Bond EPR Realty 4.95% ( US26884UAE91 ) in USD

EPR Realty

100.72 % ▼

United States

US26884UAE91 ( in USD )

4.95% per year ( payment 2 times a year)

14/04/2028

Prospectus brochure of the bond EPR Properties US26884UAE91 en USD 4.95%, maturity 14/04/2028

2 000 USD

400 000 000 USD

26884UAE9

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/04/2026 ( In 64 days )

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 US26884UAE91, pays a coupon of 4.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/04/2028

The Bond issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAE91, 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 US26884UAE91, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d507842d424b5.htm 424B5
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-211812
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Registration Fee(1)
4.950% Senior Notes due 2028

$400,000,000

98.883%

$395,532,000

$49,243.74

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 4, 2017)
$400,000,000

4.950% Senior Notes due 2028

We are offering $400,000,000 aggregate principal amount of 4.950% Senior Notes due 2028 (the "notes"). The notes will bear interest at the
rate of 4.950% per year. Interest on the notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on
October 15, 2018. The notes will mature on April 15, 2028.
We may redeem some or all of the notes at the applicable redemption price described in this prospectus supplement under "Description of
NotesOptional Redemption."
The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior
unsecured indebtedness, including our unsecured revolving credit facility, our unsecured term loan facility and our existing 5.750% Senior Notes
due 2022, 5.250% Senior Notes due 2023, 4.350% Senior Notes due 2024, 4.500% Senior Notes due 2025, 4.560% Senior Notes due 2026,
4.750% Senior Notes due 2026 and 4.500% Senior Notes due 2027 (collectively, the "existing notes"), and will rank senior in right of payment to
any of our existing and future indebtedness that is subordinated to the notes. The notes will be effectively subordinated to all of our existing and
future secured indebtedness to the extent of the value of the collateral securing such indebtedness and will be structurally subordinated to all
indebtedness and other liabilities, including trade payables, of our subsidiaries. We will 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-13,
the section of the accompanying prospectus entitled "Risk Factors" and the "Risk Factors" section of our
Annual Report on Form 10-K for the year ended December 31, 2017 and our other filings with the Securities
and Exchange Commission.
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)

98.883%
$395,532,000
Underwriting discount

0.650%
$
2,600,000
Proceeds to us (before expenses)

98.233%
$392,932,000

(1)
Plus accrued interest, if any, from April 16, 2018 if settlement occurs after that date.

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The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. There will be no public market
for the notes.
We expect that delivery of the notes will be made to purchasers through the book-entry delivery system of The Depository Trust Company
and its participants, Clearstream Banking, S.A., and Euroclear Bank SA/NV, on or about April 16, 2018.

Joint Book-Running Managers

Citigroup

J.P. Morgan

Barclays
Joint Lead Managers

KeyBanc Capital Markets

SunTrust Robinson Humphrey

BNP PARIBAS
Co-Managers

US Bancorp

BOK Financial Securities, Inc.
April 9, 2018
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, 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 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
Cautionary Statement Concerning Forward-Looking Statements
S-2
Prospectus Supplement Summary
S-5
Risk Factors
S-13
Use of Proceeds
S-19
Capitalization
S-20
Description of Notes
S-22
Supplemental U.S. Federal Income Tax Considerations
S-42
Underwriting (Conflicts of Interest)
S-44
Legal Matters
S-50
Experts
S-51
Where You Can Find More Information
S-52
Prospectus

Page
About this Prospectus

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

5
The Company

5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends

6
Use of Proceeds

7
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Description of Shares of Beneficial Interest

8
Description of Depositary Shares

16
Description of Warrants

20
Description of Debt Securities

22
Description of Units

33
Description of Certain Provisions of Maryland Law and EPR's Declaration of Trust and Bylaws

36
U.S. Federal Income Tax Considerations

42
Selling Security Holders

69
Plan of Distribution

70
Legal Matters

73
Experts

73
Where You Can Find More Information

73
ABOUT THIS PROSPECTUS SUPPLEMENT
We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which describes certain
matters relating to us and the specific terms of 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 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, the notes and other information you should know before investing in the notes. If
information in this prospectus supplement is inconsistent with the accompanying prospectus or any of the documents incorporated by reference,
you should rely on the information contained in this prospectus supplement.
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, as amended. The term "you" refers to a prospective
investor.

