EPR Properties (NYSE:EPR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Agreement. |
On May23, 2017, EPR Properties (the Company) and certain of its
subsidiaries, as guarantors (the Guarantors), completed the
public offering of $450million aggregate principal amount of the
Companys 4.500% Senior Notes due 2027 (the Notes). The Notes have
been registered under the Securities Act of 1933, as amended (the
Securities Act), to the Companys shelf registration statement on
Form S-3 (File No.333-211812), as
supplemented by the prospectus supplement dated May16, 2017,
previously filed with the Securities and Exchange Commission
under the Securities Act.
The Notes were
issued (and the guarantees delivered) to an indenture, dated as
of May23, 2017 (the Indenture), among the Company, the Guarantors
and UMB Bank, n.a., as trustee (the Trustee).
The Notes are
senior unsecured obligations of the Company and are guaranteed
(the Guarantees) by each of its subsidiaries that guarantee the
Companys unsecured revolving credit facility, unsecured term loan
facility, 7.750% Senior Notes due 2020, 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 and
4.750% Senior Notes due 2026 (collectively, the Existing Notes).
The Notes and the Guarantees rank equal in right of payment with
all of the Companys and the Guarantors existing and future senior
indebtedness, including the Companys unsecured revolving credit
facility, unsecured term loan facility and the Existing Notes,
and rank senior in right of payment to any of the Companys and
the Guarantors existing and future indebtedness that is
subordinated to the Notes. The Notes are effectively subordinated
to all of the Companys and the Guarantors existing and future
secured indebtedness to the extent of the value of the collateral
securing such indebtedness. The Notes and the Guarantees are
structurally subordinated to all liabilities of any of the
Companys subsidiaries that do not guarantee the Notes.
The Notes accrue
interest at a rate of 4.500% per year from May23, 2017, payable
semi-annually in arrears, until maturity or earlier redemption.
The Company will pay interest on the Notes on June1 and December1
of each year, beginning December1, 2017, to holders of record on
the preceding May15 and November15, 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 June1, 2027 (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
March1, 2027 (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 Companys 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.
| Item2.03. |
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 2.03.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 4.1 |
Indenture, dated May 23, 2017, among EPR Properties, certain of its subsidiaries, as guarantors, and UMB Bank, n.a., as trustee. |
|
| 4.2 |
Form of 4.500% Senior Note due 2027 (included as Exhibit A to Exhibit 4.1 above). |
|
| 5.1 |
Opinion of Stinson Leonard Street as to the legality of the Notes. |
|
| 8.1 |
Opinion of Stinson Leonard Street regarding certain U.S. Federal Income Tax Matters in connection with the issuance of the Notes. |
|
| 23.1 |
Consent of Stinson Leonard Street LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1). |
|
| 23.2 |
Consent of Stinson Leonard Street LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1). |
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. EPR Properties (NYSE:EPR) Recent Trading Information
EPR Properties (NYSE:EPR) closed its last trading session down -0.23 at 70.87 with 449,601 shares trading hands.
