EPR Properties Prices Offering of $150 Million of 5.750% Series G Cumulative Redeemable Preferred Shares
November 20 2017 - 4:54PM
Business Wire
EPR Properties (NYSE: EPR) (the "Company") announced today that
it has priced an underwritten public offering of 6,000,000 shares
of its 5.750% Series G Cumulative Redeemable Preferred Shares (the
"Series G Preferred Shares") at $25.00 per share. The offering is
expected to close on November 30, 2017, subject to the satisfaction
or waiver of customary closing conditions. Dividends on the Series
G Preferred Shares will be paid on a cumulative basis quarterly in
arrears on January 15, April 15, July 15 and October 15 of each
year, commencing January 15, 2018, at a rate per annum of 5.750% of
the $25.00 liquidation preference (equivalent to $1.4375 per share
per annum).
The Company will apply to list the Series G Preferred Shares on
the New York Stock Exchange under the symbol "EPR PrG". The Company
expects that trading will commence within 30 days after initial
delivery of the Series G Preferred Shares.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC
Capital Markets, LLC, Stifel, Nicolaus & Company, Incorporated
and Raymond James & Associates, Inc. served as joint
book-running managers of the offering. Net proceeds of the offering
are expected to be $144.5 million, after deducting the underwriting
discount and estimated offering expenses.
The Company intends to use the net proceeds of the offering to
redeem all of the Company's 6.625% Series F Cumulative Redeemable
Preferred Shares (the "Series F Preferred Shares") at an aggregate
redemption price equal to the aggregate liquidation preference of
$125 million, plus all accrued and unpaid dividends on the Series F
Preferred Shares, up to, but not including, the redemption date.
The Company intends to use the remaining net proceeds from the
offering for general business purposes, which may include funding
its ongoing pipeline of acquisition and build-to-suit projects.
Pending application of any portion of the net proceeds from the
offering, the Company intends to use the net proceeds to reduce the
outstanding principal balance of its unsecured revolving credit
facility.
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. A written prospectus and prospectus
supplement relating to the offering, when available, may be
obtained from Merrill Lynch, Pierce, Fenner & Smith
Incorporated, NC1-004-03-43, 200 North College Street, 3rd Floor,
Charlotte, North Carolina 28255-0001, Attention: Prospectus
Department (telephone: (800) 294-1322 or via email:
dg.prospectus_requests@baml.com); RBC Capital Markets, LLC, Three
World Financial Center, 200 Vesey Street, 8th Floor, New York, New
York 10281, Attention: Prospectus Department (telephone: (866)
375-6829 or via email: rbcnyfixedincomeprospectus@rbccm.com);
Stifel, Nicolaus & Company, Incorporated, One South Street,
15th Floor, Baltimore, Maryland 21202, Attention: Syndicate
Department (telephone: (855) 300-7136 or via email:
syndprospectus@stifel.com); or Raymond James & Associates,
Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716,
Attention: Equity Syndicate (telephone: (800) 248-8863 or via
email: prospectus@raymondjames.com). You may also get these
documents free by visiting EDGAR on the SEC website at
www.sec.gov.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration
under the securities laws of any such state or jurisdiction.
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. 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.
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EPR PropertiesBrian Moriarty, 1-888-EPR-REITVice
President – Corporate Communicationsbrianm@eprkc.com
EPR Properties (NYSE:EPR)
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