Item 2.02. Results of Operations and Financial Condition.
On July 13, 2021, EPR Properties (the "Company") issued a press release
announcing resumption of its monthly cash dividend to its common shareholders
following termination of the Covenant Relief Period as described below under
Item 8.01 and providing an update on property openings and cash collections. The
Company's press release is attached as Exhibit 99.1 hereto and is incorporated
by reference in this Item 2.02.
The information set forth in Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1, is being "furnished" and shall not be deemed "filed" for
the purposes of or otherwise subject to liabilities under Section 18 of the
Securities Exchange Act of 1934, as amended, and shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 8.01. Other Events.
As previously disclosed, the Company entered into a series of amendments to its
credit agreement (the "Credit Agreement") governing its $1.0 billion senior
unsecured revolving credit facility (the "Revolving Credit Facility") and senior
unsecured term loan facility (the "Term Loan Facility") and its note purchase
agreement (the "Note Purchase Agreement") governing the terms of its outstanding
4.35% Series A Notes due 2024 and its 4.56% Series B Notes due 2026
(collectively, the "Private Placement Bonds") to modify certain provisions of
these agreements in light of the financial and operational impacts of the
COVID-19 pandemic on the Company and its tenants and borrowers. The amendments
to the Credit Agreement and the Note Purchase Agreement increased the applicable
interest rate spreads and facility fee for the Revolving Credit Facility,
increased the applicable interest rate spreads for the Term Loan Facility and
increased the interest rates of the Private Placement Bonds during the "Covenant
Relief Period" (as such term is defined in the Credit Agreement and Note
Purchase Agreement). The amendments to the Credit Agreement and the Note
Purchase Agreement also provided relief from compliance with certain financial
covenants and imposed certain restrictions on the Company during the Covenant
Relief Period, including limitations on certain investments, incurrences of
indebtedness, capital expenditures, payment of dividends or other distributions
and stock repurchases, and maintenance of a minimum liquidity amount, in each
case subject to certain exceptions.
Under the Credit Agreement and Note Purchase Agreement, the Covenant Relief
Period was scheduled to end on the earlier of (i) December 31, 2021, in the case
of the Credit Agreement, and October 1, 2021 (subject to extension to January 1,
2022), in the case of the Note Purchase Agreement, and (ii) the date on which
the Company provided notice electing to terminate the Covenant Relief Period,
together with evidence that the Company would have been in compliance with the
financial covenants under the Credit Agreement and Note Purchase Agreement at
the end of the most recently ended fiscal quarter even if the Covenant Relief
Period had not been in effect for such fiscal quarter.
On July 12, 2021, the Company provided notice under the Credit Agreement and
Note Purchase Agreement of the Company's election to terminate the Covenant
Relief Period early, together with the evidence described above of the Company's
compliance with the applicable financial covenants for the quarter ended June
30, 2021. As a result, effective July 13, 2021, the increased interest rates
under the Credit Agreement and Note Purchase Agreement described above returned
to the previous levels under these agreements resulting in a reduction of
approximately 100 basis points on the Revolving Credit Facility and Term Loan
Facility and approximately 125 basis points on the Private Placement Bonds, in
each case based on the Company's current credit ratings. In addition, the relief
from compliance with certain financial covenants and certain additional
restrictions imposed on the Company during the Covenant Relief Period under
these agreements described above terminated effective July 13, 2021.
Following termination of the Covenant Relief Period, the Company resumed its
monthly cash dividends to its common shareholders and its Board of Trustees
declared a cash dividend of $0.25 per common share payable on August 16, 2021 to
shareholders of record on July 30, 2021.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release, dated July 13, 2021, issued by EPR Properties.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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