EPR Properties
08/17/2022 | Press release | Distributed by Public on 08/17/2022 09:39
Regulation FD Disclosure - Form 8-K
epr-20220817
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): August 17, 2022
EPR Properties
(Exact name of registrant as specified in its charter)
| Maryland | 001-13561 | 43-1790877 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 909 Walnut Street, | Suite 200 | |
| Kansas City, | Missouri | 64106 |
| (Address of principal executive offices) (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common shares, par value $0.01 per share | EPR | New York Stock Exchange |
| 5.75% Series C cumulative convertible preferred shares, par value $0.01 per share | EPR PrC | New York Stock Exchange |
| 9.00% Series E cumulative convertible preferred shares, par value $0.01 per share | EPR PrE | New York Stock Exchange |
| 5.75% Series G cumulative redeemable preferred shares, par value $0.01 per share | EPR PrG | New York Stock Exchange |
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. o
Item 7.01. Regulation FD Disclosure.
On August 17, 2022, Cineworld Group plc ("Cineworld"), the parent entity of entities that lease EPR Properties' Regal theatres, provided an update regarding its current trading, liquidity position and capital structure wherein Cineworld disclosed that it is "evaluating various strategic options to both obtain additional liquidity and potentially restructure its balance sheet through a comprehensive deleveraging transaction." EPR Properties intends to have discussions with investors, analysts and securities advisers in which it may disclose the following information which has not been previously disclosed by EPR Properties:
•Regal is current on all payments due to EPR Properties as of the filing hereof.
•EPR Properties is not in current negotiations with Regal or Cineworld regarding their obligations to EPR Properties.
The information provided herein is as of the date of this Current Report on Form 8-K and EPR Properties does not undertake any obligation to update this information or publicly announce any revisions to this information in the future, except as required by law. The information set forth in this Item 7.01 is being "furnished" and shall not be deemed "filed" for 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 EPR Properties' filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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.
| EPR PROPERTIES | |
| By: | /s/ Craig L. Evans |
| Craig L. Evans | |
| Executive Vice President, General Counsel and Secretary |
Date: August 17, 2022