Terms

Series

5.75% Series C Cumulative Convertible Preferred Shares

Liquidation Preference

$25.00

Coupon Rate

5.75%

Rate Type

Fixed

Annual Dividend

$1.44

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

No

Capital Stack Ranking

Junior To: All Existing And Future Debt Obligations, Obligations Of Subsidiaries (Structural Subordination), Any Future Senior Equity Securities Authorized With 2/3 Series C Holder Vote; Pari Passu With: Series A 9.50% Cumulative Redeemable Preferred Shares, Series B 7.75% Cumulative Redeemable Preferred Shares, Any Future Parity Preferred Equity; Senior To: Common Shares, Any Equity Securities Ranking Junior To Series C Preferred Shares

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

5,400,000

Prospectus Summary

Entertainment Properties Trust (EPR), a self-administered REIT focused on megaplex theatres and entertainment retail properties, is offering 5,400,000 shares of its 5.75% Series C Cumulative Convertible Preferred Shares with a $25.00 liquidation preference. The shares pay $1.4375 per share annually (5.75% of par), distributed quarterly on January 15, April 15, July 15, and October 15. These are cumulative preferred shares, meaning any missed distributions accrue and must be paid in full before EPR can pay dividends on common or junior shares. The shares are convertible into EPR common shares at an initial rate of 0.3504 shares per preferred share (equivalent to a $71.34 conversion price), with EPR holding a company conversion option beginning January 15, 2012 if its common stock trades at 135% of the conversion price for 20 of 30 consecutive trading days. The Series C Preferred Shares sit in the middle of EPR's capital stack: they are junior to all existing and future debt obligations of the trust (including the $235 million KeyBank unsecured revolving credit facility and approximately $659 million in other long-term debt) and are also structurally subordinated to all obligations of EPR's operating subsidiaries. They rank on parity with EPR's existing Series A (9.50%) and Series B (7.75%) cumulative redeemable preferred shares. They are senior only to common shares and any future junior equity. