Obbligazione EPR Realty 3.75% ( US26884UAF66 ) in USD

Emittente EPR Realty
Prezzo di mercato refresh price now   100 USD  ▲ 
Paese  Stati Uniti
Codice isin  US26884UAF66 ( in USD )
Tasso d'interesse 3.75% per anno ( pagato 2 volte l'anno)
Scadenza 15/08/2029



Prospetto opuscolo dell'obbligazione EPR Properties US26884UAF66 en USD 3.75%, scadenza 15/08/2029


Importo minimo 2 000 USD
Importo totale 500 000 000 USD
Cusip 26884UAF6
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating Baa3 ( Lower medium grade - Investment-grade )
Coupon successivo 15/02/2026 ( In 7 giorni )
Descrizione dettagliata EPR Properties č una societā di investimento immobiliare statunitense specializzata in proprietā essenziali per settori come l'istruzione, l'assistenza sanitaria e la giustizia.

The Obbligazione issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAF66, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/08/2029

The Obbligazione issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAF66, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by EPR Realty ( United States ) , in USD, with the ISIN code US26884UAF66, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231909
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)
3.750% Senior Notes due 2029

$500,000,000

99.168%

$495,840,000

$60,095.81


(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231909

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 3, 2019)

$500,000,000
3.750% Senior Notes due 2029



We are offering $500,000,000 aggregate principal amount of 3.750% Senior Notes due 2029 (the "notes"). The notes will bear interest at the rate of
3.750% per year. Interest on the notes will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15,
2020. The notes will mature on August 15, 2029.

We may redeem some or all of the notes at the applicable redemption price described in this prospectus supplement under "Description of Notes--
Optional 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,
4.500% Senior Notes due 2027 and 4.950% Senior Notes due 2028 (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, 2018 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)

99.168%
$495,840,000
Underwriting discount

0.650%
$
3,250,000
Proceeds to us (before expenses)

98.518%
$492,590,000

(1) Plus accrued interest, if any, from August 15, 2019 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 August 15, 2019.



Joint Book-Running Managers
Citigroup Barclays BofA Merrill Lynch
RBC Capital Markets




Joint Lead Managers
KeyBanc Capital Markets
Stifel
SunTrust Robinson Humphrey



Co-Managers
BNP PARIBAS

US Bancorp

August 8, 2019
Table of Contents
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
Summary
S-5
Risk Factors
S-13
Use of Proceeds
S-19
Capitalization
S-20
Description of Notes
S-21
Supplemental U.S. Federal Income Tax Considerations
S-40
Underwriting (Conflicts of Interest)
S-41
Legal Matters
S-47
Experts
S-47
Where You Can Find More Information
S-47

Prospectus



Page
About this Prospectus

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

5
The Company

6
Use of Proceeds

7
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
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U.S. Federal Income Tax Considerations

42
Selling Security Holders

71
Plan of Distribution

72
Legal Matters

75
Experts

75
Where You Can Find More Information

75

i
Table of Contents
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
Table of Contents
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;


· 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 on terms comparable to prior leases and/or our ability to locate substitute leases for these properties on

economically favorable terms;


· Risks of operating in the entertainment industry;

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· 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;

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

pay their agreed upon rent;

· The ability of our early childhood education tenant, Children's Learning Adventure, to successfully transition our properties to one or more third

party operators;


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


· Risks associated with our dependence on third-party managers to operate certain of our recreation anchored lodging properties;


· Risks associated with our level of indebtedness;


· Risks associated with use of leverage to acquire properties;


· Financing arrangements that require lump-sum payments;

S-2
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· 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 and related tax matters;


· 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 the employment of personnel by managers of our recreation anchored lodging properties;


· Risks associated with security breaches and other disruptions;


· Changes in accounting standards that may adversely affect our 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 or other customers, 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;


· 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;
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· 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;


· 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;

S-3
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· Risks associated with changes in foreign exchange rates; 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, 2018 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
Table of Contents
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, 2018 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 June 30, 2019, our total assets were approximately $6.7 billion (after accumulated depreciation of
approximately $1.0 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 June 30, 2019, and total revenue for the six months ended June 30, 2019,
respectively, for each of these four reportable operating segments (dollars in thousands):



Entertainment


Recreation


Education


Other

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% of
% of
% of
% of


Amount total

Amount total

Amount total

Amount total
Total Assets(1)
$2,838,006 42.0% $2,361,764 35.0% $1,322,527 19.6% $198,239 2.9%
Total Revenue(2)
$ 165,979 48.8% $ 105,290 30.9% $
62,754 18.4% $
5,641 1.7%

