As filed with the Securities and Exchange Commission on June 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPR PROPERTIES
(Exact name of registrant as specified in its charter)
Maryland | 43-1790877 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
909 Walnut Street, Suite 200 Kansas City, Missouri |
64106 | |
(Address of Principal Executive Offices) | (Zip Code) |
EPR Properties 2016 Equity Incentive Plan
(Full title of the plan)
Craig L. Evans
Executive Vice President, General Counsel and Secretary
EPR Properties
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(Name and address of agent for service)
(816) 472-1700
(Telephone number, including area code, of agent for service)
Copies to:
James W. Allen
B. Scott Gootee
Stinson LLP
1201 Walnut, Suite 2900
Kansas City, Missouri 64106
(816) 842-8600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be registered (1) |
Proposed maximum offering
price |
Proposed maximum aggregate |
Amount of registration fee (3) | ||||
Common shares of beneficial interest, par value $0.01 per share |
2,000,000 shares | $52.61 | $105,220,000.00 | $11,479.51 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), such number of shares registered hereby shall include an indeterminate number of common shares that may be issued in connection with a share split, share dividend or similar event, for which no separate consideration will be paid. |
(2) | Calculated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the amount of the registration fee, on the basis of the average of the high and low prices of the common shares of beneficial interest of EPR Properties reported on the New York Stock Exchange on June 4, 2021. |
(3) | Calculated pursuant to General Instruction E on Form S-8. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by EPR Properties (the Registrant) for the purpose of registering an additional 2,000,000 shares of the Registrants common shares of beneficial interest reserved for issuance under the EPR Properties 2016 Equity Incentive Plan (as amended and restated on May 28, 2021), as approved by the Registrants shareholders at the Registrants 2021 annual meeting of shareholders.
Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-211815) filed by the Registrant with the Securities and Exchange Commission (the Commission) on June 3, 2016.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
*Each document marked with an asterisk is filed herewith.
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on this 9th day of June, 2021.
EPR PROPERTIES, a Maryland real estate investment trust | ||
By: | /s/ Craig L. Evans | |
Name: | Craig L. Evans | |
Title: | Executive Vice President, General Counsel and Secretary |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory K. Silvers, Mark A. Peterson and Craig L. Evans, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to any other documents filed with the Securities and Exchange Commission and to file the same, with all exhibits to the Registration Statement and other documents in connection with the Registration Statement, with the Securities and Exchange Commission or any other regulatory authority, grants to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and ratifies and confirms all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this power of attorney.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
By: | /s/ Robert J. Druten Robert J. Druten |
Chairman of the Board of Trustees | June 9, 2021 | |||
By: | /s/ Gregory K. Silvers Gregory K. Silvers |
President, Chief Executive Officer (Principal Executive Officer) and Trustee | June 9, 2021 | |||
By: | /s/ Mark A. Peterson Mark A. Peterson |
Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) | June 9, 2021 | |||
By: | /s/ Tonya L. Mater Tonya L. Mater |
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | June 9, 2021 | |||
By: | /s/ Thomas M. Bloch Thomas M. Bloch |
Trustee | June 9, 2021 | |||
By: | /s/ Barrett Brady Barrett Brady |
Trustee | June 9, 2021 | |||
By: | /s/ Peter C. Brown Peter C. Brown |
Trustee | June 9, 2021 | |||
By: | /s/ James B. Connor James B. Connor |
Trustee | June 9, 2021 | |||
By: | /s/ Jack A. Newman, Jr. Jack A. Newman, Jr. |
Trustee | June 9, 2021 | |||
By: | /s/ Virginia E. Shanks Virginia E. Shanks |
Trustee | June 9, 2021 | |||
By: | /s/ Robin P. Sterneck Robin P. Sterneck |
Trustee | June 9, 2021 |
Exhibit 5.1
June 9, 2021
EPR Properties
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
Re: | Registration Statement on Form S-8 |
EPR Properties 2016 Equity Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to EPR Properties, a Maryland real estate investment trust (the Company), and, at the request of the Company, have examined the registration statement on Form S-8 (the Registration Statement) to be filed by the Company on or about the date hereof with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), and regulations promulgated thereunder.
