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): October 17, 2013
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 8.01. | Other Events. |
On October 17, 2013, EPR Properties (the “Company”) issued a press release announcing that it had commenced an underwritten public offering of 3,000,000 of its common shares. The Company’s press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
In addition, the Company’s investment spending in its operating segments since June 30, 2013 totals approximately $224.0 million, and includes investments in each of its four reportable operating segments.
| • | Entertainment—investment spending since June 30, 2013 totals approximately $76.3 million, and relates primarily to investments in build-to-suit construction of eight megaplex theatres that are subject to long-term triple net leases. Additionally, the Company acquired three megaplex theatres, located in Louisiana and Alabama, which are leased under long-term triple net lease agreements as well as the acquisition of its partner’s interest in the Atlantic EPR I and II joint ventures. |
| • | Education—investment spending since June 30, 2013 totals approximately $57.9 million, and relates primarily to investments in build-to-suit construction of 15 public charter schools and five early childhood education centers, all of which are subject to long-term triple net leases or long-term mortgage agreements. |
| • | Recreation—investment spending since June 30, 2013 totals approximately $88.3 million, and relates primarily to the Company’s acquisition of the Camelback Mountain Ski Resort located in Tannersville, Pennsylvania for a purchase price of $69.3 million (further discussed below) and to fundings under the Company’s mortgage notes for improvements at existing ski and waterpark properties. In addition, the Company’s recreation investment spending related to build-to-suit construction of six TopGolf golf entertainment facilities as well as funding improvements at the Company’s ski property located in Maryland. |
| • | Other—investment spending since June 30, 2013 totals approximately $1.5 million and was related to the land held for development in Sullivan County, New York. |
On October 7, 2013, the Company acquired the ski property commonly known as Camelback Mountain Resort, located in the Poconos region of Pennsylvania, for an investment of approximately $69.3 million. The investment consists of an acquisition of 160 acres of skiable terrain with a 30-acre outdoor waterpark and adventure park, 36-lane tubing hill, base lodge, parking, ancillary buildings and land. The property is leased to the operator pursuant to a triple net lease. In addition, the Company has provided a commitment to finance the construction of a 453 room Wilderness Lodge hotel, with an attached 125,000 square foot indoor waterpark, to be located at the base of the mountain. The total project cost for the indoor waterpark hotel is estimated to be approximately $155.0 million, of which the Company will provide up to $110.7 million or approximately 70% of total estimated project costs. The Company’s financing commitment is contingent upon certain conditions, including, but not limited to, governmental approvals, permitting and the tenant/operator investing 100% of their equity requirement into the project prior to any advance from the Company. It is anticipated that the construction of the indoor waterpark hotel will take approximately 24 months to complete, during which the Company’s investment will be structured as a mortgage with an interest rate of 10%. Upon completion of the indoor waterpark hotel, it is expected that this investment will be incorporated into the triple net lease of the ski property described above, which will have an initial term of 20 years from the completion date.
| Item 9.01 | Financial Statements and Exhibits. |
| Number |
Description | |
| 99.1 | Press Release dated October 17, 2013 issued by EPR Properties | |
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: | Chief Financial Officer, Senior Vice President and Treasurer | |
Date: October 17, 2013
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release dated October 17, 2013 issued by EPR Properties | |
Exhibit 99.1
EPR Properties Announces Equity Offering
KANSAS CITY, MO. – October 17, 2013 – EPR Properties (NYSE:EPR) announced today that it has commenced an underwritten public offering of 3,000,000 of its common shares. The offering is being conducted as a public offering pursuant to an effective shelf registration statement under the Securities Act of 1933. The Company intends to use the net proceeds from this offering for the repayment of a portion of the outstanding principal balance of its unsecured revolving credit facility, which was approximately $160.0 million at October 16, 2013.
Citigroup and KeyBanc Capital Markets are acting as the underwriters for the offering.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be a sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The offering is being made by means of a prospectus supplement and the accompanying prospectus only. Copies of the prospectus supplement and accompanying prospectus, when available, may be obtained by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (800) 831-9146, or KeyBanc Capital Markets, Attention: Prospectus Delivery Department, 127 Public Square, 4th Floor, Cleveland, Ohio 44114 or by telephone at (800) 859-1783.
About EPR Properties
EPR Properties is a specialty real estate investment trust (REIT) that invests in properties in select market segments which require unique industry knowledge, while offering the potential for stable and attractive returns. Our total investments exceed $3.2 billion and our primary investment segments are Entertainment, Recreation and Education. We adhere to rigorous underwriting and investing criteria centered on key industry and property level cash flow standards. We believe our focused niche approach provides a competitive advantage, and the potential for higher growth and better yields.
Contact
EPR Properties
Brian Moriarty 1-888-EPR-REIT
Vice President – Corporate Communications
brianm@eprkc.com
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained or incorporated by reference herein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as those pertaining to our acquisition or disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use of words such as “will be,” “intend,” “continue,” “believe,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would,” “may” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained or incorporated by reference herein. Forward-looking statements
necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see our filings with the Securities and Exchange Commission, including “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof or the date of any document incorporated by reference herein. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.