S-1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein
and 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 Securities Exchange Act of 1934, as amended (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 and financial condition.
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 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:

·
Global economic uncertainty and disruptions in financial markets;

·
Reduction in discretionary spending by consumers;

·
Adverse changes in our credit ratings;

·
Fluctuations in interest rates;

·
The duration or outcome of litigation, or other factors outside of litigation such as project financing, relating to our significant

investment in a planned casino and resort development which may cause the development to be indefinitely delayed or canceled;

·
Unsuccessful development, operation, financing or compliance with licensing requirements of the planned casino and resort

development by the third-party lessee;

·
Risks related to overruns for the construction of common infrastructure at our planned casino and resort development for which we

would be responsible;

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·
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;

·
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;

·
Risks associated with a single tenant representing a substantial portion of our lease revenues;

·
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 collateral substitutions as applicable;

·
The ability of our build-to-suit education tenants to achieve sufficient enrollment within expected timeframes and therefore have

capacity to pay their agreed upon rent, including the ability of our early education tenant, Children's Learning Adventure, to
successfully negotiate a restructuring and secure capital necessary to achieve positive cash flow;

S-2
·
Risks associated with the recent criminal indictments against one of our waterpark mortgagors and certain related parties, which may

negatively impact the likelihood of repayment of the related mortgage loans secured by the waterpark and other collateral;

·
Risks relating to our tenants' exercise of purchase options or borrowers' exercise of prepayment options related to our education

properties;

·
Risks associated with our level of indebtedness;

·
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;

·
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;

·
Our reliance on a limited number of employees, the loss of which could harm operations;

·
Risks associated with security breaches and other disruptions;

·
Changes in accounting standards that may adversely affect our consolidated financial statements;

·
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 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;

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

·
Risks of environmental liability;

·
Risks associated with the relatively illiquid nature of our real estate investments;

·
Risks 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 development, redevelopment and expansion of properties and the acquisition of other real estate related

companies;

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

·
Fluctuations in the market prices for our shares;

S-3

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

·
Policy changes obtained without the approval of our shareholders;

·
Equity issuances that could dilute the value of our shares;

·
Future offerings of debt or equity securities, which may rank senior to our common 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 of this prospectus supplement, the "Risk Factors" section of the
accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2017 and our other
filings with the SEC, 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. Except as required by law, 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.

S-4
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 of this
prospectus supplement, the "Risk Factors" section of the accompanying prospectus and the "Risk Factors" section of our Annual Report on
Form 10-K for the year ended December 31, 2017 and our other filings with the SEC, 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 Properties
We are a leading specialty real estate investment trust, or "REIT," with an investment portfolio that includes primarily entertainment,
recreation and education 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. Our investments are generally structured as long-term, triple-net leases that
require the tenants to pay substantially all expenses associated with the operation and maintenance of the property, or as long-term mortgages
with economics similar to our triple-net lease structure. We are a self-administered REIT. As of December 31, 2017, our total assets were
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424B5
approximately $6.2 billion (after accumulated depreciation of approximately $0.7 billion).
We group our investments into four reportable operating segments: Entertainment, Recreation, Education and Other. The table below
shows a breakdown of our total assets (after accumulated depreciation) as of December 31, 2017, and total revenue for the year ended
December 31, 2017, respectively, for each of these four reportable operating segments (dollars in thousands):

Entertainment

Recreation

Education

Other

% of
% of
% of
% of

Amount total

Amount total

Amount total

Amount total
Total Assets(1)
$2,380,129 38.9% $2,102,041 34.4% $1,429,992 23.4% $199,052 3.3%
Total Revenue(2)
$ 288,268 50.3% $ 161,503 28.1% $ 114,578 20.0% $
9,162 1.6%

(1)
Excludes $80.3 million of assets included in our corporate/unallocated segment.
(2)
Excludes $2.5 million of revenue included in our corporate/unallocated segment.
Entertainment. Our entertainment investments include investments in megaplex theatre properties, entertainment retail centers (which
include additional megaplex theatre 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, Southern Theatres and Cineplex. For the year ended December 31, 2017, approximately 19.9% of our total revenue and
39.7% of our Entertainment segment total revenue were derived from AMC.
Recreation. Our recreation investments include investments in ski properties, attractions, golf entertainment complexes and other
recreation facilities.
Education. Our education investments include investments in public charter school properties, early education centers and K-12 private
schools.

