Obligation EPR Properties 7.75% ( US29380TAS42 ) en USD

EPR Properties

100 % ▲

Etas-Unis

US29380TAS42 ( en USD )

7.75% par an ( paiement semestriel )

15/07/2020 - Obligation échue

Prospectus brochure de l'obligation EPR Properties US29380TAS42 en USD 7.75%, échue

2 000 USD

250 000 000 USD

29380TAS4

N/A

L'Obligation émise par EPR Properties ( Etas-Unis ) , en USD, avec le code ISIN US29380TAS42, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2020
L'Obligation émise par EPR Properties ( Etas-Unis ) , en USD, avec le code ISIN US29380TAS42, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
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424B3 1 d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-173531
PROSPECTUS

Entertainment Properties Trust
OFFER TO EXCHANGE
Up to $250,000,000 aggregate principal amount of its
7.750% Senior Notes due 2020
which have been registered under the Securities Act of 1933, as amended,
for any and all of its outstanding unregistered 7.750% Senior Notes due 2020
Guaranteed by certain subsidiaries of Entertainment Properties Trust

· The exchange offer expires at 5:00 p.m., New York City time, on June 21, 2011, unless extended.

· We will exchange all outstanding 7.750% senior notes due 2020, referred to as the private notes, that are validly

tendered and not validly withdrawn for an equal principal amount of 7.750% senior notes due 2020 that are registered
under the Securities Act of 1933, as amended, referred to as the exchange notes.

· The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable

interpretation of the staff of the Securities and Exchange Commission.

· You may withdraw tenders of private notes at any time before the exchange offer expires.

· We believe that the exchange of the private notes will not be a taxable event for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The terms of the exchange notes are substantially identical to those of the private notes, except for transfer restrictions

and registration rights relating to the private notes.

· The private notes are, and the exchange notes will be, fully and unconditionally guaranteed by each of our

subsidiaries that is a guarantor or borrower under our unsecured revolving credit facility.

· You may tender outstanding private notes only in denominations of $2,000 with integral multiples of $1,000.

· Our affiliates may not participate in the exchange offer.

· No public market exists for the private notes. We do not intend to list the exchange notes on any securities exchange

and, therefore, no active public market is anticipated for the exchange notes.

· We are offering the exchange notes to satisfy certain of our obligations under the registration rights agreement entered

into in connection with the private offering of the private notes.

· Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must
acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to

admit it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for private notes where such private notes were acquired by such broker-dealer
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as a result of market-making activities or other trading activities. We have agreed that, if requested by such a broker-
dealer, for a period of 180 days (which period may be extended in specified circumstances) from the date on which
the exchange offer is consummated or such shorter period as will terminate when such requesting broker-dealer has
sold all exchange notes held by it, we will make this prospectus available to such requesting broker-dealer for use in
connection with any such resale. See "Plan of Distribution."

Please refer to "Risk Factors" beginning on page 17 of this prospectus for a description of the risks you should
consider when evaluating participation in this exchange offer or an investment in these securities.
We are not making this exchange offer in any state or other jurisdiction where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is May 20, 2011.
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Table of Contents
In making your investment decision, you should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with different or additional information. If
you receive any other information, you should not rely on it. We are not making an offer to sell any of these securities
in any place where the offer or sale is not permitted. You should not assume that the information contained in this
prospectus and the documents incorporated by reference herein is accurate as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS

Page
Incorporation of Certain Information By Reference

1
Cautionary Statement Concerning Forward-Looking Statements

2
Prospectus Summary

4
Risk Factors

17
The Exchange Offer

24
Use of Proceeds

33
Description of Notes

34
Book Entry System

54
Description of Certain Indebtedness

56
U.S. Federal Income Tax Consequences

58
Plan of Distribution

64
Legal Matters

65
Experts

65
Where You Can Find More Information

65
References in this prospectus to "we," "us," "our," "EPR" or the "Company" refer to Entertainment Properties Trust and
its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated. The term "you" refers to a
prospective investor.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" the information we file
with the SEC which means we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus. Any statement contained in a document which is
incorporated by reference in this prospectus is automatically updated and superseded if information contained in this
prospectus or information we later file with the SEC, modifies or replaces that information.
The documents listed below have been filed by us under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), (File No. 001-13561) and are incorporated by reference in this prospectus:

