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): September 17, 2014
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 7.01. | Regulation FD Disclosure. |
On September 17, 2014, EPR Properties (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a preliminary prospectus supplement in connection with a proposed underwritten public offering of 3,200,000 of its common shares of beneficial interest, with a grant to the underwriters of a 30-day option to purchase up to an additional 480,000 common shares (the “Offering”). The Offering is being made pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission on Form S-3.
The preliminary prospectus supplement includes a discussion of the Company’s recent developments and the proposed use of proceeds of the Offering described below.
Recent Developments
As of September 12, 2014, our investment spending in our operating segments since June 30, 2014 total approximately $113.5 million (bringing our year-to-date investment spending to $433.2 million), and included investments in each of our four reportable operating segments.
| • | Entertainment—investment spending since June 30, 2014 totaled approximately $4.6 million and related primarily to investments in build-to-suit construction of one megaplex theatre and redevelopment of one existing megaplex theatre and one family entertainment center, each of which is subject to a long-term, triple-net lease or a long-term mortgage agreement. |
| • | Education—investment spending since June 30, 2014 totaled approximately $62.5 million and related primarily to investments in build-to-suit construction of 21 public charter schools, three private schools and 10 early childhood education centers, each of which is subject to a long-term, triple-net lease or a long-term mortgage agreement. |
| • | Recreation—investment spending since June 30, 2014 totaled approximately $45.4 million, and related primarily to build-to-suit construction of 11 TopGolf entertainment facilities and additional improvements at Camelback Mountain Resort, each of which is subject to a long-term, triple-net lease or a long-term mortgage agreement. |
| • | Other—investment spending since June 30, 2014 totaled approximately $1.0 million and was related to the Adelaar casino and resort project in Sullivan County, New York. |
Recreation Resort Opportunity
The Company has entered into a letter of intent relating to an investment of approximately $135.0 million in an attraction anchored resort. The property is expected to exceed 400 acres and includes waterpark facilities, golf courses, lodging facilities, a spa, restaurants and retail shops. The property will be leased to the current owner-operator of the facilities pursuant to a triple-net lease, which will have an initial term of 20 years with three 10-year extension options. Under the lease, the tenant is responsible for all taxes, costs and expenses arising from the use and operation of the property. The transaction contemplated by the letter of intent is anticipated to close as early as the fourth quarter of 2014 and is contingent upon the negotiation and execution of the definitive agreements, due diligence and other customary closing conditions. The Company cannot assure you that the transaction will be completed on the terms described above or at all.
Metropolitan Ski Areas Opportunity
The Company has entered into a letter of intent relating to an investment of approximately $39.0 million in two metropolitan ski areas. The properties include ski terrain, lifts, snow making equipment and commercial retail, office and restaurant space. The investment will consist of a $15.0 million purchase of the land to be leased to the tenant, and a $24.0 million mortgage loan to the tenant. The land will be leased by the tenant pursuant to a triple-net lease, which will have an initial term of 20 years, with three 10-year extension options. Under the lease, the tenant is responsible for all taxes, costs and expenses arising from the use or operation of the property. The mortgage loan will have a term of 20 years. The transaction contemplated by the letter of intent is anticipated to close as early as the fourth quarter of 2014 and is contingent upon the negotiation and execution of definitive agreements, due diligence and other customary closing conditions. The Company cannot assure you that the transaction will be contemplated on the terms described above or at all.
Use of Proceeds
The preliminary prospectus supplement also discloses that the Company intends to use the net proceeds from the offering to reduce the outstanding principal balance of its unsecured revolving credit facility. Such application of the net proceeds will increase the amounts available under the Company’s unsecured revolving credit facility, which the Company intends to use primarily to fund its ongoing pipeline of acquisition and build-to-suit projects. As of September 16, 2014, the Company had approximately $208.0 million of indebtedness outstanding under its unsecured revolving credit facility.
| Item 8.01. | Other Events. |
On September 17, 2014, the Company issued a press release announcing that it had commenced the Offering. The Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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.
| Item 9.01 | Financial Statements and Exhibits. |
| Number | Description | |
| 99.1 | Press Release dated September 17, 2014 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: | Senior Vice President, Treasurer and Chief Financial Officer | |
Date: September 17, 2014
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press Release dated September 17, 2014 issued by EPR Properties | |
Exhibit 99.1
EPR PROPERTIES ANNOUNCES EQUITY OFFERING
Kansas City, MO. September 17, 2014 – EPR Properties (NYSE:EPR) announced today that it has commenced an underwritten public offering of 3,200,000 of its common shares of beneficial interest. The Company also expects to grant the underwriters a 30-day option to purchase up to an additional 480,000 common shares.
The Company intends to use the net proceeds from the offering to reduce the outstanding principal balance of its unsecured revolving credit facility. Such application of the net proceeds will increase the amounts available under the Company’s unsecured revolving credit facility, which the Company intends to use primarily to fund its ongoing pipeline of acquisition and build-to-suit projects.
J.P. Morgan, BofA Merrill Lynch, and RBC Capital Markets are acting as joint book running managers 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 J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204; BofA Merrill Lynch, 222 Broadway, New York, New York 10038, Attention: Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com; or RBC Capital Markets, LLC, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, by calling (877) 822-4089, or by e-mail at equityprospectus@rbccm.com.
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 $3.8 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,” “may,” “expect,” “hope,” “anticipate,” “goal,” “forecast,” “pipeline,” “anticipates,” “estimates,” “offers,” “plans,” “would” 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 “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.