S-5
Other. Our other investments consist primarily of the land under ground lease, property under development and land held for
development related to the Resorts World Catskills (formerly Adelaar) casino and resort project in Sullivan County, New York.
Recent Developments
Investments
As of April 6, 2018, our investment spending in our operating segments since December 31, 2017 totaled approximately $111.8 million,
and included investments in each of the following three reportable operating segments.

·
Entertainment--investment spending since December 31, 2017 totaled approximately $25.5 million and related primarily to

spending on build-to-suit development and redevelopment of megaplex theatres, entertainment retail centers and family
entertainment centers as well as $7.4 million for the acquisition of a megaplex theatre.

·
Recreation--investment spending since December 31, 2017 totaled approximately $63.4 million and related primarily to spending

on build-to-suit development of golf entertainment complexes and an indoor waterpark hotel as well as $18.1 million for the
acquisition of two other recreation facilities.

·
Education--investment spending since December 31, 2017 totaled approximately $22.9 million and related primarily to

build-to-suit development and redevelopment of public charter schools, early education centers and private schools.
Redemption of 7.750% Senior Notes due 2020
As previously disclosed, on February 28, 2018, we redeemed all of the outstanding 7.750% Senior Notes due 2020. The notes were
redeemed at a price equal to the principal amount of $250.0 million plus a premium calculated pursuant to the terms of the indenture of
$28.6 million (which will be expensed in the first quarter of 2018), together with accrued and unpaid interest up to, but not including the
redemption date.
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Prepayment of Mortgage Note Payable
As previously disclosed, subsequent to December 31, 2017, we prepaid in full a mortgage note payable totaling $11.7 million that was
secured by a theatre property.
Corporate Information
Our principal offices are located at 909 Walnut Street, 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 supplement, the accompanying prospectus or any other report or document we
file with or furnish to the SEC.

S-6
The Offering
The summary below describes the principal terms of the notes and is not intended to be complete. Certain of the terms and conditions
described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus supplement
contains a more detailed description of the terms and conditions of the notes. For purposes of this section entitled "--The Offering" and the
section entitled "Description of Notes," references to "we," "us," "our," the "Company" or "EPR" refer only to EPR Properties and not to
its subsidiaries.

Issuer
EPR Properties.
Securities Offered
$400,000,000 aggregate principal amount of 4.950% Senior Notes due 2028.
Maturity Date
The notes will mature on April 15, 2028, unless earlier redeemed by us at our option.
Interest
The notes will accrue interest at a rate of 4.950% per year from April 16, 2018, payable semi-annually
in arrears, until maturity or earlier redemption.
Interest Payment Dates
April 15 and October 15 of each year, commencing October 15, 2018.
Optional Redemption
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. If the notes are redeemed on or after January 15, 2028 (three months prior to the
maturity date), the redemption price will be 100% of the principal amount of the notes being redeemed
plus accrued and unpaid interest, up to, but excluding, the redemption date. See "Description of Notes--
Optional Redemption."
No Initial Guarantees
None of our subsidiaries will initially guarantee the notes. However, certain of our domestic subsidiaries
will be obligated to guarantee the notes under certain circumstances. See "Description of Notes--Certain
Covenants--Guarantees."
Ranking
The notes will be our senior unsecured obligations, will rank equal in right of payment with all of our
existing and future senior unsecured indebtedness, including our unsecured revolving credit facility, our
unsecured term loan facility and our existing notes, and will rank senior in right of payment to all of our
existing and future subordinated indebtedness. The notes will be effectively subordinated to all of our
existing and future secured indebtedness to the extent of the value of the collateral securing such
indebtedness and will be structurally subordinated to all indebtedness and other liabilities, including
trade payables, of our subsidiaries. As of December 31, 2017, we had $3.0 billion of outstanding
indebtedness (excluding accounts payable and accrued liabilities, unearned rents and interest, and
indebtedness of our subsidiaries), none of which was secured, and our subsidiaries collectively had
indebtedness (including certain accounts payable and accrued liabilities, and certain unearned rents and
interest) of $77.9 million, of which $36.7 million was secured, in each case, excluding intercompany
indebtedness.
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Certain Covenants
The indenture governing the notes contains certain covenants that, among other things, restrict our
ability and the ability of our restricted subsidiaries to:
· ?incur debt; and

