EPR Properties Enters Material Agreement on Preferred Stock

TL;DR

EPR Properties just made a big deal about their Series C Preferred Stock, could affect holders.

AI Summary

On September 19, 2024, EPR Properties entered into a material definitive agreement related to its Series C Preferred Stock. This agreement involves modifications to the rights of security holders and is considered a direct financial obligation. The filing also includes Regulation FD disclosures and financial exhibits.

Why It Matters

This filing indicates a significant change in the terms or obligations related to EPR Properties' Series C Preferred Stock, which could impact investors holding this class of stock.

Risk Assessment

Risk Level: medium — Material definitive agreements concerning preferred stock can introduce financial obligations or alter security holder rights, warranting investor attention.

Key Players & Entities

• EPR Properties (company) — Registrant
• September 19, 2024 (date) — Date of earliest event reported
• Series C Preferred Stock (security) — Subject of material definitive agreement

FAQ

Key Financial Figures

• $0.01 — ch registered Common shares, par value $0.01 per share EPR New York Stock Exchange
• $1.0 billion — nded Credit Agreement") providing for a $1.0 billion senior unsecured revolving credit facil
• $100.0 million — lving Credit Facility (which includes a $100.0 million letter-of-credit subfacility and a $300
• $300.0 million — lion letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfa
• $1.0 b — e under the Amended Credit Agreement by $1.0 billion, to a total of $2.0 billion. If t
• $2.0 billion — greement by $1.0 billion, to a total of $2.0 billion. If the Company exercises all or any po
• $169.0 million — lose of business on September 19, 2024, $169.0 million was outstanding under the New Revolving
• $831.0 million — Revolving Credit Facility resulting in $831.0 million being available at such time for additi

Filing Documents

• epr-20240919.htm (8-K) — 56KB
• fourthamendedrestatedandco.htm (EX-10.1) — 1601KB
• a8-k9232024exhibit.htm (EX-99.1) — 9KB
• pressreleaseheaderlesswhitea.jpg (GRAPHIC) — 32KB
• 0001045450-24-000080.txt ( ) — 2150KB
• epr-20240919.xsd (EX-101.SCH) — 3KB
• epr-20240919_def.xml (EX-101.DEF) — 18KB
• epr-20240919_lab.xml (EX-101.LAB) — 32KB
• epr-20240919_pre.xml (EX-101.PRE) — 19KB
• epr-20240919_htm.xml (XML) — 6KB

01. Entry into a Material Agreement

Item 1.01. Entry into a Material Agreement. On September 19, 2024, EPR Properties (the "Company") entered into a Fourth Amended, Restated and Consolidated Credit Agreement (the "Amended Credit Agreement") providing for a $1.0 billion senior unsecured revolving credit facility (the "New Revolving Credit Facility") with KeyBank National Association ("KeyBank"), as administrative agent, and the other agents and lenders party thereto. The Amended Credit Agreement amended, restated and replaced the Company's prior senior unsecured revolving credit facility provided under the Third Amended, Restated and Consolidated Credit Agreement, dated as of October 6, 2021, as amended, among the Company, as borrower, KeyBank, as administrative agent, and the other agents and lenders party thereto. The amendments to the prior senior unsecured revolving credit facility reflected in the Amended Credit Agreement, among other things: (i) extended the maturity date of the revolving credit facility; (ii) generally reduced the interest rate payable on outstanding loans; (iii) eliminated the tangible net worth covenant; (iv) modified the secured debt to total assets financial covenant to permit increased secured debt if the Company so elects; and (v) modified and simplified the capitalization rates used to value assets under the facility. The Amended Credit Agreement provides for an initial maximum principal amount of $1.0 billion available under the New Revolving Credit Facility (which includes a $100.0 million letter-of-credit subfacility and a $300.0 million foreign currency revolving credit subfacility). The Amended Credit Agreement contains an "accordion" feature under which the Company may increase the total maximum principal amount available under the Amended Credit Agreement by $1.0 billion, to a total of $2.0 billion. If the Company exercises all or any portion of the $1.0 billion accordion feature referenced above, the resulting increase in the New Revolving Credit Facility ma

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 23, 2024, the Company issued a press release announcing its entry into the Amended Credit Agreement. The Company's press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01. The information set forth in this Item 7.01, including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 10.1 Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024, among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto. 99.1 Press release, dated September 23, 2024, issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 Mark A. Peterson Executive Vice President, Treasurer and Chief Financial Officer Date: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR