Obligation EPR Realty 4.5% ( US26884UAB52 ) en USD

EPR Realty

99.84 % ▲

Etats-unis

US26884UAB52 ( en USD )

4.5% par an ( paiement semestriel )

31/03/2025 - Obligation échue

Prospectus brochure de l'obligation EPR Properties US26884UAB52 en USD 4.5%, échue

2 000 USD

300 000 000 USD

26884UAB5

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

EPR Properties est une société de placement immobilier américaine spécialisée dans la propriété et la gestion de biens immobiliers essentiels, notamment des centres médicaux, des établissements d'enseignement supérieur et des lieux de divertissement.

L'Obligation émise par EPR Realty ( Etats-unis ) , en USD, avec le code ISIN US26884UAB52, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2025

L'Obligation émise par EPR Realty ( Etats-unis ) , en USD, avec le code ISIN US26884UAB52, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par EPR Realty ( Etats-unis ) , en USD, avec le code ISIN US26884UAB52, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of each Class of
Amount to be
Offering Price
Aggregate
Amount of
Securities Offered

Registered

Per Share

Offering Price

Registration Fee(1)
4.500% Senior Notes due 2025

$300,000,000

100%

$300,000,000

$34,860
Guarantees of 4.500% Senior Notes due 2025

(2)

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
(2) In accordance with Rule 457(n) of the Securities Act of 1933, as amended, no separate fee is payable with respect to the guarantees of the
debt securities being registered.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-189023
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 3, 2013)

$300,000,000

EPR Properties

4.500% Senior Notes due 2025

We are offering $300,000,000 aggregate principal amount of 4.500% Senior Notes due 2025 (the "notes"). The notes will bear interest at the
rate of 4.500% per year. Interest on the notes will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on
October 1, 2015. The notes will mature on April 1, 2025.

We may redeem some or all of the notes at the applicable redemption price described in this prospectus supplement under "Description of
Notes--Optional Redemption."

The notes will be our senior unsecured obligations and will be guaranteed by each of our subsidiaries that guarantee our unsecured revolving
credit facility, our unsecured term loan facility, and our existing 7.750% Senior Notes due 2020, 5.750% Senior Notes due 2022 and 5.250%
Senior Notes due 2023 (collectively, the "existing notes"). The notes and the guarantees will rank equally in right of payment with all of our and
the guarantors' existing and future senior indebtedness, including our unsecured revolving credit facility, our unsecured term loan facility and the
existing notes, and will rank senior in right of payment to any of our and the guarantors' existing and future indebtedness that is subordinated to
the notes. The notes will be effectively subordinated to all of our and the guarantors' existing and future secured indebtedness to the extent of the
value of the collateral securing such indebtedness. The notes and the guarantees will be structurally subordinated to all liabilities of any of our
subsidiaries that do not guarantee the notes. We will issue the notes only in registered form in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Investing in the notes involves risks. Before buying any notes, you should carefully read this entire
prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein
and therein, including the section of this prospectus supplement entitled "Risk Factors " beginning on page S-
11, the section of the accompanying prospectus entitled "Risk Factors" and the "Risk Factors" section of our
Annual Report on Form 10-K for the year ended December 31, 2014.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
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offense.

Per Note

Total

Public offering price(1)

99.638%
$298,914,000
Underwriting discounts

0.650%
$
1,950,000
Proceeds to us (before expenses)

98.988%
$296,964,000

(1) Plus accrued interest, if any, from March 16, 2015 if settlement occurs after that date.

The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. There will be no public market
for the notes.

We expect that delivery of the notes will be made to purchasers through the book-entry delivery system of The Depository Trust Company
and its participants, Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about
March 16, 2015.

Joint Book-Running Managers
Citigroup
J.P. Morgan
Barclays

Joint Lead Managers

RBC Capital Markets

KeyBanc Capital Markets

Co-Managers

US Bancorp

BOSC, Inc.

March 9, 2015.
Table of Contents
You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the
accompanying prospectus and any free writing prospectus we may authorize to be delivered to you. Neither we nor the underwriters have
authorized any person to provide you with different or additional information. If anyone provides you with different or additional
information, you should not rely on it. We and the underwriters are not making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted. The information contained in this prospectus supplement, the accompanying prospectus, any free
writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates or as of
other dates which are specified in those documents, regardless of the time of delivery of this prospectus supplement or of any of the notes.
Our business, financial condition, results of operations and prospects may have changed since those dates.

TABLE OF CONTENTS

Prospectus Supplement

Page
About this Prospectus Supplement
S-1
Cautionary Statement Concerning Forward-Looking Statements
S-2
Prospectus Supplement Summary
S-4
Risk Factors
S-11
Use of Proceeds
S-18
Capitalization
S-19
Description of Notes
S-20
Supplemental U.S. Federal Income Tax Considerations
S-40
Underwriting (Conflicts of Interest)
S-41
Legal Matters
S-46
Experts
S-46
Where You Can Find More Information
S-46

Prospectus

Page
About this Prospectus

1
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Incorporation of Certain Information by Reference

2
Cautionary Statement Concerning Forward-Looking Statements

3
Risk Factors

5
The Company

5
Use of Proceeds

5
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends

6
Description of Shares of Beneficial Interest

7
Description of Depositary Shares

15
Description of Warrants

19
Description of Debt Securities

21
Description of Units

32
Description of Certain Provisions of Maryland Law and EPR's Declaration of Trust and Bylaws

35
U.S. Federal Income Tax Considerations

40
Selling Security Holders

63
Plan of Distribution

64
Legal Matters

67
Experts

67
Where You Can Find More Information

67

i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT

We are providing information to you about this offering in two parts. The first part is this prospectus supplement, which describes certain
matters relating to us and the specific terms of this offering. The second part is the accompanying prospectus, which provides more general
information, some of which may not apply to this offering. This prospectus supplement and the accompanying prospectus are part of a registration
statement that we filed with the Securities and Exchange Commission (the "SEC") utilizing the SEC's "shelf" registration process. This prospectus
supplement adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and
therein. Generally, when we refer to this "prospectus," we are referring to both documents combined. Both this prospectus supplement and the
accompanying prospectus include important information about us, the notes and other information you should know before investing in the notes. If
information in this prospectus supplement is inconsistent with the accompanying prospectus or any of the documents incorporated by reference,
you should rely on the information contained in this prospectus supplement.

References to "we," "us," "our," "EPR" or the "Company" refer to EPR Properties. When we refer to our "Declaration of Trust" we mean
EPR Properties' Amended and Restated Declaration of Trust, including the articles supplementary for each series of preferred shares, as amended.
When we refer to our "Bylaws" we mean EPR Properties' Amended and Restated Bylaws, as amended. The term "you" refers to a prospective
investor.

S-1
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein
and therein may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such as those pertaining to our acquisition or
disposition of properties, our capital resources, future expenditures for development projects, and our results of operations and financial condition.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of actual events. There is no
assurance the events or circumstances reflected in the forward-looking statements will occur. You can identify forward-looking statements by use
of words such as "will be," "intend," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast," "pipeline," "anticipates,"
"estimates," "offers," "plans," "would" or other similar expressions or other comparable terms, or by discussions of strategy, plans or intentions.

Factors that could materially and adversely affect us include, but are not limited to, the factors listed below:

· General international, national, regional and local business and economic conditions;

· Volatility in the financial markets;
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· Adverse changes in our credit ratings;

· Fluctuations in interest rates;

· The duration or outcome of litigation, or other factors outside of litigation such as casino licensing and project financing, relating to our

significant investment in a planned casino and resort development which may cause the development to be indefinitely delayed or
cancelled;

· Defaults in the performance of lease terms by our tenants;

· Defaults by our customers and counterparties on their obligations owed to us;

· A borrower's bankruptcy or default;

· The obsolescence of older multiplex theatres owned by some of our tenants or by any overbuilding of megaplex theatres in their markets;

· Our ability to renew maturing leases with theatre tenants on terms comparable to prior leases and/or our ability to lease any re-claimed

space from some of our larger theatres at economically favorable terms;

· Risks of operating in the entertainment industry;

· Our ability to compete effectively;

· Risks associated with a single tenant representing a substantial portion of our lease revenues;

· Risks associated with a single tenant leasing or being the mortgagor of a substantial portion of our investments related to metro ski parks

and a single tenant leasing a significant number of our public charter school properties;

· The ability of our public charter school tenants to comply with their charters and continue to receive funding from local, state and federal
governments, the approval by applicable governing authorities of substitute operators to assume control of any failed public charter schools

and our ability to negotiate the terms of new leases with such substitute tenants on acceptable terms, and our ability to complete collateral
substitutions as applicable;

· Risks associated with use of leverage to acquire properties;

· Financing arrangements that require lump-sum payments;

· Our ability to raise capital;

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Table of Contents

· Covenants in our debt instruments that limit our ability to take certain actions;

· The concentration and lack of diversification of our investment portfolio;

· Our continued qualification as a real estate investment trust for U.S. federal income tax purposes;

· The ability of our subsidiaries to satisfy their obligations;

· Financing arrangements that expose us to funding or purchase risks;

· Risks associated with security breaches and other disruptions;

· Our reliance on a limited number of employees, the loss of which could harm operations;

· Fluctuations in the value of real estate income and investments;

· Risks relating to real estate ownership, leasing and development, including local conditions such as an oversupply of space or a reduction
in demand for real estate in the area, competition from other available space, whether tenants and users such as customers of our tenants

consider a property attractive, changes in real estate taxes and other expenses, changes in market rental rates, the timing and costs
associated with property improvements and rentals, changes in taxation or zoning laws or other governmental regulation, whether we are
able to pass some or all of any increased operating costs through to tenants, and how well we manage our properties;

· Our ability to secure adequate insurance and risk of potential uninsured losses, including from natural disasters;

· Risks involved in joint ventures;

· Risks in leasing multi-tenant properties;

· A failure to comply with the Americans with Disabilities Act or other laws;

· Risks of environmental liability;

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· Risks associated with the relatively illiquid nature of our real estate investments;

· Risks with owning assets in foreign countries;

· Risks associated with owning, operating or financing properties for which the tenants', mortgagors' or our operations may be impacted by

weather conditions and climate change;

· Risks associated with the development, redevelopment and expansion of properties and the acquisition of other real estate related

companies;

· Risks associated with changes in the Canadian exchange rate; and

· Changes in laws and regulations, including tax laws and regulations.

You should consider the risks described in the "Risk Factors" section of this prospectus supplement, the "Risk Factors" section of the
accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2014 in evaluating
any forward-looking statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by law, we undertake
no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this prospectus supplement or
the accompanying prospectus, whether as a result of new information, future events or otherwise. In light of the factors referred to above, the future
events discussed or incorporated by reference in this prospectus supplement or the accompanying prospectus may not occur and actual results,
performance or achievements could differ materially from those anticipated or implied in the forward-looking statements.

S-3
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PROSPECTUS SUPPLEMENT SUMMARY

This summary may not contain all of the information that is important to you. Before making a decision to purchase the notes, you should
carefully read this entire prospectus supplement and the accompanying prospectus, especially the "Risk Factors" section of this prospectus
supplement, the "Risk Factors" section of the accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K for
the year ended December 31, 2014, as well as the financial statements and related notes and other information incorporated by reference in this
prospectus supplement and in the accompanying prospectus. Unless otherwise indicated, financial information included in this prospectus
supplement is presented on a historical basis.

About EPR Properties

We are a leading specialty real estate investment trust, or "REIT," with an investment portfolio that includes primarily entertainment,
education and recreation properties. The underwriting of our investments is centered on key industry and property cash flow criteria. Our
investments are also guided by a focus on inflection opportunities that are associated with or support enduring uses, excellent executions, attractive
economics and an advantageous market position. Our investments are generally structured as long-term, triple-net leases that require the tenants to
pay substantially all expenses associated with the operation and maintenance of the property, or as long-term mortgages with economics similar to
our triple-net lease structure. We are a self-administered REIT. As of December 31, 2014, our total assets exceeded $3.7 billion (after accumulated
depreciation of approximately $0.5 billion).