(1) Excludes $26.1 million of assets included in our corporate/unallocated segment.
(2) Excludes $0.6 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) and other entertainment properties. Our theatre properties, which represent most of our entertainment
investments, are leased to prominent theatre operators, including American Multi-Cinema, Regal Cinemas, Cinemark, Southern Theatres and
Cineplex.
Recreation. Our recreation investments include investments in ski areas, attractions, golf entertainment complexes and other recreation
properties.
Education. Our education investments include investments in public charter school properties, early education centers and private schools.
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 project in Sullivan County, New York.

S-5
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Recent Developments
2022 Notes Tender Offer
On August 8, 2019, we announced the commencement of a cash tender offer (the "Tender Offer") for any and all of our 5.750% unsecured
senior notes due 2022 (the "2022 notes"), subject to the relevant terms and conditions set forth in the Offer to Purchase related to the Tender Offer.
The Tender Offer will expire at 5:00 p.m., New York City time, on August 14, 2019, unless the Tender Offer is extended or earlier terminated. On the
date hereof, $350.0 million aggregate principal amount of the 2022 notes was outstanding. We intend to use the net proceeds from this offering
principally to refinance any and all of the 2022 notes pursuant to the Tender Offer, by redemption or otherwise, and the balance of net proceeds, if any,
will be used for general corporate purposes, which may include the reduction of the outstanding balance on 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. We anticipate settlement of the Tender Offer will
occur substantially concurrent with the closing of this offering.
The consummation of the Tender Offer is conditioned upon the completion of this offering and the satisfaction of certain customary general
conditions described in the Offer to Purchase related to the Tender Offer. The consummation of this offering is not conditioned on the completion of
the Tender Offer or the tender of any specific amount of the 2022 notes. We cannot provide any assurance that the Tender Offer will be consummated
or, if consummated, of the principal amount of the 2022 notes that will be tendered. To the extent that the Tender Offer is not consummated or not
subscribed in full, we intend to use the net proceeds from this offering to finance a portion of the repurchase or redemption of some or all of the 2022
notes.
This prospectus supplement and the accompanying prospectus do not constitute an offer by us to purchase or a solicitation of an offer to sell, or
a notice of redemption for, any of the 2022 notes.
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.

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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
$500,000,000 aggregate principal amount of 3.750% Senior Notes due 2029.

Maturity Date
The notes will mature on August 15, 2029, unless earlier redeemed by us at our option.

Interest
The notes will accrue interest at a rate of 3.750% per year from August 15, 2019, payable
semi-annually in arrears, until maturity or earlier redemption.

Interest Payment Dates
February 15 and August 15 of each year, commencing February 15, 2020.

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 May 15,
2029 (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 June 30, 2019, we had $3.2 billion of outstanding indebtedness
(excluding accounts

S-7
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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 $92.8 million, of which $43.6 million was secured, in each case, excluding
intercompany indebtedness.

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


· 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.
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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.

S-8
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Use of Proceeds
The net proceeds to us from the sale of the notes offered hereby are expected to be
approximately $491.2 million, after deducting the underwriting discount and our estimated
offering expenses.

We intend to use the net proceeds from this offering principally to refinance any and all of
the 2022 notes pursuant to the Tender Offer, by redemption or otherwise, and the balance of
net proceeds, if any, will be used for general corporate purposes, which may include the
reduction of the outstanding balance on 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. To the extent the
Tender Offer is not consummated or not subscribed in full, we intend to use the net proceeds
from this offering to finance a portion of the repurchase or redemption of some or all of the
2022 notes. 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 or may hold the 2022 notes and may elect to participate in the Tender
Offer and, accordingly, may receive an amount in excess of 5% of the net proceeds from this
offering. See "Use of Proceeds" and "Underwriting (Conflicts of Interest)."

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-40 of
the prospectus supplement and "U.S. Federal Income Tax Considerations" on page 42 of the
accompanying prospectus.
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Trustee
UMB Bank, n.a.

Governing Law
State of New York

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, 2018 and our other filings with the SEC, for other
information you should consider before deciding to invest in the notes.

