UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2017

EPR Properties

(Exact name of registrant as specified in its charter)

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

(Address of principal executive office)(Zip Code)

(816) 472-1700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On May 23, 2017, EPR Properties (the “Company”) and certain of its subsidiaries, as guarantors (the “Guarantors”), completed the public offering of $450 million aggregate principal amount of the Company’s 4.500% Senior Notes due 2027 (the “Notes”). The Notes have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-211812), as supplemented by the prospectus supplement dated May 16, 2017, previously filed with the Securities and Exchange Commission under the Securities Act.

The Notes were issued (and the guarantees delivered) pursuant to an indenture, dated as of May 23, 2017 (the “Indenture”), among the Company, the Guarantors and UMB Bank, n.a., as trustee (the “Trustee”).

The Notes are senior unsecured obligations of the Company and are guaranteed (the “Guarantees”) by each of its subsidiaries that guarantee the Company’s unsecured revolving credit facility, unsecured term loan facility, 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, 4.560% Senior Notes due 2026 and 4.750% Senior Notes due 2026 (collectively, the “Existing Notes”). The Notes and the Guarantees rank equal in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness, including the Company’s unsecured revolving credit facility, unsecured term loan facility and the Existing Notes, and rank senior in right of payment to any of the Company’s and the Guarantors’ existing and future indebtedness that is subordinated to the Notes. The Notes are effectively subordinated to all of the Company’s 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 are structurally subordinated to all liabilities of any of the Company’s subsidiaries that do not guarantee the Notes.

The Notes accrue interest at a rate of 4.500% per year from May 23, 2017, payable semi-annually in arrears, until maturity or earlier redemption. The Company will pay interest on the Notes on June 1 and December 1 of each year, beginning December 1, 2017, to holders of record on the preceding May 15 and November 15, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. The Notes will mature on June 1, 2027 (the “Maturity Date”), unless earlier redeemed by the Company at its option.

The Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes, 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 March 1, 2027 (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.

The Company and its restricted subsidiaries are subject to certain negative covenants under the Indenture. The provisions of the Indenture limit the Company’s and its restricted subsidiaries’ ability to, among other things, (i) incur additional indebtedness and (ii) consolidate, merge or transfer substantially all of their assets. The Company and its restricted subsidiaries must also maintain total unencumbered assets of at least 150% of their unsecured debt.

The Indenture also contains customary events of default. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs and is continuing, the Trustee or holders of not less than 25% in principal amount of the then outstanding Notes may declare all of the Notes due and payable immediately.

The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are subject to, and qualified in their entirety by reference to, the Indenture and form of Note, which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

The information included under Item 1.01 hereof is incorporated by reference in this Item 2.03.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2017

INDEX TO EXHIBITS