The Registration Statement relates to, among other things, the registration under the Securities Act of an additional 2,000,000 common shares of beneficial interest, $0.01 par value per share, of the Company (the Registered Securities) issuable from time to time pursuant to the Companys 2016 Equity Incentive Plan (the Plan).
As the basis for the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Amended and Restated Declaration of Trust of the Company, as amended to date (the Charter), (iii) the Amended and Restated Bylaws of the Company, as amended to date (the Bylaws), (iv) the Plan, (v) resolutions and the record of actions taken by the Companys board of trustees and committees thereof and by the Companys shareholders, in each case, with respect to, among other things, the authorization and approval of the Plan, the Registered Securities and the preparation and filing with the Commission of the Registration Statement (such authorizations and approvals referred to herein as the Approval Proceedings), (vi) a Certificate of Legal Existence and Good Standing as a Maryland Real Estate Investment Trust issued by the Department of Assessments and Taxation of Maryland with respect to the Company, dated as of a recent date, and (vii) such other instruments, documents and corporate records as we have deemed necessary or appropriate for purposes of the opinions expressed herein. In addition, we have reviewed certain certificates of public officials and of officers of the Company and have examined such matters of law, in each case, as we have deemed necessary as a basis for the opinions expressed herein.
For purposes of the opinions expressed herein, we have assumed (i) the accuracy and completeness of all documents submitted to us, (ii) the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies, (iii) the legal capacity of all natural persons, (iv) the genuineness of the signatures of persons signing all documents in connection with which the opinions herein are rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company, (v) that the consideration to be received by the Company in exchange for each Registered Security to be issued pursuant to the Plan constitutes adequate consideration therefor and is actually received by the Company, (vi) that the Registered Securities will not be issued or transferred in violation of any restriction or limitation contained in the Charter, the Bylaws or the Plan. In addition, we have assumed the accuracy of, and have relied upon, the statements, representations and certificates of public officials and of officers of the Company with respect to certain factual matters that we have not independently established or verified.
EPR Properties
June 9, 2021
Our opinions expressed herein are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium, arrangement and other laws affecting creditors rights, including, without limitation, the effect of statutory or other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers, (ii) the limitations imposed by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief regardless of whether considered in a proceeding in equity or at law, and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.
Based on the foregoing and subject to the limitations and assumptions set forth herein, we are of the opinion that the Registered Securities have been duly authorized by the Company and, when issued to the Plan participants against the provision to the Company of the specified consideration therefor, in each case, as provided in and in accordance with the Plan and the applicable award agreements and the applicable Approval Proceedings, will be validly issued, fully paid and non-assessable.
Our opinions and statements expressed herein are restricted to matters governed by (i) the federal laws of the United States of America, and (ii) Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, and we express no opinion as to any matter arising under the laws of any other jurisdiction, including, without limitation, the statutes, ordinances, rules and regulations of counties, towns, municipalities and special political subdivisions of any state. We advise you that the issues addressed by this letter may be governed in whole or in part by other laws, and we express no opinion as to whether any relevant difference exists between the laws upon which our opinions herein are based and any other laws that may actually govern.
The opinions expressed herein are limited to the specific issues addressed herein, and we express no opinion, whether by implication or otherwise, as to any matters beyond that expressly stated herein. This letter shall not be construed as or deemed to be a guaranty or insuring agreement. The opinions expressed herein are rendered as of the date first written above and we have no continuing obligation hereunder to inform you of changes of law, including judicial interpretations of law, or of facts, circumstances, events or developments of which we become aware after the date hereof and which may alter, affect or modify the opinions expressed herein.
We hereby consent to the filing of this letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules of the Commission promulgated thereunder.
Sincerely,
/s/ Stinson LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 25, 2021, with respect to the consolidated financial statements and financial statement schedules II and III of EPR Properties, and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Kansas City, Missouri
June 9, 2021