Obligation EPR Realty 4.75% ( US26884UAC36 ) en USD

EPR Realty

100.292 % ▲

Etas-Unis

US26884UAC36 ( en USD )

4.75% par an ( paiement semestriel )

15/12/2026

Prospectus brochure de l'obligation EPR Properties US26884UAC36 en USD 4.75%, échéance 15/12/2026

2 000 USD

450 000 000 USD

26884UAC3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/06/2026 ( Dans 125 jours )

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

L'Obligation émise par EPR Realty ( Etas-Unis ) , en USD, avec le code ISIN US26884UAC36, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2026

L'Obligation émise par EPR Realty ( Etas-Unis ) , en USD, avec le code ISIN US26884UAC36, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par EPR Realty ( Etas-Unis ) , en USD, avec le code ISIN US26884UAC36, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d304796d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(1)
4.750% Senior Notes due 2026

$450,000,000

98.429%

$442,930,500

$51,335.65
Guarantees of 4.750% Senior Notes due 2026

(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.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-211812

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 3, 2016)

$450,000,000

4.750% Senior Notes due 2026

We are offering $450,000,000 aggregate principal amount of 4.750% Senior Notes due 2026 (the "notes"). The notes will bear interest at the
rate of 4.750% per year. Interest on the notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June
15, 2017. The notes will mature on December 15, 2026.

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 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, 5.750% Senior Notes due 2022, 5.250% Senior
Notes due 2023, 4.350% Senior Notes due 2024, 4.500% Senior Notes due 2025 and 4.560% Senior Notes due 2026 (collectively, the "existing
notes"). The notes and the guarantees will rank equally in right of payment with all of our and the guarantors' existing and future senior
indebtedness, including our unsecured revolving credit facility, our unsecured term loan facility and the existing notes, and will rank senior in right
of payment to any of our and the guarantors' existing and future indebtedness that is subordinated to the notes. The notes will be effectively
subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such
indebtedness. The notes and the guarantees will be structurally subordinated to all liabilities of any of our subsidiaries that do not guarantee the
notes. We will issue the notes only in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

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, 2015 and, to the extent applicable, our
subsequent Quarterly Reports on Form 10-Q.

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

Per Note

Total

Public offering price(1)

98.429%
$442,930,500
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
Underwriting discount

0.650%
$
2,925,000
Proceeds to us (before expenses)

97.779%
$440,005,500

(1) Plus accrued interest, if any, from December 14, 2016 if settlement occurs after that date.

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 December 14, 2016.

Joint Book-Running Managers
Citigroup
J.P. Morgan
RBC Capital Markets

Joint Lead Managers
KeyBanc Capital Markets
US Bancorp

Co-Managers
Stifel
BNP PARIBAS
UMB Financial Services, Inc.
BOK Financial Securities, Inc.

December 7, 2016.
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-1
Prospectus Supplement Summary
S-4
Risk Factors
S-13
Use of Proceeds
S-20
Capitalization
S-21
Description of Notes
S-22
Supplemental U.S. Federal Income Tax Considerations
S-42
Underwriting (Conflicts of Interest)
S-43
Legal Matters
S-49
Experts
S-49
Where You Can Find More Information
S-49
Prospectus

Page
About This Prospectus

1
Cautionary Statement Concerning Forward-Looking Statements

2
Risk Factors

5
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
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
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

41
Selling Security Holders

68
Plan of Distribution

69
Legal Matters

72
Experts

72
Where You Can Find More Information

72

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.

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 cancelled;

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

by the third-party lessee;

· The financing of common infrastructure costs for the planned casino and resort development;
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5

· The proposed transaction with CNL Lifestyle Properties, Inc. presents certain risks to our business, financial condition, results of

operations and cash flows;

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

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

S-1
Table of Contents

· 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;

· Risks relating to our tenants' exercise of purchase options or borrowers' exercise of prepayment options related to public charter school

properties;

· 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;

· 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;

· 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;

S-2
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
Table of Contents
· 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 of 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;

· 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, 2015 and, to the
extent applicable, our subsequent 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. 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-3
Table of Contents
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, 2015 and, to the extent applicable, our subsequent Quarterly Reports on Form 10-Q, 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,
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, 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 September 30, 2016, our total assets were approximately $4.6 billion (after
accumulated depreciation of approximately $0.6 billion).