We group our investments into four reportable operating segments: Entertainment, Education, Recreation and Other. The table below shows a
breakdown of our total assets (after accumulated depreciation) as of December 31, 2014, and total revenue for the year ended December 31, 2014,
respectively, for each of these four reportable operating segments (dollars in thousands):

Entertainment

Education

Recreation

Other

% of
% of
% of
% of

Amount

total

Amount
total

Amount
total

Amount
total
Total Assets(1)
$2,014,416 54.4%
$734,512 19.8% $696,931 18.9% $206,795 5.6%
Total Revenue(2)
$
262,119 68.1% $ 59,362 15.4% $ 61,143 15.9% $
1,727 0.4%

(1) Excludes $49.4 million of assets included in our corporate/unallocated segment.
(2) Excludes $0.7 million of revenue included in our corporate/unallocated segment.

Entertainment. Our entertainment investments include megaplex theatres, entertainment retail centers (centers typically anchored by an
entertainment component such as a megaplex theatre or live performance venue and containing other entertainment-related or retail properties),
family entertainment centers and other retail parcels. Our theatre properties, which represent most of our entertainment investments, are leased to
prominent theatre operators, including American Multi-Cinema ("AMC"), Regal Cinemas, Cinemark, Carmike Cinemas, Southern Theatres and
Cineplex.

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For the year ended December 31, 2014, approximately 22.7% of our total revenue and 33.3% of our Entertainment segment total revenue
were derived from AMC. For the year ended December 31, 2014, approximately 10.4% of our total revenue and 15.3% of our Entertainment
segment total revenue were derived from our four entertainment retail centers in Ontario, Canada.

Education. Our education investments consist of investments in public charter schools, K-12 private schools and early childhood education
centers. At December 31, 2014, affiliates of Imagine Schools, Inc. ("Imagine") were the lessees of 43% of our Education segment properties. For
the year ended December 31, 2014, approximately 6.5% of our total revenue and 42.4% of our Education segment total revenue were derived from
Imagine.

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Recreation. Our recreation investments include investments in metro ski parks, water-parks and golf entertainment complexes. For the year
ended December 31, 2014, approximately 6.2% of our total revenue and 39.2% of our Recreation segment total revenue were derived from Peak
Resorts, Inc.

Other. Our other investments consist primarily of undeveloped land inventory, including $201.6 million at December 31, 2014 related to
the land held for development for the Adelaar casino and resort project in Sullivan County, New York.

Recent Developments

Investments

As of March 6, 2015, our investment spending in our operating segments since December 31, 2014 totaled approximately $103.5 million, and
included investments in each of our four reportable operating segments.

· Entertainment--investment spending since December 31, 2014 totaled approximately $15.1 million, and related primarily to the purchase

of a megaplex theatre, as well as investments in build-to-suit construction of two megaplex theatres and one family entertainment center,
each of which is subject to a long-term, triple-net lease agreement.

· Education--investment spending since December 31, 2014 totaled approximately $31.3 million, and related primarily to investments in

build-to-suit construction of 14 public charter schools, three private schools and 16 early childhood education centers, each of which is
subject to a long-term, triple-net lease or long-term mortgage agreement.

· Recreation--investment spending since December 31, 2014 totaled approximately $55.4 million, and related primarily to the purchase of a

metro ski park, as well as investments in build-to-suit construction of 11 Topgolf golf entertainment facilities and additional improvements
at the Camelback Mountain Ski Resort, each of which is subject to a long-term, triple-net lease or long-term mortgage agreement.

· Other--investment spending since December 31, 2014 totaled approximately $1.7 million and was related to the Adelaar casino and resort

project in Sullivan County, New York.

Corporate Information

Our principal offices are located at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106. Our telephone number at that location is
(816) 472-1700. Our website is located at www.eprkc.com. The information found on, or otherwise accessible through, our website is not
incorporated into, and does not form a part of, this prospectus supplement, the accompanying prospectus or any other report or document we file
with or furnish to the SEC.

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Table of Contents
THE OFFERING

The summary below describes the principal terms of the notes and is not intended to be complete. Certain of the terms and conditions
described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus supplement contains a
more detailed description of the terms and conditions of the notes. For purposes of this section entitled "--The Offering" and the section entitled
"Description of Notes," references to "we," "us," "our," the "Company" or "EPR" refer only to EPR Properties and not to its subsidiaries.

