point of my comment that if we need to, if strategically, we decide to sell more. We think we have a very, very strong portfolio that would achieve similar valuation. I think that was the point of your question.

And the next question is from Omotayo Okusanya from Deutsche Bank. Please go ahead.

I just wanted to clarify on the dividend. Is the way it's going to work going forward is it's going to be $0.08 per quarter cash and that's going to be the number, unless, of course, you need to meet your norm dividend requirements. And then if there's any increment that has to get paid out then that gets paid out in some of the alternative forms such as stock or something of that nature. Is that the way we should be thinking about it?

No, I don't think so, Tayo, because the dividend -- the next dividend hasn't been set, it will be said in the ordinary course. All we're saying is, obviously, we have to pay a dividend. We will maintain our REIT status. I think that goes without tag. And of that of that dividend, whatever and whenever it may be determined only up to $0.08 a share per quarter can be in cash.

For clarification. And then one other question I wanted to ask is just in regards to Steward and assets that may be transitioned to other operators. How does it work or could you just walk us through how exactly would it work, if Steward again, reject the lease between that period of them rejecting the lease and when you get a new operator in there. So, I think you might be going through that at North Shore ready in Florida?

So Tayo, let me remind everyone that the remaining properties are all under one master lease. So, for the first Steward to reject that lease, they would have to reject them all. These are very valuable properties, not just for us but for Steward as well.

And ladies and gentlemen, this concludes today's question-and-answer session. I would like to turn the conference back over to Ed Aldag for any closing remarks.

Thank you, Chad. And again, I appreciate everyone being on today's call. I wish we could have given you more detailed information on the Steward bankruptcy. But I do want you to listen to what I said in my prepared remarks, we feel very good about where we are and look forward to getting this resolved sooner rather than later.

Thank you, sir. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.