EPR Properties (NYSE:EPR) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03.
| • | following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE MKT or the NASDAQ Stock Market or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or the NASDAQ Stock Market. |
The “Change of Control Conversion Date” will be the date the Series G Preferred Shares are to be converted, which will be a business day selected by the Company that is no fewer than 20 days nor more than 35 days after the date on which the Company provides the notice of occurrence of a Change of Control to the holders of Series G Preferred Shares.
The “Common Share Price” will be: (i)the amount of cash consideration per common share, if the consideration to be received in the Change of Control by the holders of the Company’s common shares is solely cash; and (ii)the average of the closing prices for the Company’s common shares on the NYSE for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by the holders of the Company’s common shares is other than solely cash.
The foregoing is a summary of material terms of the Series G Preferred Shares and does not purport to be complete. This summary is subject to, and is qualified in its entirety by, reference to all of the terms and conditions of the Series G Preferred Shares in the related Articles Supplementary and in the Declaration of Trust. The Articles Supplementary are attached as Exhibit 3.1 hereto, and are incorporated herein by reference. A form of the Series G Preferred Shares Certificate is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
| Item 3.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November30, 2017, the Company filed the Articles Supplementary with the Maryland Department of Assessments and Taxation designating the powers, preferences and rights of the Series G Preferred Shares. A summary description of the powers, preferences and rights of the Series G Preferred Shares is disclosed in Item 3.03 of this Current Report. The Articles Supplementary are attached as Exhibit 3.1 hereto, and are incorporated herein by reference. A form of the Series G Preferred Shares Certificate is attached as Exhibit 4.1 hereto, and is incorporated herein by reference.
On November30, 2017, the Company entered into an Ownership Limit Waiver Agreement (the “Waiver Agreement”) with Cohen& Steers Capital Management, Inc. (“Cohen”) in connection with the public offering of the Series G Preferred Shares referenced in Item 3.03 above. The Waiver Agreement, authorized by the Company’s Board of Trustees, waives the ownership limit set forth in the Declaration of Trust to permit Cohen, on behalf of certain other funds and client accounts, to acquire up to an aggregate of 25% (but not more than 25%), as determined by reference to liquidation value, of the issued and outstanding Series G Preferred Shares. The Company conditioned the waiver upon the receipt of certain undertakings and representations from Cohen, which the Company deemed reasonably necessary in order to determine that the waiver did not adversely affect the Company’s qualification as a real estate investment trust.
The foregoing description of the Waiver Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Waiver Agreement, which is attached as Exhibit 4.2 hereto, and is incorporated herein by reference.
| Item 3.03 | Financial Statements and Exhibits. |
EPR PROPERTIES ExhibitEX-3.1 2 d502953dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 EPR PROPERTIES ARTICLES SUPPLEMENTARY 5.750% SERIES G CUMULATIVE REDEEMABLE PREFERRED SHARES $0.01 PAR VALUE PER SHARE EPR PROPERTIES,…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.
