Bond EPR Realty 5.25% ( US26884UAA79 ) in USD

EPR Realty

100 % ▼

United States

US26884UAA79 ( in USD )

5.25% per year ( payment 2 times a year)

14/07/2023 - Bond has expired

Prospectus brochure of the bond EPR Properties US26884UAA79 in USD 5.25%, expired

1 000 USD

275 000 000 USD

26884UAA7

BB+ ( Non-investment grade speculative )

Baa3 ( Lower medium grade - Investment-grade )

EPR Properties is a publicly traded real estate investment trust (REIT) specializing in the ownership and management of experiential retail properties, including entertainment, education, and recreation venues.

The Bond issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAA79, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2023

The Bond issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAA79, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAA79, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE

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

Registered

Per Share

Offering Price

Registration Fee(1)
5.250% Senior Notes due 2023

$275,000,000

100%

$275,000,000

$37,510
Guarantees of 5.250% Senior Notes due 2023

(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. 333-189023
Prospectus supplement
(To prospectus dated June 3, 2013)

$275,000,000
5.250% Senior Notes due 2023
Interest payable January 15 and July 15
Issue Price: 99.546%
We are offering $275,000,000 aggregate principal amount of 5.250% Senior Notes due 2023, or the notes. The notes wil bear interest at the rate of
5.250% per year. Interest on the notes wil be payable semi-annual y in arrears on January 15 and July 15 of each year, beginning on January 15,
2014. The notes wil mature on July 15, 2023.
We may redeem some or all of 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 wil be our senior unsecured obligations and wil 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 and 5.750% Senior Notes due 2022, or, col ectively, the
existing notes. The notes and the guarantees wil rank equal y in right of payment with al 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 wil 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 wil be effectively subordinated
to al of our and the guarantors' existing and future secured indebtedness to the extent of the value of the col ateral securing such indebtedness. The
notes and the guarantees wil be structural y subordinated to al liabilities of any of our subsidiaries that do not guarantee the notes. We wil issue the
notes only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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, 2012 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.

Proceeds,

Public offering
Underwriting
before expenses,

price(1)

discount

to us

Per note

99.546%

0.650%

98.896%

Total

$ 273,751,500
$ 1,787,500
$ 271,964,000

(1) Plus accrued and unpaid interest from June 18, 2013 if settlement occurs after that date.
The notes wil not be listed on any securities exchange or automated dealer quotation system. There wil be no public market for the notes.
We expect that delivery of the notes wil be made on or about June 18, 2013 in book-entry form through the facilities of The Depository Trust Company.
Joint Book-Running Managers

J.P. Morgan
Citigroup
RBC Capital Markets

Joint Lead Managers

Barclays

KeyBanc Capital Markets
Co-Managers

US Bancorp

UMB Financial Services, Inc.
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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 the respective dates of 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-24

Capitalization

S-26

Description of notes

S-27

Supplemental U.S. federal income tax considerations

S-48

Underwriting

S-56

Legal matters

S-62

Experts

S-62

Where you can find more information

S-62

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 Dividends

6

Description of Shares of Beneficial Interest

6

Description of Depositary Shares

14

Description of Warrants

18

Description of Debt Securities

19

Description of Units

30

Description of Certain Provisions of Maryland Law and EPR's Declaration of Trust and Bylaws

33

U.S. Federal Income Tax Considerations

38

Selling Security Holders

61

Plan of Distribution

62

Legal Matters

64

Experts

64

Where You Can Find More Information

64

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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. This 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. General y, 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 prospectus forms a part and this prospectus, 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 EPR Properties. When we refer to our "Declaration of Trust" we mean EPR
Properties' 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 EPR Properties' Amended and Restated Bylaws. The term "you" refers to a prospective investor.
Incorporation of certain information by reference
The SEC al ows 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

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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 automatical y 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, 2012 (including information specifically incorporated by reference into our
Annual Report on Form 10-K from our Proxy Statement for our 2013 Annual Meeting of Shareholders);
2. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013; and
3. Our Current Reports on Form 8-K filed on March 14, 2013, May 15, 2013 and June 13, 2013.
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 specifical y
incorporated by reference in the documents) please contact us at:
Investor Relations Department
EPR Properties
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 wil occur. You can identify forward-looking statements by use of words such as "wil 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 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;

· The downgrade of the U.S. Government's credit rating and any future downgrade of the U.S. Government's credit rating;

· Fluctuations in interest rates;

· The duration or outcome of litigation, or other factors outside of litigation, relating to our significant investment in a planned casino and resort
development which may cause the development to be indefinitely delayed or cancelled;

· 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 on 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 revenues;

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· A single tenant leases or is the mortgagor of a substantial portion of 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 local, state and federal
governments, 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 col ateral substitutions as
applicable;

· Risks associated with use of leverage to acquire properties;

· 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 concentration and lack of diversification of our investment portfolio;