S-9
Table of Contents
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, 2018 and 2017, and the summary consolidated operating statement data for each of the years in the three-year
period ended December 31, 2018, 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 June 30, 2019, and the summary consolidated operating statement data for
the six months ended June 30, 2019 and 2018, have been derived from our unaudited consolidated financial statements, which are incorporated by
reference in this prospectus supplement. The summary consolidated balance sheet data as of June 30, 2018 and December 31, 2016 has 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. Our results for the six month period ended
June 30, 2019 are not necessarily indicative of the results that may be expected for a full year or for any other period.
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, 2018 and our Quarterly Report on Form 10-Q for the six months ended June 30,
2019, respectively, and incorporated by reference in this prospectus supplement.

S-10
Table of Contents
Operating Statement Data:

Six Months Ended


June 30,

Year Ended December 31,

(dollars in thousands except per share data)

2019

2018

2018

2017

2016

Rental revenue
$308,053 $269,943 $556,363 $484,203 $415,184
Other income

6,070
1,276
2,076
3,095
9,039
Mortgage and other financing income
26,117 86,616 142,292 88,693 69,019




















Total revenue
340,240 357,835 700,731 575,991 493,242
Property operating expense
30,564 14,898 30,756 31,653 22,602
Other expense

8,091
--
443
242
5
General and administrative expense
24,360 25,300 48,889 43,383 37,543
Retirement severance expense

--
--
5,938
--
--
Litigation settlement expense

--
2,090
2,090
--
--
Costs associated with loan refinancing or payoff

-- 31,958 31,958
1,549
905
Gain on early extinguishment of debt

--
--
--
(977)
--
Interest expense, net
70,104 68,416 135,507 133,124 97,144
Transaction costs
12,046
1,014
3,698
523
7,869
Impairment charges

-- 16,548 27,283 10,195
--
Depreciation and amortization
82,098 75,266 153,430 132,946 107,573




















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424B5
Income before equity in income (loss) from joint ventures and other items 112,977 122,345 260,739 223,353 219,601
Equity in income (loss) from joint ventures

959
(37)
(22)
72
619
Gain on sale of real estate
16,102
473
3,037 41,942
5,315
Gain on sale of investment in a direct financing lease

--
--
5,514
--
--




















Income before income taxes
130,038 122,781 269,268 265,367 225,535
Income tax benefit (expense)

1,905
(1,662)
(2,285)
(2,399)
(553)




















Net income
$131,943 121,119 $266,983 $262,968 $224,982
Preferred dividend requirements
(12,068) (12,072) (24,142) (24,293) (23,806)
Preferred share redemption costs

--
--
--
(4,457)
--




















Net income available to common shareholders of EPR Properties
$119,875 $109,047 $242,841 $234,218 $201,176




















Per share data attributable to EPR Properties common shareholders:





Basic and diluted earnings per share data:










Net income available to common shareholders
$
1.59 $
1.47 $
3.27 $
3.29 $
3.17




















Shares used for computation (in thousands):





Basic
75,426 74,238 74,292 71,191 63,381
Diluted
75,467 74,273 74,337 71,254 63,474

S-11
Table of Contents
Balance Sheet Data:



As of June 30,

As of December 31,

(dollars in thousands)

2019

2018

2018

2017

2016

Net real estate investments
$ 5,598,246 $ 4,853,188 $ 5,024,057 $ 4,604,231 $ 3,595,762
Mortgage notes and related accrued interest receivable, net

550,131
641,428
517,467
970,749
613,978
Investment in direct financing leases, net

20,675
58,305
20,558
57,903
102,698
Total assets

6,746,655
6,104,224
6,131,390
6,191,493
4,865,022
Dividends payable

35,118
32,801
32,799
30,185
26,318
Debt

3,216,623
2,983,975
2,986,054
3,028,827
2,485,625
Total liabilities

3,701,757
3,218,256
3,266,367
3,264,168
2,679,121
Equity

3,044,898
2,885,968
2,865,023
2,927,325
2,185,901

S-12
Table of Contents
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, 2018 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 adversely affect our ability to repay the notes.
Our indebtedness may affect our ability to operate our business and may have a material adverse effect on our financial condition and results of
operations. We may incur additional indebtedness, including secured indebtedness.
We have a significant amount of indebtedness. As of June 30, 2019, we had total debt outstanding of approximately $3.2 billion. After giving effect
to the sale of $500.0 million aggregate principal amount of notes offered hereby and the application of proceeds therefrom, we would have had total debt
outstanding of approximately $3.2 billion.
Our indebtedness could have important consequences, such as:

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