1.
Our Annual Report on Form 10-K for the year ended December 31, 2010;

2.
Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011; and

3.
Those portions of our definitive Proxy Statement for the 2011 Annual Meeting of Shareholders that are incorporated

by reference in our Annual Report on Form 10-K for the year ended December 31, 2010.
In addition, all documents filed by us under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any
information that is deemed to have been "furnished" and not "filed" with the SEC) after the date of the initial filing of this
registration statement and prior to the effectiveness of that registration statement and any future filings prior to the termination
of the offering of the securities covered by this prospectus are incorporated by reference herein.
To obtain a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless
they are specifically incorporated by reference in this document) please contact us at the following address or telephone
number:
Investor Relations Department
Entertainment Properties Trust
909 Walnut, Suite 200
Kansas City, Missouri 64106
(816) 472-1700/FAX (816) 472-5794
Email [email protected]
To obtain timely delivery, you must request this information no later than five (5) business days before the date you must
make your investment decision. Therefore, we must receive your request for this information no later than five (5) days prior
to the expiration of the exchange offer.
Our SEC filings also are available on our Internet website at www.eprkc.com. The information on our website is not, and
you must not consider the information to be, a part of or incorporated by reference into this prospectus.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, this prospectus and our reports filed under the Exchange Act and
incorporated by reference in this prospectus and other offering materials and documents deemed to be incorporated by
reference herein or therein 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 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.
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,"
"offers," "hope," "anticipate," "goal," "forecast," or other comparable terms, or by discussions of strategy, plans or intentions.
Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise.
Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:

· General international, national, regional and local business and economic conditions;

· Failure of current governmental efforts to stimulate the economy;

· The downturn in the credit markets;

· We have made a significant investment in a planned casino and resort development that may not be completed;

· The failure of a bank to fund a request by us to borrow money;

· Failure of banks in which we have deposited funds;

· Defaults in the performance of lease terms by our tenants;

· Defaults by our customers and counterparties on their obligations owed to us;

· A borrower's bankruptcy or default;

· The obsolescence of older multiplex theatres owned by some of our tenants;

· Risks of our tenants operating in the entertainment industry;

· Our ability to compete effectively;

· A significant number of our megaplex theatre properties are leased by a single tenant;

· A single tenant leases or is the mortgagor of all our ski area investments;

· A significant number of our charter schools are leased by a single tenant;

· Risks associated with use of leverage to acquire properties;

· Financing arrangements that require lump-sum payments;

· Our ability to sustain the rate of growth we have had in recent years;

· Our ability to raise capital;

· Covenants in our debt instruments that limit our ability to take certain actions;

· Risks of acquiring and developing properties and real estate companies;

· The lack of diversification of our investment portfolio;

· Our continued qualification as a REIT;

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· The ability of our subsidiaries to satisfy their obligations;

· Financing arrangements that expose us to funding or purchase risks;

· We have a limited number of employees and the loss of personnel could harm operations;

· Fluctuations in the value of real estate income and investments;

· Risks relating to real estate ownership, leasing and development, for example local conditions such as an oversupply
of space or a reduction in demand for real estate in the area, competition from other available space, whether tenants
and users such as customers of our tenants consider a property attractive, changes in real estate taxes and other

expenses, changes in market rental rates, the timing and costs associated with property improvements and rentals,
changes in taxation or zoning laws or other governmental regulation, whether we are able to pass some or all of any
increased operating costs through to tenants, and how well we manage our properties;

· Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;

· Risks involved in joint ventures;

· Risks in leasing multi-tenant properties;

· A failure to comply with the Americans with Disabilities Act or other laws;

· Risks of environmental liability;

· Our real estate investments are relatively illiquid;

· We own assets in foreign countries;

· Risks associated with owning or financing properties for which the tenant's or mortgagor's operations may be

impacted by weather conditions and climate change;

· Risks associated with the ownership of vineyards;

· Our ability to pay distributions in cash or at current rates;

· Fluctuations in interest rates;

· Fluctuations in the market prices for our shares;

· Certain limits on change in control imposed under law and by our Declaration of Trust and Bylaws;

· Policy changes obtained without the approval of our shareholders;

· Equity issuances could dilute the value of our shares;

· Risks associated with changes in the Canadian exchange rate; and

· Changes in laws and regulations, including tax laws and regulations.
You should consider the risks described in the "Risk Factors" section in this prospectus, our most recent Annual Report
on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q, in evaluating any forward-looking
statements included or incorporated by reference in this prospectus.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this prospectus
whether as a result of new information, future events or otherwise. In light of the factors referred to above, the future events
discussed or incorporated by reference in this prospectus may not occur and actual results, performance or achievements could
differ materially from those anticipated or implied in the forward-looking statements.