S-7
· ?merge, consolidate or transfer all or substantially all of our assets.
We and our restricted subsidiaries will also be required to maintain total unencumbered assets of at least
150% of our unsecured debt.
These covenants are subject to a number of important exceptions and qualifications. See "Description of
Notes--Certain Covenants."
No Public Market
The notes are a new issue of securities with no established trading market. We do not intend to apply for
listing of the notes on any securities exchange or for quotation of the notes on any automated dealer
quotation system. The underwriters have advised us that they intend to make a market in the notes, but
they are not obligated to do so and may discontinue any market-making at any time without notice.
Accordingly, there can be no assurance as to the development or liquidity of any market for the notes.
See "Underwriting (Conflicts of Interest)."
Book-Entry Form
We will issue the notes in the form of one or more fully registered global notes registered in the name of
the nominee of The Depository Trust Company, or DTC. Beneficial interests in the notes will be
represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as
direct and indirect participants in DTC. Clearstream Banking, S.A., or Clearstream, and Euroclear Bank,
SA/NV, or Euroclear, will hold interests on behalf of their participants through their respective U.S.
depositaries, which in turn will hold such interests in accounts as participants of DTC. Except in the
limited circumstances described in this prospectus supplement, owners of beneficial interests in the notes
will not be entitled to have notes registered in their names, will not receive or be entitled to receive notes
in definitive form and will not be considered holders of notes under the indenture. The notes will be
issued only in denominations of $2,000 and multiples of $1,000 in excess thereof. See "Description of
Notes--Book Entry Delivery and Settlement."
Additional Issuances
We may, without the consent of or notice to holders of the notes, issue additional notes from time to time
in the future, provided that such additional notes must be treated as part of the same issue for U.S.
federal income tax purposes as the notes offered hereby.
Use of Proceeds
The net proceeds to us from the sale of the notes offered hereby are expected to be approximately $391.8
million, after deducting the underwriting discount and our estimated offering expenses. We intend to use
the net proceeds from this offering to reduce the outstanding principal balance of our unsecured
revolving credit facility. Such application of net proceeds will increase the amounts available under our
unsecured revolving credit facility, which we intend to use for general business purposes, including
funding our ongoing pipeline of acquisition and build-to-suit projects. Pending application of any portion
of the net proceeds from this offering to the uses described above, we may invest such proceeds in
interest-bearing accounts and short-term interest-bearing securities which are consistent with our
qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). See "Use of
Proceeds."
Conflicts of Interest
Certain of the underwriters or their affiliates act as lenders and/or agents under our unsecured revolving
credit facility and, accordingly, may receive an amount in

S-8
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424B5
excess of 5% of the net proceeds from this offering. See "Use of Proceeds" and "Underwriting (Conflicts
of Interest)."
Risk Factors
Investing in the notes involves risks. See the "Risk Factors" section beginning on page S-13 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,
2017 and our other filings with the SEC, for other information you should consider before deciding to
invest in the notes.
Tax Consequences
The U.S. federal income tax consequences of purchasing, owning and disposing of the notes are
summarized in "Supplemental U.S. Federal Income Tax Considerations" on page S-42 of this prospectus
supplement and "U.S. Federal Income Tax Considerations" on page 42 of the accompanying prospectus.
Trustee
UMB Bank, n.a.
Governing Law
State of New York

S-9
Summary Financial Data
The following table sets forth summary consolidated financial data as of the dates and for the periods indicated. The summary
consolidated balance sheet data as of December 31, 2017 and 2016, and the summary consolidated operating statement data for each of the
years in the three-year period ended December 31, 2017, have been derived from our audited consolidated financial statements, which are
incorporated by reference in this prospectus supplement. The summary consolidated balance sheet data as of December 31, 2015 have been
derived from our consolidated financial statements, which are not included or incorporated by reference in this prospectus supplement.
Our historical results are not necessarily indicative of future performance or results of operations. The summary consolidated financial
data should be read in conjunction with, and is qualified in its entirety by reference to, the financial statements, related notes and schedules
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K
for the year ended December 31, 2017, and incorporated by reference in this prospectus supplement.