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 September 30, 2016, and total revenue for the nine months ended September
30, 2016, 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)
$2,125,337 46.0%
$1,180,344 25.5% $1,073,502 23.2% $191,512 4.1%
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
Total Revenue(2)
$
202,249 55.8% $
80,032 22.1% $
71,728 19.8% $
6,447 1.8%

(1) Excludes $50.3 million of assets included in our corporate/unallocated segment.
(2) Excludes $2.0 million of revenue included in our corporate/unallocated segment.

Entertainment. Our entertainment investments include megaplex theatres, entertainment retail centers (centers typically anchored by an
entertainment component such as a megaplex theatre and containing other entertainment-related or retail properties), 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, Carmike Cinemas, Southern Theatres and Cineplex. For the nine months
ended September 30, 2016, approximately 18.0% of our total revenue and 32.3% of our Entertainment segment total revenue were derived from
AMC.

Education. Our education investments include investments in public charter schools, K-12 private schools and early childhood education
centers.

Recreation. Our recreation investments include investments in golf entertainment complexes, water-parks and metro ski parks.

Other. Our other investments consist primarily of land under lease and land held for development related to the Adelaar casino and resort
project in Sullivan County, New York.

S-4
Table of Contents
Recent Developments
Investments

As of December 2, 2016, our investment spending in our operating segments since September 30, 2016 totaled approximately $111.6 million,
and included investments in each of our four reportable operating segments.

· Entertainment--investment spending since September 30, 2016 totaled approximately $47.9 million, and related primarily to the

acquisition of one theatre property and spending on build-to-suit development and redevelopment of megaplex theatres, entertainment
retail centers and family entertainment centers.

· Education--investment spending since September 30, 2016 totaled approximately $33.6 million, and related primarily to spending on

build-to-suit development and redevelopment of public charter schools, early education centers and private schools as well as the
acquisition of one early education center.

· Recreation--investment spending since September 30, 2016 totaled approximately $30.0 million, and related primarily to spending on

build-to-suit development of golf entertainment complexes and waterparks as well as the redevelopment of a ski park.

· Other--investment spending since September 30, 2016 totaled approximately $0.1 million and was related to the Adelaar casino and resort

project in Sullivan County, New York.

CNL Transaction

On November 2, 2016, the Company entered into a definitive Purchase and Sale Agreement with CNL Lifestyle Properties, Inc. ("CNL
Lifestyle") and funds affiliated with Och-Ziff Real Estate ("OZRE"). The agreement provides for the Company's acquisition of the Northstar
California Ski Resort, 15 attraction properties (waterparks and amusement parks) and five small family entertainment centers for aggregate
consideration valued at approximately $456 million. The Company anticipates earning an average initial cash yield of 9.35% on its purchase of the
Northstar California Ski Resort and the attraction properties, based on leases currently in place or expected to be in place at the time of closing.
Additionally, the Company has agreed to provide approximately $244 million of five-year secured debt financing to OZRE for the purchase of 14
CNL Lifestyle ski properties valued at approximately $374 million. The Company's aggregate investment in this transaction is projected to be
valued at approximately $700 million and is expected to be funded with approximately $647 million of the Company's common shares and $53
million of cash before pro-rations, transaction costs and closing adjustments, a portion of which is expected to be included in the secured debt
financing to OZRE. The Company expects to borrow an estimated $62 million (the estimated $53 million cash purchase price plus an estimated $9
million in transaction costs) under its unsecured revolving credit facility at closing. Additionally, the Company has also agreed to fund 65% of pre-
approved, future property improvements with such advances capped at $52 million. All OZRE financing will bear interest at 8.5%.