Issuer
EPR Properties.

Securities Offered
$300,000,000 aggregate principal amount of 4.500% Senior Notes due 2025.

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Maturity Date
The notes will mature on April 1, 2025, unless earlier redeemed by us at our option.

Interest
The notes will accrue interest at a rate of 4.500% per year from March 16, 2015, payable
semi-annually in arrears, until maturity or earlier redemption.

Interest Payment Dates
April 1 and October 1 of each year, commencing October 1, 2015.

Optional Redemption
We may redeem some or all of the notes at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest, up to, but excluding, the
applicable redemption date, plus a make-whole premium. If the notes are redeemed on or
after 90 days prior to the maturity date, the redemption price will be 100% of the principal
amount of the notes being redeemed plus accrued and unpaid interest, up to, but excluding,
the redemption date. See "Description of Notes--Optional Redemption."

Guarantees
The notes will be unconditionally guaranteed, jointly and severally, on a senior unsecured
basis by our current and future subsidiaries that guarantee our unsecured revolving credit
facility, our unsecured term loan facility and our existing 7.750% Senior Notes due 2020,
5.750% Senior Notes due 2022 and 5.250% Senior Notes due 2023 (collectively, the
"existing notes"). See "Description of Notes--Guarantees."

Ranking
The notes will be our and the guarantors' general senior unsecured obligations, will rank
equal in right of payment with all of our and the guarantors' existing and future senior
indebtedness, including our unsecured revolving credit facility, our unsecured term loan
facility and our existing notes, and will rank senior in right of payment to all of our and the
guarantors' existing and future subordinated indebtedness. However, the notes will be
effectively subordinated to all secured indebtedness to the extent of the value of the
collateral securing such indebtedness. The notes will also be structurally subordinated to
the indebtedness and other obligations of the non-guarantor subsidiaries with respect to the
assets of such entities.

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The non-guarantor subsidiaries accounted for approximately $112.3 million, or 29.2%, of
our total revenues and approximately $36.3 million, or 20.2%, of our net income for the
year ended December 31, 2014. The non-guarantor subsidiaries accounted for

approximately $1.1 billion, or 29.4%, of our total assets and approximately $426.8 million,
or 24.0%, of our total liabilities as of December 31, 2014. Excluded from these total
revenues, net income, total assets and total liabilities are certain intercompany balances that
are eliminated in consolidation.

As of December 31, 2014, we and the guarantor subsidiaries had no outstanding secured
indebtedness, and the non-guarantor subsidiaries had approximately $421.7 million of

outstanding secured indebtedness. As of December 31, 2014, the guarantor subsidiaries had
guaranteed indebtedness in the amount of approximately $1.2 billion.

Certain Covenants
The indenture governing the notes contains certain covenants that, among other things,
restrict our ability and the ability of our restricted subsidiaries to:

· incur debt; and

· merge, consolidate or transfer all or substantially all of our assets.

We and our restricted subsidiaries will also be required to maintain total unencumbered

assets of at least 150% of our unsecured debt.

These covenants are subject to a number of important exceptions and qualifications. See

"Description of Notes--Certain Covenants."

No Public Market
The notes are a new issue of securities with no established trading market. We do not
intend to apply for listing of the notes on any securities exchange or for quotation of the
notes on any automated dealer quotation system. The underwriters have advised us that
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they intend to make a market in the notes, but they are not obligated to do so and may
discontinue any market-making at any time without notice. Accordingly, there can be no
assurance as to the development or liquidity of any market for the notes. See "Underwriting
(Conflicts of Interest)."

Book-Entry Form
We will issue the notes in the form of one or more fully registered global notes registered
in the name of the nominee of The Depository Trust Company, or DTC. Beneficial
interests in the notes will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.
Clearstream Banking, société anonyme, Luxembourg, or Clearstream, and Euroclear Bank,
S.A./N.V., as operator of the Euroclear System, or Euroclear, will hold interests on behalf
of their participants through their respective U.S. depositaries, which in turn will hold such
interests in accounts as participants of DTC. Except in the limited circumstances described
in this prospectus supplement, owners of beneficial interests in the notes will not be
entitled to have notes registered in their names, will not receive or be entitled to receive
notes in definitive form and will not be considered

S-7
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holders of notes under the indenture. The notes will be issued only in denominations of

$2,000 and multiples of $1,000 in excess thereof. See "Description of Notes--Book Entry
Delivery and Settlement."