S-10
Operating Statement Data:

Year Ended December 31,

(Dollars in thousands)

2017

2016

2015

Rental revenue

$468,648
$399,589
$330,886
Tenant reimbursements

15,555
15,595
16,320
Other income

3,095

9,039

3,629
Mortgage and other financing income

88,693
69,019
70,182

Total revenue

575,991
493,242
421,017
Property operating expense

31,653
22,602
23,433
Other expense

242

5

648
General and administrative expense

43,383
37,543
31,021
Retirement severance expense

--

--
18,578
Costs associated with loan refinancing or payoff

1,549

905

270
Gain on early extinguishment of debt

(977)

--

--
Interest expense, net

133,124
97,144
79,915
Transaction costs

$
523
$
7,869
$
7,518
Impairment charges

10,195

--

--
https://www.sec.gov/Archives/edgar/data/1045450/000119312518113215/d507842d424b5.htm[4/11/2018 10:16:35 AM]

424B5
Depreciation and amortization

132,946
107,573
89,617

Income before equity in income from joint ventures and other
items

223,353
219,601
170,017
Equity in income from joint ventures

72

619

969
Gain on sale of real estate

41,942

5,315
23,829

Income before income taxes

265,367
225,535
194,815
Income tax expense

(2,399)

(553)

(482)

Income from continuing operations

$262,968
$224,982
$194,333
Discontinued operations:

Income from discontinued operations

--

--

199

Net income attributable to EPR Properties

262,968
224,982
194,532
Preferred dividend requirements

(24,293)
(23,806)
(23,806)
Preferred share redemption costs

(4,457)

--

--

Net income available to common shareholders of EPR Properties
$234,218
$201,176
$170,726

Balance Sheet Data:

As of December 31,

(Dollars in thousands)

2017

2016

2015

Net real estate investments

$ 4,895,552
$ 3,915,402
$ 3,427,729
Mortgage notes and related accrued interest receivable, net

970,749

613,978

423,780
Investment in direct financing leases, net

57,903

102,698

190,880
Total assets

6,191,493
4,865,022
4,217,270
Dividends payable

30,185

26,318

24,352
Debt

3,028,827
2,485,625
1,981,920
Total liabilities

3,264,168
2,679,121
2,143,402
Equity

2,927,325
2,185,901
2,073,868

S-11
Other Financial Data:

Year Ended December 31,

2017
2016
2015
Ratio of earnings to fixed charges(1)

2.5x
2.9x
2.5x

(1)
For purposes of computing the ratio of earnings to fixed charges, (a) "earnings" is the sum of income from continuing operations before
adjustment for income or loss from equity investees, plus fixed charges (excluding capitalized interest) and (b) "fixed charges" consist
of interest expensed and capitalized and amortized premiums, discounts and capitalized expenses related to indebtedness. The ratios are
based solely on historical financial information and no pro forma adjustments have been made.

S-12
RISK FACTORS
Investment in the notes involves a high degree of risk. You should carefully consider the risks and uncertainties described below as well as
other information contained in or incorporated by reference in this prospectus supplement before making an investment decision, including the
risks described in the "Risk Factors" section of the accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K
for the year ended December 31, 2017 and our other filings with the SEC. The risks and uncertainties described below and incorporated herein by
reference are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently consider immaterial
may also adversely affect us. See "Cautionary Statement Concerning Forward-Looking Statements." If any of the events described in the risk
factors below occur, our business, financial condition, operating results and prospects could be materially adversely affected, which in turn could
https://www.sec.gov/Archives/edgar/data/1045450/000119312518113215/d507842d424b5.htm[4/11/2018 10:16:35 AM]

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