The Company's common share consideration is subject to a two-way collar between $68.25 and $82.63 per share. If the Company's volume
weighted average share price over the ten trading days ending on the second trading day prior to close (the "Average EPR Share Price") increases
between the signing of the agreement and the closing, CNL Lifestyle will receive fewer shares until the Average EPR Share Price reaches $82.63,
at which point the number of shares will be fixed at approximately 7.8 million. Conversely, if the Company's share price decreases between
signing and closing, CNL Lifestyle will receive more shares until the Average EPR Share Price reaches $68.25, at which point the number of shares
will be fixed at approximately 9.5 million. Post-transaction, CNL Lifestyle will own between approximately 11% and 13% of the Company's pro
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
forma common shares outstanding before distributing the shares to the CNL Lifestyle stockholders.

This transaction is subject to customary closing conditions, including the approval of the transaction by stockholders holding a majority of
the outstanding shares of common stock of CNL Lifestyle and various third party consents and governmental permits. It is anticipated that this
transaction will close in early second quarter of 2017; however, there can be no assurances as to the actual closing or the timing of the closing.

S-5
Table of Contents
In addition, the Company and OZRE, on a joint and several basis, will be required to pay a reverse termination fee of $60.0 million plus
reimbursement of expenses incurred after June 10, 2016 (up to $10.0 million) to CNL Lifestyle if the Purchase and Sale Agreement is terminated
because the Company and OZRE fail to close the transaction as required under the agreement after the conditions to the obligations to close have
been satisfied or waived.

Portfolio Investment

We are currently in negotiations with a borrower (the "School Borrower") regarding potential mortgage loans of up to $145.0 million secured
by a portfolio of early childhood education centers and private schools. The investment is expected to consist of an initial loan of $100.0 million
secured by 20 properties, followed by one or more additional loans in an aggregate amount of up to $45.0 million to be used by the School
Borrower to acquire up to an additional eight properties. Each of the loans will be fully secured by the entire portfolio of properties and subject to
cross-default provisions. The mortgage loans are expected to mature in 25 years, with five five-year renewal terms at the option of the School
Borrower. During the first ten years of the term of the mortgage loans, the School Borrower will have the option to convert the mortgage loans into
triple-net leases of the properties. This transaction is anticipated to close in December 2016 and is contingent upon the negotiation and execution of
the definitive agreements, due diligence and other customary closing conditions. We cannot assure you that the transaction will be completed on
the terms described above or at all.

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
Table of Contents
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
$450,000,000 aggregate principal amount of 4.750% Senior Notes due 2026.

Maturity Date
The notes will mature on December 15, 2026, unless earlier redeemed by us at our option.

Interest
The notes will accrue interest at a rate of 4.750% per year from December 14, 2016,
payable semi-annually in arrears, until maturity or earlier redemption.

Interest Payment Dates
June 15 and December 15 of each year, commencing June 15, 2017.

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 September 15, 2026 (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
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
interest, up to, but excluding, the redemption date. See "Description of Notes--Optional
Redemption."

Guarantees
The notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured
basis by our current and future subsidiaries that guarantee our unsecured revolving credit
facility, our unsecured term loan facility and our existing 7.750% Senior Notes due 2020,
5.750% Senior Notes due 2022, 5.250% Senior Notes due 2023, 4.350% Senior Notes due
2024, 4.500% Senior Notes due 2025 and 4.560% Senior Notes due 2026 (collectively, the
"existing notes"). See "Description of Notes--Guarantees."

Ranking
The notes will be our and the guarantors' general senior unsecured obligations, will rank
equal in right of payment with all of our and the guarantors' existing and future senior
indebtedness, including our unsecured revolving credit facility, our unsecured term loan
facility and our existing notes, and will rank senior in right of payment to all of our and the
guarantors' existing and future subordinated indebtedness. However, the notes will be
effectively subordinated to all secured indebtedness to the extent of the value of the
collateral securing such indebtedness. The notes will also be structurally subordinated to
the indebtedness and other obligations of the non-guarantor subsidiaries with respect to the
assets of such entities.

S-7
Table of Contents
The non-guarantor subsidiaries accounted for approximately $53.7 million, or 14.8%, of
our total revenues and approximately $24.3 million, or 14.6%, of our net income for the
nine months ended September 30, 2016. The non-guarantor subsidiaries accounted for

approximately $573.7 million, or 12.4%, of our total assets and approximately $206.4
million, or 8.5%, of our total liabilities as of September 30, 2016. Excluded from these
total revenues, net income, total assets and total liabilities are certain intercompany
balances that are eliminated in consolidation.

