EPR Properties (NYSE:EPR) Files An 8-K Regulation FD Disclosure

Item7.01.

On May16, 2017, EPR Properties (the Company) will file with the
Securities and Exchange Commission (the SEC) a preliminary
prospectus supplement in connection with a proposed underwritten
public offering of a new series of its senior notes. The offering
is being made to a prospectus supplement and an accompanying
prospectus filed as part of an effective shelf registration
statement filed with the SEC on Form S-3.

The preliminary prospectus supplement includes a discussion of
the Companys recent developments and the proposed use of proceeds
of the offering as described below.

Recent Developments

Investments

As of May12, 2017, the Companys investment spending in its
operating segments since March31, 2017 totaled approximately
$787.7 million, and included investments in each of the following
three reportable operating segments.

Disposition of AMC Palm Promenade 24

Subsequent to March 31, 2017, the Company sold the AMC Palm
Promenade 24 property located in San Diego, California for net
proceeds of approximately $35.4 million and recognized a net gain
on sale of approximately $17.8 million.

Use of Proceeds

The preliminary prospectus supplement also discloses that the
Company intends to use the net proceeds from the offering to
repay the outstanding principal balance of the Companys unsecured
revolving credit facility (which had an outstanding balance of
approximately $375.0 million at May12, 2017) and the remaining
amount of net proceeds for general business purposes, which may
include funding the Companys ongoing pipeline of acquisition and
build-to-suit projects. Pending application of any portion of the
net proceeds from the offering to the uses described above, the
Company may invest such proceeds in interest-bearing accounts and
short-term interest-bearing securities which are consistent with
its qualification as a REIT under the Internal Revenue Code of
1986, as amended.

The Company is providing this Item8.01 disclosure for the purpose
of supplementing, with the additional risk factor set forth
below, the risk factor disclosure contained in the Companys
public filings, including those risk factors discussed in Item1A
under the heading Risk Factors in the Companys Annual Report on
Form 10-K for its fiscal year ended December31, 2016 (the Annual
Report). Other than the addition of the risk factor set forth
below, the disclosure under the heading Risk Factors in the
Annual Report remains applicable and unchanged as set forth
therein.

The Companys build-to-suit education tenants may not
achieve sufficient enrollment within expected timeframes and
therefore may not be able to pay their agreed upon rent, which
could adversely affect the Companys financial
results.

A significant portion of the Companys education investments
include investments in build-to-suit projects. When construction
is completed for these projects, tenants may require some period
of time to achieve full enrollment, and the Company may provide
them with lease terms that are more favorable to the tenant
during this timeframe. Tenants that fail to achieve sufficient
enrollment within expected timeframes may be unable to pay their
rent to the agreed upon lease terms or at all. If the Company is
required to restructure lease terms or take other action with
respect to the applicable property, its financial results may be
impacted by lower lease revenues, recording an impairment loss,
writing off rental amounts or otherwise.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING

STATEMENTS

THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL
SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANYS PLANNED
ISSUANCE OF THE SENIOR NOTES AND ITS INTENDED USE OF THE
PROCEEDS. THESE FORWARD-LOOKING STATEMENTS ARE BASED UPON THE
COMPANYS PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY
NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
CONTAINED IN OR IMPLIED BY THE COMPANYS FORWARD-LOOKING
STATEMENTS AS A RESULT OF VARIOUS FACTORS. YOU SHOULD NOT PLACE
UNDUE RELIANCE UPON FORWARD-LOOKING STATEMENTS.

The information in this Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of any offer to
buy nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.

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 00.00 at 70.38 with 632,800 shares trading hands.