The consummation of the transaction is subject to customary closing conditions, as well as the ability to source nonrecourse secured debt financing for the transaction. MPT cannot give assurances that the transactions will be successfully consummated as described above or at all.

UPDATED OUTLOOK

Based on year-to-date transactions, along with an assumed capital structure pro forma for completion of the partnership with Macquarie Asset Management and no additional debt or equity transactions (resulting in a net debt-to-EBITDA ratio of approximately 6.0x), MPT expects an annual run-rate of $1.16 to $1.20 per diluted share for net income and $1.81 to $1.85 per diluted share for Normalized Funds from Operations ("NFFO"). Included in the annual run-rate estimate, but not included in annualized actual results for the second quarter of 2021, are timing adjustments related to investment and capital markets transactions closed during the second quarter, the annualized difference between the 8.6% Priory GAAP lease rate and the loan interest rate effective for most of the second quarter, the combined impact of MPT’s binding agreements to execute the partnership, the acquisition of five hospitals in South Florida to be operated by Steward, the Springstone behavioral health investment, and the aggregate future earnings contribution from two hospitals under development and various expansion projects where rent has not yet commenced. While interest income from the £250 million non-real estate acquisition loan related to the Priory transaction was included in second quarter actual results, it is not included in annual run-rate guidance due to its temporary nature.
These estimates do not include the effects, if any, of unexpected real estate operating costs, changes in accounting pronouncements, litigation costs, debt refinancing costs, acquisition costs, currency exchange rate movements, changes in income tax rates or estimates, interest rate hedging activities, write-offs of straight-line rent or other non-recurring or unplanned transactions. Moreover, these estimates do not provide for the impact on MPT or its tenants and borrowers from the global COVID-19 pandemic. These estimates may change if the Company acquires or sells assets in amounts that are different from estimates, market interest rates change, debt is refinanced, new shares are issued, additional debt is incurred, other operating expenses vary, income from equity investments vary from expectations, or existing leases or loans do not perform in accordance with their terms.

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