As of September 30, 2016, we and the guarantor subsidiaries had no outstanding secured
indebtedness, and the non-guarantor subsidiaries had approximately $202.4 million of

outstanding secured indebtedness. As of September 30, 2016, the guarantor subsidiaries
had guaranteed indebtedness in the amount of approximately $2.0 billion.

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.

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.
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5
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

S-8
Table of Contents
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 $438.8 million, after deducting the underwriting discount and our estimated
offering expenses. We intend to use the net proceeds from this offering to repay the
outstanding principal balance of our unsecured revolving credit facility and the remaining
amount of net proceeds for general business purposes, which may include funding our
ongoing pipeline of acquisition and build-to-suit projects, including the opportunity
described under "Prospectus Supplement Summary--Recent Developments--Portfolio
Investment." 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 excess of
5% of the net proceeds from this offering. Such payments constitute a "conflict of interest"
under Rule 5121 of the Financial Industry Regulatory Authority ("FINRA"). As required
by FINRA Rule 5121, no sale of the notes offered hereby will be made by any affected
underwriter to an account over which it exercises discretion without the prior specific
written consent of the account holder. 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, 2015 and, to the extent applicable, our subsequent
Quarterly Reports on Form 10-Q, 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

S-9
Table of Contents
Income Tax Considerations" on page S-42 of this prospectus supplement and "U.S. Federal

Income Tax Considerations" on page 41 of the accompanying prospectus.

Trustee
UMB Bank, n.a.
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

424B5

Governing Law
State of New York

S-10
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, 2015 and 2014, and the summary consolidated operating statement data for each of the years in the three-
year period ended December 31, 2015, 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 September 30, 2016, and the summary consolidated operating
statement data for the nine months ended September 30, 2016 and 2015, 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 September 30, 2015 and
December 31, 2013 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. Our results for the nine month period ended
September 30, 2016 are not necessarily indicative of the results that may be expected for a full year or 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, 2015 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, respectively,
and incorporated by reference in this prospectus supplement.

Operating Statement Data:

Nine Months Ended

September 30,

Year Ended December 31,

(dollars in thousands)

2016

2015

2015

2014

2013

(unaudited)

Rental revenue
$292,115 $240,306 $330,886 $286,673 $248,709
Tenant reimbursements

11,577 11,986 16,320 17,663 18,401
Other income

5,812
2,416
3,629
1,009
1,682
Mortgage and other financing income

52,907 54,321 70,182 79,706 74,272

Total revenue
362,411 309,029 421,017 385,051 343,064
Property operating expense

16,687 17,623 23,433 24,897 26,016
Other expense

5
533
648
771
658
General and administrative expense

27,309 22,920 31,021 27,566 25,613
Retirement severance expense

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

905
261
270
301
6,166
Gain on early extinguishment of debt

--
--
--
--
(4,539)
Interest expense, net

70,310 59,123 79,915 81,270 81,056
Transaction costs

4,881
6,818
7,518
2,452
1,955
Provision for loan losses

--
--
--
3,777
--
Depreciation and amortization

79,222 64,702 89,617 66,739 53,946

Income before equity in income from joint ventures and other items
163,092 118,471 170,017 177,278 152,193
Equity in income from joint ventures

501
701
969
1,273
1,398
Gain on sale or acquisition, net

3,885 23,829 23,829
1,209
3,017
Gain on previously held equity interests

--
--
--
--
4,853
Gain on sale of investment in a direct financing lease

--
--
--
220
--

Income before income taxes
167,478 143,001 194,815 179,980 161,461
Income tax benefit (expense)

(637)
(1,418)
(482)
(4,228) 14,176

Income from continuing operations
$166,841 $141,583 $194,333 $175,752 $175,637

S-11
Table of Contents
Nine Months Ended
https://www.sec.gov/Archives/edgar/data/1045450/000119312516788499/d304796d424b5.htm[12/8/2016 4:34:39 PM]

Document Outline

#1">
- #1">