· Our continued qualification as a real estate investment trust for U.S. federal income tax purposes;

· The ability of our subsidiaries to satisfy their obligations;

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

· Risks associated with security breaches and other disruptions;

· 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, including 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 wel 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;

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· Risks associated with owning assets in foreign countries;

· Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by weather
conditions and climate change;

· Risks associated with the ownership of vineyards and wineries;

· 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, 2012 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.
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 general y 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 non-GAAP measures 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. Additional y, 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 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, 2012 and incorporated by reference herein, as well as any "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 primarily includes entertainment, education and
recreation 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, excel ent executions, attractive economics and an
advantageous market position. Substantial y all of our owned single-tenant properties are leased pursuant to long-term, triple-net leases, under
which the tenants typical y pay all operating expenses of the property. Tenants at our owned multi-tenant properties are typical y required to pay
common area maintenance charges to reimburse us for their pro-rata portion of these costs. We are a self-administered REIT. As of March 31,
2013, we had total assets of approximately $3.3 bil ion (before accumulated depreciation of approximately $0.4 bil ion).
We group our investments into four reportable operating segments: entertainment, education, recreation and other. The table below shows a
breakdown of our total assets (after accumulated depreciation) as of March 31, 2013, and total revenue for the three months ended March 31,
2013, respectively, for each of these four reportable operating segments (dollars in thousands):

Entertainment
Education
Recreation
Other
% of
% of
% of
% of

Amount
total Amount
total Amount
total Amount total

Total Assets(1)
$1,814,656 61.5% $392,265 13.3% $444,316 15.1% $228,453 7.7%
Total Revenue
$
61,954 74.3% $ 11,114 13.3% $ 9,464 11.4% $
818 1.0%

(1) Excludes $72.1 million of corporate/unallocated assets.
Entertainment. Our entertainment investments include megaplex theatres, entertainment retail centers (centers typical y anchored by an
entertainment component such as a megaplex theatre or live performance venue and containing other entertainment-related or retail properties),
family entertainment centers and other retail parcels. Our theatre properties, which represent most of our entertainment investments, are leased to
prominent theatre operators, including American Multi-Cinema ("AMC"), Regal Cinemas, Cinemark, Cineplex, Carmike Cinemas and Southern
Theatres.

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For the three months ended March 31, 2013, approximately 25.9% of our total revenue and 34.8% of our entertainment segment revenue were
derived from rental payments by AMC. For the three months ended March 31, 2013, approximately 12.8% of our total revenue and 17.2% of our
entertainment segment revenue were derived from our four entertainment retail centers in Ontario, Canada.
Education. Our education investments consist of investments in public charter schools and early childhood education centers. At March 31, 2013,
affiliates of Imagine Schools, Inc. ("Imagine") were the lessees of 61.9% of our education segment properties (including properties under
construction). For the three months ended March 31, 2013, approximately 8.5% of our total revenue and 63.6% of our education segment total
revenue were derived from Imagine.
Recreation. Our recreation investments include investments in metropolitan ski parks, water-parks and golf entertainment complexes.
Other. Our other investments include undeveloped land inventory, wineries and vineyards. At March 31, 2013, undeveloped land inventory
includes $193.3 mil ion related to the land held for development in Sul ivan County, New York. We are in the process of sel ing our portfolio of
winery and vineyard assets. As of March 31, 2013, the net book value of the remaining winery and vineyard assets was $30.8 mil ion.
Recent developments
Investments
Our investment spending in our operating segments since March 31, 2013 totals approximately $58.8 mil ion, and includes investments in each of
our four reportable operating segments.

· Entertainment--investment spending since March 31, 2013 totals approximately $17.6 mil ion, and relates primarily to investments in build-to-suit
construction of megaplex theatres and other entertainment properties subject to long-term triple net leases.

· Education--investment spending since March 31, 2013 totals approximately $25.6 mil ion, and relates primarily to investments in build-to-suit
construction of public charter schools and early childhood education centers subject to long-term triple net leases or long-term mortgage
agreements. Under the terms of our master lease with Imagine, Imagine has the right to exchange closed public charter school properties for
properties that are acceptable to us (i.e., unoccupied schools for occupied schools that are acceptable from an underwriting basis). On May 17,
2013, Imagine exercised its right under the master lease, and we exchanged three unoccupied St. Louis, Missouri schools for three occupied
schools located in Ohio. In conjunction with this exchange, we completed a $3.3 mil ion acquisition of a public charter school property located in
Columbia, South Carolina that is leased under our long-term triple net master lease with Imagine.

· Recreation--investment spending since March 31, 2013 totals approximately $14.9 mil ion, and relates primarily to investments in build-to-suit
construction of golf-entertainment complexes subject to long-term triple net leases or long-term mortgage agreements, as wel as funding under
our mortgage notes for improvements at existing ski and water-park properties.

· Other--investment spending since March 31, 2013 totals approximately $0.7 mil ion.

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