Obligation EPR Realty 5.75% ( US29380TAT25 ) en USD

EPR Realty

100 % ⇌

Etas-Unis

US29380TAT25 ( en USD )

5.75% par an ( paiement semestriel )

14/08/2022 - Obligation échue

Prospectus brochure de l'obligation EPR Properties US29380TAT25 en USD 5.75%, échue

2 000 USD

350 000 000 USD

29380TAT2

N/A

EPR Properties est une société de placement immobilier américaine spécialisée dans la propriété et la gestion de biens immobiliers essentiels, notamment des centres médicaux, des établissements d'enseignement supérieur et des lieux de divertissement.

L'Obligation émise par EPR Realty ( Etas-Unis ) , en USD, avec le code ISIN US29380TAT25, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2022

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CALCULATION OF REGISTRATION FEE

Maximum
Amount
Offering
Maximum
Amount of
to be
Price Per
Aggregate
Registration
Title of each Class of Securities Offered

Registered

Security

Offering Price

Fee(1)
5.750% Senior Notes due 2022

$350,000,000
100%

$350,000,000
$40,110
Guarantees of 5.750% Senior Notes due 2022

(2)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) In accordance with Rule 457(n) of the Securities Act of 1933, as amended, no separate fee is payable with respect to the
guarantees of the debt securities being registered.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-165523

PROSPECTUS SUPPLEMENT
(To prospectus dated March 16, 2010)

We are offering $350,000,000 aggregate principal amount of 5.750% Senior Notes due 2022, or the notes. The notes will bear
interest at the rate of 5.750% per year. Interest on the notes will be payable semi-annually in arrears on February 15 and August 15 of
each year, beginning February 15, 2013. The notes will mature on August 15, 2022.

We may redeem some or all the notes at a redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest up to, but excluding, the applicable redemption date, plus a make-whole premium.

The notes will be our senior unsecured obligations and will be guaranteed by each of our subsidiaries that guarantee our
unsecured revolving credit facility, our unsecured term loan facility and our existing 7.750% Senior Notes due 2020, or the existing
notes. The notes and the guarantees will rank equally in right of payment with all of our and the guarantors' existing and future senior
indebtedness, including our unsecured revolving credit facility, our unsecured term loan facility and the existing notes, and will rank
senior in right of payment to any of our and the guarantors' existing and future indebtedness that is subordinated to the notes. The notes
will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of
the collateral securing such indebtedness. The notes and the guarantees will be structurally subordinated to all liabilities of any of our
subsidiaries that do not guarantee the notes. We will issue the notes only in registered form in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

The notes will not be listed on any securities exchange or automated dealer quotation system. There will be no public market for
the notes.

Investing in the notes involves risks. Before buying any notes you should carefully read this entire prospectus supplement
and the accompanying prospectus and the documents incorporated by reference herein and therein, including the section of
this prospectus supplement entitled "Risk Factors" beginning on page S-15, the section of the accompanying prospectus
entitled "Risk Factors" beginning on page 5 and the "Risk Factors" section of our Annual Report on Form 10-K for the year
ended December 31, 2011 and, to the extent applicable, our Quarterly Reports on Form 10-Q.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Per

Note

Total

Public offering price (1)

99.998%
$349,993,000
Underwriting discount

0.750%
$ 2,625,000
Proceeds, before expenses, to us

99.248%
$347,368,000

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(1) Plus accrued and unpaid interest from August 8, 2012 if settlement occurs after that date.

We expect that delivery of the notes will be made on or about August 8, 2012 in book-entry form through the facilities of The
Depository Trust Company.

Joint Book-Running Managers

Joint Lead Managers
Goldman, Sachs & Co.

RBC Capital Markets

KeyBanc Capital Markets

Co-Managers
US Bancorp

UMB Financial Services, Inc.
The date of this prospectus supplement is August 1, 2012
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You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the
accompanying prospectus, and any free writing prospectus we may authorize to be delivered to you. Neither we nor the
underwriters have authorized any person to provide you with different or additional information. If anyone provides you with
different or additional information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus
supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein
and therein is accurate only as of their respective dates or as of other dates which are specified in those documents, regardless
of the time of delivery of this prospectus supplement or of any of the notes. Our business, financial condition, results of
operations and prospects may have changed since those dates.

TABLE OF CONTENTS

Prospectus Supplement

Page
About this Prospectus Supplement
S-1

Incorporation of Certain Information By Reference
S-1

Cautionary Statement Concerning Forward-Looking Statements
S-3

Non-GAAP Financial Measures
S-5

Prospectus Supplement Summary
S-6

Risk Factors
S-15
Use of Proceeds
S-22
Capitalization
S-24
Description of Notes
S-25
Certain U.S. Federal Income Tax Considerations
S-43
Underwriting
S-49
Legal Matters
S-54
Experts
S-54
Where You Can Find More Information
S-54