Additional Issuances
We may, without the consent of or notice to holders of the notes, issue additional notes
from time to time in the future, provided that such additional notes must be treated as part
of the same issue for U.S. federal income tax purposes as the notes offered hereby.

Use of Proceeds
The net proceeds to us from the sale of the notes offered hereby are expected to be
approximately $296.0 million, after deducting the underwriting discount and our estimated
offering expenses. We intend to use the net proceeds from this offering to repay the
outstanding principal balance of our unsecured revolving credit facility and the remaining
amount of net proceeds for general business purposes, which may include funding our
ongoing pipeline of acquisition and build-to-suit projects. Pending application of any
portion of the net proceeds from this offering to the uses described above, we may invest
such proceeds in interest-bearing accounts and short-term interest-bearing securities which
are consistent with our qualification as a REIT under the Internal Revenue Code of 1986, as
amended (the "Code"). See "Use of Proceeds."

Conflicts of Interest
Certain of the underwriters or their affiliates act as lenders and/or agents under our
unsecured revolving credit facility and, accordingly, may receive an amount in excess of
5% of the net proceeds from this offering. Such payments constitute a "conflict of interest"
under Rule 5121 of the Financial Industry Regulatory Authority (FINRA). As required by
FINRA Rule 5121, no sale of the notes offered hereby will be made by any affected
underwriter to an account over which it exercises discretion without the prior specific
written consent of the account holder. See "Use of Proceeds" and "Underwriting (Conflicts
of Interest)."

Risk Factors
Investing in the notes involves risks. See the "Risk Factors" section beginning on page S-
11 of this prospectus supplement, the "Risk Factors" section beginning on page 5 of the
accompanying prospectus and the "Risk Factors" section of our Annual Report on Form
10-K for the year ended December 31, 2014 for other information you should consider
before deciding to invest in the notes.

Tax Consequences
The U.S. federal income tax consequences of purchasing, owning and disposing of the
notes are summarized in "Supplemental U.S. Federal Income Tax Considerations" on page
S-40 of this prospectus supplement and "U.S. Federal Income Tax Considerations" on page
40 of the accompanying prospectus.

Trustee
UMB Bank, n.a.
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Governing Law
New York

S-8
Table of Contents
SUMMARY FINANCIAL DATA

The following table sets forth summary consolidated financial data as of the dates and for the periods indicated. The summary consolidated
balance sheet data as of December 31, 2014 and 2013, and the summary consolidated operating statement data for each of the years in the three-
year period ended December 31, 2014, have been derived from our audited consolidated financial statements, which are incorporated by reference
in this prospectus supplement. The summary consolidated balance sheet data as of December 31, 2012 have been derived from our consolidated
financial statements, which are not included or incorporated by reference in this prospectus supplement.

Our historical results are not necessarily indicative of future performance or results of operations. The summary consolidated financial data
should be read in conjunction with, and is qualified in its entirety by reference to, the financial statements, related notes and schedules and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the
year ended December 31, 2014, and incorporated by reference in this prospectus supplement.

Operating Statement Data:

Year Ended December 31,

(dollars in thousands)

2014

2013

2012

Rental revenue

$286,673 $248,709 $234,517
Tenant reimbursements

17,663 18,401 18,575
Other income

1,009
1,682
738
Mortgage and other financing income

79,706 74,272 63,977

Total revenue

385,051 343,064 317,807
Property operating expense

24,897 26,016 24,915
Other expense

771
658
1,382
General and administrative expense

27,566 25,613 23,170
Costs associated with loan refinancing or payoff

301
6,166
627
Gain on early extinguishment of debt

--
(4,539)
--
Interest expense, net

81,270 81,056 76,656
Transaction costs

2,452
1,955
404
Provision for loan losses

3,777
--
--
Impairment charges

--
--
3,074
Depreciation and amortization

66,739 53,946 46,698

Income before equity in income from joint ventures and other items

177,278 152,193 140,881
Equity in income from joint ventures

1,273
1,398
1,025
Gain on sale or acquisition, net

1,209
3,017
--
Gain on sale of investment in a direct financing lease

220
--
--
Gain on previously held equity interest

--
4,853
--

Income before income taxes

179,980 161,461 141,906
Income tax benefit (expense)