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PROSPECTUS SUMMARY
This summary highlights certain information appearing elsewhere in this prospectus or incorporated by reference in
this prospectus. As a result, it is not complete and does not contain all of the information you should consider before
participating in this exchange offer. For a more complete understanding of the exchange offer and the exchange notes,
you should read the following summary together with the more detailed information regarding EPR, the exchange offer
and the exchange notes appearing elsewhere in this prospectus or incorporated by reference in this prospectus, including
the financial statements and related notes and the section titled "Risk Factors."
About EPR
We are a self-administered real estate investment trust, or "REIT," that develops, owns, leases and finances megaplex
theatres, entertainment retail centers (centers generally anchored by an entertainment component such as a megaplex
theatre and containing other entertainment-related properties), public charter schools and other destination recreational
and specialty properties. The underwriting of our investments is centered on key industry and property cash flow criteria.
As further explained below under "Growth Strategies," our investments are also guided by a focus on inflection
opportunities that are associated with or support enduring uses, excellent executions, attractive economics and an
advantageous market position.
As of March 31, 2011, we had total assets of approximately $3.0 billion (before accumulated depreciation of
approximately $0.3 billion).
As of March 31, 2011, our real estate portfolio was comprised of approximately $2.6 billion in assets (before
accumulated depreciation of approximately $0.3 billion) and consisted of interests in:

· 110 megaplex movie theatre properties (including two joint venture properties) located in 34 states and Ontario,

Canada;

· eight entertainment retail centers (including one joint venture property) located in Westminster, Colorado; New

Rochelle, New York; Burbank, California; Suffolk, Virginia; and Ontario, Canada;

· 28 public charter school properties located in nine states and the District of Columbia;

· other specialty properties, including ten wineries and six vineyards located in California and Washington and a

metropolitan ski property located in Ohio;

· land parcels leased to restaurant and retail operators adjacent to several of our theatre properties;

· approximately $8.6 million in construction in progress for real estate development; and

· approximately $184.5 million in undeveloped land inventory.
As of March 31, 2011, we had invested approximately $229.8 million, net of initial direct costs of $1.8 million, in 27
public charter school properties leased under a master lease to Imagine Schools, Inc. ("Imagine"). We own the fee interest
in these properties; however, due to the terms of the lease with Imagine, it is accounted for as a direct financing lease.
These properties are located in Arizona, Florida, Georgia, Indiana, Missouri, Nevada, Michigan, Ohio and the District of
Columbia.
As of March 31, 2011, we had the following mortgage notes receivable with an outstanding balance of approximately
$306.9 million:

· $170.5 million in mortgage financing for the development of a water park anchored entertainment village in the

greater Kansas City area (the first phase of which opened in July 2009) which is additionally secured by two
operating water parks in Texas; and

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· $136.4 million in mortgage financing for ten metropolitan ski properties and development land located in New

Hampshire, Vermont, Missouri, Indiana, Ohio and Pennsylvania.
Also, as of March 31, 2011, we had five other notes receivable with an outstanding balance of $5.1 million (including
accrued interest) net of a provision for an aggregate loan loss of $8.2 million.
We generally lease our single-tenant properties to tenants on a long-term triple-net basis that requires the tenant to
assume the primary risks involved in operating the property and to pay substantially all expenses associated with the
operation and maintenance of the property. We also provide secured mortgage financing and we own multi-tenant
properties which are managed for us by third-party management companies.
Many of our leases and mortgages contain additional credit enhancements, including cross-default provisions,
pursuant to which a default by an operator under one lease or mortgage would result in a default under each other lease or
mortgage between the operator and us, or cross-collateralization provisions, pursuant to which any collateral pledged by
an operator to us constitutes collateral for all obligations of that operator. In addition, we may also require parent and
corporate guarantees, letters of credit, cash reserves or prepayments.
Our theatre properties are leased to prominent theatre operators, including American Multi-Cinema ("AMC"),
Muvico Entertainment, Regal Cinemas, Rave Motion Pictures, Wallace Theatres, Southern Theatres, Cobb Theatres,
Kerasotes Showplace Theatres and Cinemark. For the three months ended March 31, 2011, approximately 36% of our
total revenue was derived from rental payments by AMC.
For the three months ended March 31, 2011, approximately 14% of our total revenue was derived from our four
entertainment retail centers in Ontario, Canada. The Company's wholly-owned subsidiaries that hold the Canadian
entertainment retail centers and third party debt represented approximately $151.1 million or 9% of the Company's net
assets as of March 31, 2011.
Growth Strategies
As a part of our growth strategy, we will consider acquiring or developing additional megaplex theatre properties,
and acquiring or developing single-tenant entertainment, entertainment-related, public charter school, recreational or
specialty properties. We will also consider acquiring or developing additional entertainment retail centers. We may also
pursue opportunities to provide mortgage financing for these same property types in certain situations where this structure
is more advantageous than owning the underlying real estate.
We believe destination entertainment, entertainment-related, public charter schools and other recreational and
specialty properties are important sectors of the real estate industry and that, as a result of our focus on properties in these
sectors, industry knowledge and the industry relationships of our management, we have a competitive advantage in
providing capital to operators of these types of properties. We believe this focused niche approach offers the potential for
higher growth and better yields.
As a result of the economic downturn and related challenges in the credit market, we tempered our focus on growth
of funds from operations, or FFO, per share beginning in 2009, and instead principally focused on maintaining adequate
liquidity and a strong balance sheet. During 2010, we took significant steps to implement our new strategy to migrate to
an unsecured debt structure, including the issuance of $250.0 million of unsecured notes (we refer to as the private notes)
and entering into a new $320.0 million unsecured revolving credit facility (which was expanded to $382.5 million in the
first quarter of 2011). Having enhanced our liquidity position, strengthened our balance sheet and obtained access to the
unsecured debt markets, we believe we are better positioned to aggressively pursue potential investments, acquisitions and
financing transaction opportunities that may become available to us from time to time.
We believe our management's knowledge and industry relationships have facilitated favorable opportunities for us to
acquire, finance and lease properties. Historically, our primary challenges have been locating suitable