Prospectus

About this Prospectus
1

Incorporation of Certain Information By Reference
2

Cautionary Statement Concerning Forward-Looking Statements
3

Risk Factors
5

The Company
5

Use of Proceeds
5

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Share Distributions
6

Description of Shares of Beneficial Interest
7

Description of Depositary Shares
15
Description of Warrants
19
Description of Debt Securities
21
Description of Units
31
Description of Certain Provisions of Maryland Law and EPR's Declaration of Trust and Bylaws
34
U.S. Federal Income Tax Considerations
39
Selling Security Holders
60
Plan of Distribution
60
Legal Matters
63
Experts
63
Where You Can Find More Information
63

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ABOUT THIS PROSPECTUS SUPPLEMENT

We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which
provides the specific details regarding this offering. The second part is the accompanying prospectus, which provides more general
information, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus are part of a
registration statement that we filed with the Securities and Exchange Commission (the "SEC") utilizing the SEC's "shelf" registration
process. The prospectus supplement, which describes certain matters relating to us and the specific terms of this notes offering, adds
to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein.
Generally, when we refer to this "prospectus," we are referring to both documents combined. Both this prospectus supplement and the
accompanying prospectus include important information about us, our debt securities and other information you should know before
investing in our notes. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely
on the information contained in this prospectus supplement.

Before you invest in the notes, you should read the registration statement of which this document forms a part and this document,
including the documents incorporated by reference herein that are described under the heading "Incorporation of Certain Information
by Reference."

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. We are not making an offer of the notes in any jurisdiction where the offer is not permitted.
Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about
and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be
used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation.

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal
or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related
advice regarding the purchase of the notes. We are not making any representation to you regarding the legality of an investment in the
notes by you under applicable investment or similar laws.

References to "we," "us," "our," "EPR" or the "Company" refer to Entertainment Properties Trust. When we refer to our
"Declaration of Trust" we mean Entertainment Properties Trust's Amended and Restated Declaration of Trust, including the articles
supplementary for each series of preferred shares, as amended. When we refer to our "Bylaws" we mean Entertainment Properties
Trust's Amended and Restated Bylaws. The term "you" refers to a prospective investor.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

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 supplement and the accompanying prospectus. Any statement contained in a document which is incorporated by reference
in this prospectus supplement or the accompanying prospectus is automatically updated and superseded if information contained in
this prospectus supplement, the accompanying 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 supplement:

1. Our Annual Report on Form 10-K for the year ended December 31, 2011 (including information specifically incorporated

by reference into our Annual Report on Form 10-K from our Proxy Statement for our 2011 Annual Meeting of
Shareholders);

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2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and our Quarterly Report on Form 10-Q for the

quarter ended June 30, 2012; and

3. Our Current Report on Form 8-K filed on January 6, 2012, and our Current Report on Form 8-K filed on May 25, 2012.

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 this prospectus supplement and prior to the
termination of the offering of the securities covered by this prospectus supplement, are incorporated by reference herein.

To obtain a free copy of any of the documents incorporated by reference in this prospectus supplement (other than exhibits,
unless they are specifically incorporated by reference in the documents) please contact us at:

Investor Relations Department
Entertainment Properties Trust
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(816) 472-1700/FAX (816) 472-5794
Email: [email protected]

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 supplement, the accompanying
prospectus or any free writing prospectus.

As you read these documents, you may find some differences in information from one document to another. You should assume
that the information appearing in the prospectus supplement, the accompanying prospectus or any free writing prospectus is accurate
only as of the date on their respective covers, and you should assume the information appearing in any document incorporated or
deemed to be incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus is
accurate only as of the date that document was filed with the SEC. Our business, financial condition, results of operations and
prospects may have changed since those dates.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

With the exception of historical information, this prospectus supplement and the accompanying prospectus and our reports filed
under the Exchange Act and incorporated by reference in this prospectus supplement and the accompanying 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," "hope," "anticipate," "goal," "forecast," "expects," "pipeline," "anticipates," estimates," "offers,"
"plans," "would" or other similar expressions or other comparable terms, or by discussions of strategy, plans or intentions.

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;

· Continuing volatility in the financial markets;

· Adverse changes in our credit ratings;

· An increase in interest rates;

· The duration or outcome of litigation, or other factors outside of the litigation, relating to our significant investment in a

planned casino and resort development which may cause the development to be indefinitely delayed or cancelled;

· 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 or by any overbuilding of megaplex theatres in

their markets;

· Our ability to renew maturing leases with theatre tenants on terms comparable to prior leases and/or our ability to lease any

re-claimed space from some of our larger theatres at economically favorable terms;

· Risks of operating in the entertainment industry;

· Our ability to compete effectively;

· A single tenant represents a substantial portion of our lease revenue;

· A single tenant leases or is the mortgagor of all our investments related to metropolitan ski areas and a single tenant leases a

significant number of our public charter school properties;

· The ability of our public charter school tenants to comply with their charters and continue to receive funding from state or
other regulatory authorities, the approval by applicable governing authorities of substitute operators to assume control of any

failed public charter schools and our ability to negotiate the terms of new leases with such substitute tenants on acceptable
terms, and our ability to complete collateral substitutions as applicable;

· Risks associated with use of leverage to acquire properties;

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· Financing arrangements that require lump-sum payments;

· 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 real estate investment trust for U.S. federal income tax purposes ("REIT");

· 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, operating or financing properties for which the tenant's, mortgagor's or our operations may be

impacted by weather conditions and climate change;

· Risks associated with the ownership of vineyards and wineries;

· Risks associated with security breaches and other disruptions;

· Fluctuations in interest rates;

· 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 on page S-15 of this prospectus supplement, the "Risk
Factors" section on page 5 of the accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for the
year ended December 31, 2011 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 supplement and the accompanying prospectus.

