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): November 21, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On November 21, 2017, EPR Properties (the “Company”) announced that it has delivered notice to holders of the Company’s 6.625% Series F Cumulative Redeemable Preferred Shares (the “Series F Preferred Shares”) of the Company’s intent to redeem all 5,000,000 of its outstanding Series F Preferred Shares on December 21, 2017 (the “Redemption Date”). The Series F Preferred Shares will be redeemed at a redemption price of $25.00 per share, plus $0.299045 per share, the amount equal to all accumulated and unpaid dividends up to, but not including, the Redemption Date.
The Series F Preferred Shares will cease to accumulate dividends immediately prior to the Redemption Date. Upon redemption, the Series F Preferred Shares will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. All Series F Preferred Shares are held in book-entry form through the Depository Trust Company (“DTC”). The Series F Preferred Shares will be redeemed in accordance with the procedures of DTC. Upon redemption, the Series F Preferred Shares will be delisted from trading on the New York Stock Exchange.
A copy of the Company’s press release announcing the redemption is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release, dated November 21, 2017, 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: | Executive Vice President, Chief Financial Officer and Treasurer | |
Date: November 21, 2017
3
Exhibit 99.1
EPR Properties Announces Redemption of
6.625% Series F Cumulative Redeemable Preferred Shares
KANSAS CITY, MO, November 21, 2017 – EPR Properties (NYSE: EPR) (the “Company”) announced today that it has delivered notice to holders of the Company’s 6.625% Series F Cumulative Redeemable Preferred Shares (NYSE: EPR PrF – CUSIP No.: 26884U406) (the “Series F Preferred Shares”) of the Company’s intent to redeem all 5,000,000 of its outstanding Series F Preferred Shares on December 21, 2017 (the “Redemption Date”). The Series F Preferred Shares will be redeemed at a redemption price of $25.00 per share, plus $0.299045 per share, the amount equal to all accumulated and unpaid dividends up to, but not including, the Redemption Date.
The Series F Preferred Shares will cease to accumulate dividends immediately prior to the Redemption Date. Upon redemption, the Series F Preferred Shares will no longer be outstanding, and all rights of the holders will terminate, except the right of the holders to receive the cash payable upon such redemption, without interest. Upon redemption, the Series F Preferred Shares will be delisted from trading on the New York Stock Exchange.
All Series F Preferred Shares are held in book-entry form through the Depository Trust Company (“DTC”). The Series F Preferred Shares will be redeemed in accordance with the procedures of DTC. Questions relating to, and requests for additional copies of, the notice of redemption and the related materials should be directed to Computershare Trust Company, N.A., the Company’s transfer agent and redemption agent for the redemption of the Series F Preferred Shares. The address and telephone number of Computershare Trust Company, N.A. are: Computershare Trust Company, N.A., Attn: Corporate Actions, 250 Royall Street, Canton, MA 02021; and 1-800-546-5141.
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 $6.6 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.
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, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the redemption of the Series F Preferred Shares. 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,” “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. Except as required by law, 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.
EPR Properties
Brian Moriarty, 888-EPR-REIT
www.eprkc.com