EPR Properties (NYSE:EPR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On April16, 2018, EPR Properties (the “Company”) completed the public offering of $400million aggregate principal amount of the Company’s 4.950% Senior Notes due 2028 (the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s shelf registration statement on Form S-3 (File No.333-211812), as supplemented by the prospectus supplement dated April9, 2018, previously filed with the Securities and Exchange Commission under the Securities Act.
The Notes were issued to an indenture, dated as of April16, 2018 (the “Indenture”), between the Company and UMB Bank, n.a., as trustee (the “Trustee”).
The Notes are senior unsecured obligations of the Company. The Notes rank equal in right of payment with all of the Company’s existing and future senior indebtedness, including the Company’s unsecured revolving credit facility, unsecured term loan facility, 5.750% Senior Notes due 2022, 5.250% Senior Notes due 2023, 4.350% Senior Notes due 2024, 4.500% Senior Notes due 2025, 4.560% Senior Notes due 2026, 4.750% Senior Notes due 2026 and 4.500% Senior Notes due 2027, and rank senior in right of payment to any of the Company’s existing and future indebtedness that is subordinated to the Notes. The Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The Notes are structurally subordinated to all liabilities of any of the Company’s subsidiaries. None of the Company’s subsidiaries will initially guarantee the Notes. However, certain of the Company’s domestic subsidiaries will be obligated to guarantee the Notes under certain circumstances as further described in the Indenture.
The Notes accrue interest at a rate of 4.950% per year from April16, 2018, payable semi-annually in arrears, until maturity or earlier redemption. The Company will pay interest on the Notes on April15 and October15 of each year, beginning October15, 2018, to holders of record on the preceding April1 and October1, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Notes will mature on April15, 2028 (the “Maturity Date”), unless earlier redeemed by the Company at its option.
The Company may redeem some or all of the Notes at a redemption price equal to 50% of the principal amount of the Notes, plus accrued and unpaid interest, up to, but excluding, the applicable redemption date, plus a make-whole premium. If the Notes are redeemed on or after January15, 2028 (three months prior to the Maturity Date), the redemption price will be 50% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, up to, but excluding, the redemption date.
The Company and its restricted subsidiaries are subject to certain negative covenants under the Indenture. The provisions of the Indenture limit the Company’s and its restricted subsidiaries’ ability to, among other things, (i)incur additional indebtedness and (ii)consolidate, merge or transfer substantially all of their assets. The Company and its restricted subsidiaries must also maintain total unencumbered assets of at least 150% of their unsecured debt.
The Indenture also contains customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding Notes may declare all of the Notes due and payable immediately.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included under Item 1.01 hereof is incorporated by reference in this Item 1.01.
| Item 1.01. | Financial Statements and Exhibits. |
EPR PROPERTIES ExhibitEX-4.1 2 d545130dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EPR Properties INDENTURE Dated as of April 16,…To view the full exhibit click here
About EPR Properties (NYSE:EPR)
EPR Properties (EPR) is a self-administered real estate investment trust (REIT). The Company’s investment portfolio includes entertainment, education and recreation properties. The Company operates in four segments: Entertainment, Education, Recreation and Other. The Company’s Entertainment segment consists of investments in megaplex theatres, entertainment retail centers, family entertainment centers and other retail parcels. The Company’s Education segment consists of investments in public charter schools, early education centers and K-12 private schools. The Company’s Recreation segment consists of investments in metro ski parks, resorts, waterparks and golf entertainment complexes. The Company’s other segment consists of construction in progress and land held for development of the casino, golf course, entertainment village and infrastructure related to the Adelaar casino and resort project in Sullivan County, New York.