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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 supplement or
the accompanying 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 supplement or the accompanying prospectus may
not occur and actual results, performance or achievements could differ materially from those anticipated or implied in the forward-
looking statements.

NON-GAAP FINANCIAL MEASURES

The body of accounting principles generally accepted in the United States is commonly referred to as "GAAP." For this purpose,
a non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future financial
performance, financial position or cash flows, but excludes or includes amounts that would not be so adjusted in the most comparable
GAAP measures. SEC rules regulate the use of non-GAAP financial measures. We use certain non-GAAP measures in this prospectus
supplement, including EBITDA and Adjusted EBITDA, and in certain of the documents incorporated by reference herein. These
non-GAAP measures may not be comparable to similarly titled measures reported by other companies, due to differences in the way
we calculate such measures. Additionally, these non-GAAP financial measures are not a measurement of financial performance or
liquidity under GAAP and should not be considered an alternative to our other financial information determined in accordance with
GAAP. Such measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes
for analysis of our results of operations or cash flows as reported under GAAP. For a reconciliation of these non-GAAP measures to
comparable GAAP measures see "Prospectus Supplement Summary -- Summary Historical Financial and Other Data" in this
prospectus supplement and the reconciliations that accompany any non-GAAP measures presented in the documents incorporated by
reference herein.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary may not contain all of the information that is important to you. Before making a decision to purchase the
notes, you should carefully read this entire prospectus supplement and the accompanying prospectus, especially the "Risk
Factors" section beginning on page S-15 of this prospectus supplement, the "Risk Factors" section beginning on page 5 of the
accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31,
2011 and incorporated by reference herein, as well as the "Risk Factors" section in our Quarterly Reports on Form 10-Q, to the
extent applicable, as well as the financial statements and related notes and other information incorporated by reference in this
prospectus supplement and in the accompanying prospectus. Unless otherwise indicated, financial information included in this
prospectus supplement is presented on a historical basis.

About EPR

We are a leading specialty real estate investment trust, or "REIT," with an investment portfolio that includes megaplex theatres,
entertainment retail centers (centers typically anchored by an entertainment component such as a megaplex theatre and containing
other entertainment-related or retail 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. 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. We are a self-administered REIT. As of June 30, 2012, we had total assets of approximately $3.2
billion (before accumulated depreciation of approximately $0.4 billion).

We group our investments into four reportable operating segments: entertainment; education; recreation; and other. We began
grouping our investments into these four segments for financial reporting purposes beginning with the quarterly period ended
March 31, 2012. Prior to the first quarter of 2012, we aggregated the financial information of all of our investments into one
reportable segment. The table below shows a breakdown of our total assets (after accumulated depreciation) as of June 30, 2012, and
total revenue for the six months ended June 30, 2012, respectively, for each of these four reportable segments (dollars in thousands):

Entertainment

Education

Recreation

Other

% of
% of
% of
% of

Amount
Total

Amount Total

Amount Total

Amount Total
Total Assets(1)
$1,765,830 62.3% $328,535 11.6% $377,105 13.3% $290,898 10.3%
Total Revenue
$ 119,772 76.4% $ 17,984 11.5% $ 15,365 9.8%
$
3,668 2.3%
(1) Excludes $71.3 million of assets included in our corporate/unallocated segment.

Entertainment. Our entertainment investments include megaplex movie theatre properties, entertainment retail centers, land
parcels leased to restaurants and retail operators adjacent to our theatre properties and other destination entertainment-related
investments. Our theatre properties, which represent most of our entertainment investments, are leased to prominent theatre operators,
including American Multi-Cinema ("AMC"), Regal Cinemas, Cinemark, Muvico Entertainment, Rave Motion Pictures and Southern
Theatres.

For the six months ended June 30, 2012, approximately 33% of our total revenue and 43% of our entertainment segment total
revenue were derived from AMC. On May 20, 2012, AMC Entertainment Holdings, Inc., the indirect parent of AMC ("AMCE
Holdings"), announced that it had entered into an agreement with Dalian Wanda Group Co., Ltd. ("Wanda") pursuant to which Wanda
will acquire AMCE Holdings in a transaction valued at $2.6 billion. The parties announced that they expect the transaction to close
by September 2012, subject to the completion of customary closing conditions. If the transaction is completed, AMCE Holdings
would become a wholly-owned subsidiary of Wanda. Subsequent to June 30, 2012, the leases at four of our megaplex theatres located
in Canada were assumed by third-party operators and are no longer leased to AMC.

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