(4,228) 14,176
--

Income from continuing operations

$175,752 $175,637 $141,906

Discontinued operations:

Income from discontinued operations

505
333
620
Transaction (costs) benefit

3,376
--
--
Impairment charges

--
-- (20,835)
Gain (loss) on sale or acquisition of real estate

--
4,256
(27)

Net income

179,633 180,226 121,664
Add: Net income attributable to noncontrolling interests

--
--
(108)

Net income attributable to EPR Properties

179,633 180,226 121,556
Preferred dividend requirements

(23,807) (23,806) (24,508)
Preferred share redemption costs

--
--
(3,888)

Net income available to common shareholders of EPR Properties

$155,826 $156,420 $ 93,160

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Table of Contents
Balance Sheet Data:

As of December 31,

(dollars in thousands)

2014

2013

2012

Net real estate investments

$2,839,333
$2,394,966
$2,113,434
Mortgage notes and related accrued interest receivable, net

507,955

486,337

455,752
Investment in a direct financing lease, net

199,332

242,212

234,089
Total assets

3,702,048
3,272,276
2,946,730
Common dividends payable

16,281

13,601

35,165
Preferred dividends payable

5,952

5,952

6,021
Debt

1,645,523
1,475,336
1,368,832
Total liabilities

1,775,559
1,584,262
1,486,832
Noncontrolling interests

377

377

377
Equity

1,926,489
1,688,014
1,459,898

Other Financial Data:

Year Ended December 31,

2014
2013
2012
Ratio of earnings to fixed charges(1)

2.9x
2.8x
2.8x

(1) For purposes of computing the ratio of earnings to fixed charges, (a) "earnings" is the sum of income from continuing operations before
adjustment for income or loss from equity investees, plus fixed charges (excluding capitalized interest) and (b) "fixed charges" consist of
interest expensed and capitalized and amortized premiums, discounts and capitalized expenses related to indebtedness.

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RISK FACTORS

Investment in the notes involves a high degree of risk. You should carefully consider the risks and uncertainties described below as well as
other information contained in or incorporated by reference in this prospectus supplement before making an investment decision, including the
risks described in the "Risk Factors" section of the accompanying prospectus and the "Risk Factors" section of our Annual Report on Form 10-K
for the year ended December 31, 2014. The risks and uncertainties described below and incorporated herein by reference are not the only ones
facing us. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also adversely affect us. See
"Cautionary Statement Concerning Forward-Looking Statements." If any of the events described in the risk factors below occur, our business,
financial condition, operating results and prospects could be materially adversely affected, which in turn could adversely affect our ability to
repay the notes.

Our indebtedness may affect our ability to operate our business and may have a material adverse effect on our financial condition and
results of operations. We and the guarantors may incur additional indebtedness, including secured indebtedness.

As of December 31, 2014, we had total debt outstanding of approximately $1.6 billion and our guarantor subsidiaries had guaranteed
indebtedness in the amount of approximately $1.2 billion. After giving effect to the sale of $300.0 million aggregate principal amount of notes
offered hereby and the application of proceeds therefrom, we would have had total debt outstanding of approximately $1.9 billion and our
guarantor subsidiaries would have guaranteed indebtedness in the amount of approximately $1.5 billion.

Our indebtedness could have important consequences, such as:

· limiting our ability to obtain additional financing to fund our working capital needs, acquisitions, capital expenditures or other debt service

requirements or for other purposes;

· limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds

to service debt;

· limiting our ability to compete with other companies who are not as highly leveraged, as we may be less capable of responding to adverse

economic and industry conditions;

· restricting us from making strategic acquisitions, developing properties or exploiting business opportunities;

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