EPR Properties filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
$EPR
Real Estate Investment Trusts
Real Estate
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): July 17, 2026
(Exact name of registrant as specified in its charter)
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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).
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Item 1.01. Entry into a Material Agreement.
On July 17, 2026, EPR Properties (the “Company”) entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the “Amended Credit Agreement”) providing for a $1.0 billion senior unsecured revolving credit facility (the “New Revolving Credit Facility”) and a $600.0 million senior unsecured delayed draw term loan facility (the “New Term Loan Facility”) with KeyBank National Association (“KeyBank”), as administrative agent, and the other agents and lenders party thereto.
The Amended Credit Agreement amended, restated and replaced the Company’s Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024 (as amended, the “Prior Credit Agreement”), among the Company, as borrower, KeyBank, as administrative agent, and the other agents and lenders party thereto. The amendments to the Prior Credit Agreement, among other things: (i) extend the maturity date of the revolving credit facility; (ii) generally reduce the interest rate payable on outstanding loans under the revolving credit facility; (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; (iv) split the prior revolving credit facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size; and (v) add the New Term Loan Facility.
The Amended Credit Agreement provides for an initial maximum principal amount of $1.6 billion, comprised of an initial maximum principal amount of $1.0 billion available under the New Revolving Credit Facility (which includes a $300.0 million stand-alone foreign currency revolving credit facility and a shared $100.0 million U.S. and foreign currency letter-of-credit subfacility) and an initial maximum principal amount of $600.0 million available under the New Term Loan Facility. The Amended Credit Agreement contains an “accordion” feature under which the Company may increase the total maximum principal amount available under the Amended Credit Agreement (under the New Revolving Credit Facility and the New Term Loan Facility on a consolidated basis) by $1.0 billion, to a total of $2.6 billion. If the Company exercises all or any portion of the $1.0 billion accordion feature referenced above, the resulting increase in the New Revolving Credit Facility or the New Term Loan Facility, as applicable, may have a shorter or longer maturity date and different pricing terms. Any exercise of the accordion feature requires the consent of each lender participating in the increased facility.
The New Revolving Credit Facility matures on July 17, 2030, subject to two six-month extensions (for a total of 12 months) exercisable at the Company’s option. The Company’s exercise of an extension option is subject to the absence of any default under the Amended Credit Agreement and the Company’s compliance with certain conditions, including the payment of extension fees to the lenders under the New Revolving Credit Facility. The New Term Loan Facility matures on January 17, 2032.
The full $1.0 billion of borrowing availability under the New Revolving Credit Facility was available at closing, approximately $360.0 million of which was used to repay indebtedness under the Company’s prior revolving credit facility. The full $600.0 million of borrowing availability under the New Term Loan Facility was available at closing. 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 Company’s ability to obtain revolving credit advances and delayed term loans under the Amended Credit Agreement is contingent upon certain conditions, including the absence of a default under the Amended Credit Agreement. Revolving credit loan proceeds and delayed term loans may be used for general business purposes, including the acquisition of real estate and other permitted investments.
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 foregoing daily floating or term interest rates are increased by a spread (applicable margin) based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table below. The Company also pays a facility fee on the total facility amount ($1.0 billion or, upon the exercise of the “accordion” feature described above, the resulting increased amount), which fee is calculated by multiplying the total facility amount by a fluctuating annual rate based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table
below. The New Revolving Credit Facility does not require payment of an unused line fee on the unused portion of the New Revolving Credit Facility.
| S&P/Fitch ratings | Moody’s ratings | Base rate spread | SOFR spread | Facility fee | ||||||||||
| ≥ A- | ≥ A3 | 0.00% | 0.675% | 0.125% | ||||||||||
| = BBB+ | = Baa1 | 0.00% | 0.725% | 0.15% | ||||||||||
| = BBB | = Baa2 | 0.00% | 0.800% | 0.20% | ||||||||||
| = BBB- | = Baa3 | 0.00% | 1.00% | 0.25% | ||||||||||
| ≤ BB+ | ≤ Ba1 | 0.35% | 1.35% | 0.30% | ||||||||||
During any period that the Company has received credit ratings from any of the three rating agencies set forth in the table above which are not equivalent, pricing will be determined by the highest of the credit ratings, provided that the next highest credit rating is only one level below that of the highest credit rating. If the next highest credit rating is more than one level below that of the highest credit rating, pricing will be determined by the credit rating one level higher than the second highest credit rating.
Delayed term loans under the New Term Loan Facility bear interest at fluctuating rates based on either a daily floating rate or a term rate, at the Company’s option. Floating rate term loans under the New Term Loan Facility may be based on a Base Rate or a daily simple SOFR rate, plus an applicable margin. Term rate term loans under the New Term Loan Facility are based on term SOFR, with an interest period of one-, three- or six-months, at the Company’s option, plus an applicable margin. The foregoing daily floating or term interest rates are increased by a spread (applicable margin) based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table below. The New Term Loan Facility carries a ticking fee of 0.25% per annum on undrawn commitments beginning on October 16, 2026.
| S&P/Fitch ratings | Moody’s ratings | Base rate spread | SOFR spread | ||||||||
| ≥ A- | ≥ A3 | 0.00% | 0.75% | ||||||||
| = BBB+ | = Baa1 | 0.00% | 0.80% | ||||||||
| = BBB | = Baa2 | 0.00% | 0.90% | ||||||||
| = BBB- | = Baa3 | 0.15% | 1.15% | ||||||||
| ≤ BB+ | ≤ Ba1 | 0.55% | 1.55% | ||||||||
For purposes of the New Revolving Credit Facility and the New Term Loan Facility, the “Base Rate” is the greater of (a) the agent’s prime rate of interest announced from time to time, (b) 0.5% above the then-current Federal Funds Rate, (c) 1.0% above the then-current one-month term SOFR, or (d) 1.0%, all on a per annum basis.
The Amended Credit Agreement contains customary covenants for credit facilities of this type, including restrictions on the ability of the Company and/or all or certain of its subsidiaries to take the following actions: (i) make distributions; (ii) incur debt; (iii) make investments; (iv) grant or suffer liens; (v) undertake mergers, consolidations, asset sales and other fundamental entity changes; (vi) make material changes to contracts and organizational documents; and (vii) enter into transactions with affiliates.
The Amended Credit Agreement also contains financial covenants applicable to the Company and some or all of its subsidiaries involving: (i) maximum total debt to total asset value; (ii) maximum permitted investments; (iii) maximum secured debt to total asset value; (iv) maximum unsecured debt to eligible unencumbered properties; (v) minimum unsecured interest coverage; and (vi) minimum fixed charge coverage.
The Amended Credit Agreement provides for certain customary events of default, including among others, non-payment of principal, interest or other amounts when due, inaccuracy of representations and warranties, violation of covenants, cross defaults with certain other indebtedness, insolvency or inability to pay debts, bankruptcy, or a change of control.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
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.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.
Item 7.01. Regulation FD Disclosure.
On July 20, 2026, the Company issued a press release announcing its entry into the Amended Credit Agreement. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, 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 the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| Fifth Amended, Restated and Consolidated Credit Agreement, dated as of July 17, 2026, among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto. | ||||||||
| Press release, dated July 20, 2026, issued by the Company. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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/ Mark A. Peterson | ||||||||||
| Name: | Mark A. Peterson | ||||||||||
| Title: | Executive Vice President, Treasurer and Chief Financial Officer | ||||||||||
Date: July 20, 2026