EPR PROPERTIES — Capital/Financing Update 2016

Dec 9, 2016

8-K 1 d311893d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2016

EPR Properties

(Exact name of registrant as specified in its charter)

Maryland	001-13561	43-1790877
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

(Address of principal executive office)(Zip Code)

(816) 472-1700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Agreement.

On December 7, 2016, EPR Properties (the “ Company ”) and certain of its subsidiaries, as guarantors, entered into an underwriting agreement (the “ Underwriting Agreement ”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, for themselves and as representatives of the several underwriters named therein, in connection with the Company’s issuance and sale of $450,000,000 aggregate principal amount of 4.750% Senior Notes due 2026. The Company has filed a prospectus supplement in connection with the offering, dated December 7, 2016, and filed with the Securities and Exchange Commission on December 8, 2016.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 , and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Number	Description
1.1	Underwriting Agreement, dated December 7, 2016, by and among EPR Properties, certain of its subsidiaries and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, for themselves and as
representatives of the several underwriters named therein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

EPR PROPERTIES
By:	/s/ Mark A. Peterson
Name:	Mark A. Peterson
Title:	Executive Vice President, Chief Financial Officer and Treasurer

Date: December 9, 2016

INDEX TO EXHIBITS

Exhibit	Description
1.1	Underwriting Agreement, dated December 7, 2016, by and among EPR Properties, certain of its subsidiaries and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, for themselves and as
representatives of the several underwriters named therein.