EPR Properties refinances into $1.6B credit facility, extends maturity and cuts rates

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.

The outstanding principal balance of loans under the New Revolving Credit Facility bears interest based on either a daily floating rate or a term rate, at the Company’s option. Floating rate loans under the New Revolving Credit Facility may be based on a Base Rate (as defined below) or a daily simple Secured Overnight Financing Rate (“SOFR”) rate or the relevant benchmark for the currency borrowed, plus an applicable margin. Term rate loans under the New Revolving Credit Facility are based on term SOFR or the relevant benchmark for the currency borrowed, with an interest period of one-, three- or six-months, at the Company’s option, plus an applicable margin.

The Company may draw on the New Term Loan Facility during a delayed draw availability period ending on January 17, 2027, in up to five separate drawings of not less than the lesser of $20.0 million and the remaining undrawn commitment. The amount available to be drawn under the New Term Loan Facility is automatically and permanently reduced as loans are funded under the facility, any undrawn amount under the facility terminates at the end of the availability period and amounts repaid or prepaid under the facility may not be reborrowed.

The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.

EPR Properties (NYSE: EPR) today announced that it has entered into a Fifth Amended, Restated and Consolidated Credit Agreement, governing an amended and restated $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The new facilities replace the Company’s existing $1.0 billion senior unsecured revolving credit facility. The new facilities provide for an initial maximum principal amount of borrowing availability of $1.6 billion with an "accordion" feature under which the Company may increase the total maximum principal amount available by $1.0 billion, to a total of $2.6 billion, subject to lender consent and customary conditions.

The amendments to the revolving credit facility (i) extend the maturity date from October 2, 2028 to July 17, 2030, with two six-month extension options, subject to paying additional fees and the satisfaction of customary conditions, (ii) generally reduce the interest rate payable on outstanding loans, and (iii) modify the asset value calculations under certain financial covenants to include the Company’s expected cash proceeds from the sale of its common shares under qualified forward equity contracts.

The new delayed draw term loan facility provides for an initial committed amount of $600.0 million that may be drawn upon prior to January 17, 2027, subject to earlier termination, and matures on January 17, 2032.