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properties, negotiating favorable lease or financing terms, and managing our real estate portfolio as we have continued to
grow. We are particularly focused on property categories which allow us to use our experience to mitigate some of the
risks inherent in the current economic environment. We cannot assure you that any such potential investment or
acquisition opportunities will arise in the near future, or that we will actively pursue any such opportunities.
Our investing strategies center on certain guiding principles, which we refer to as our "Five Star Investment
Strategy":
Inflection Opportunity
We look for a new generation of facilities emerging as a result of age, technology, or change in the lifestyle of
consumers which create development, renewal or restructuring opportunities requiring significant capital.
Enduring Value
We look for real estate that supports activities that are commercially successful and have a reasonable basis for
continued and sustainable customer demand in the future. Further, we seek circumstances where the magnitude of change
in the new generation of facilities adds substantially to the customer experience.
Excellent Execution
We seek attractive locations and best-of-class executions that create market-dominant properties which we believe
create a competitive advantage and enhance sustainable customer demand within the category despite a potential change
in tenant. We minimize the potential for turnover by seeking tenants with a reliable track record of customer service and
satisfaction.
Attractive Economics
We seek investments that provide accretive returns initially and increasing returns over time with rent escalators and
percentage rent features that allow participation in the financial performance of the property. Further, we are interested in
investments that provide a depth of opportunity to invest sufficient capital to be meaningful to our total financial results
and also provide a diversity by market, geography or tenant operator.
Advantageous Position
In combination with the preceding principles, when investing we look for a competitive advantage such as unique
knowledge of the category, access to industry information, a preferred tenant relationship, or other relationships that
provide access to sites and development projects.
Recent Developments
The following are recent developments that occurred after March 31, 2011.
In conjunction with the sale by Ascentia Wine Estates ("Ascentia") of the Gary Farrell brand and inventory assets on
April 28, 2011, we elected to sell our vineyard and winery assets to the same buyer. As a result, we terminated our lease
on these assets with Ascentia and were paid $2.0 million in outstanding receivables and a $1.0 million lease termination
fee. In addition, we received $6.5 million from the buyer for its vineyard and winery assets, which was equal to their net
book value. This transaction was contemplated by the modification agreement between us and Ascentia dated January 13,
2011.

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Subsequent to March 31, 2011, we closed on two public charter school transactions with HighMark School
Development located in Arizona and Colorado with a combined commitment from us of $13.5 million.
Subsequent to March 31, 2011, we entered into an agreement to sell one of our vineyard and winery properties.
During the three months ended March 31, 2011, we recorded an impairment charge of $1.8 million, which is the amount
that the carrying value of the assets exceeds the estimated fair market value.
Corporate Information
Our principal offices are located at 909 Walnut, Suite 200, Kansas City, Missouri 64106. Our telephone number at
that location is (816) 472-1700. Our website is located at www.eprkc.com. The information found on, or otherwise
accessible through, our website is not incorporated into, and does not form a part of, this prospectus or any other report or
document we file with or furnish to the SEC.

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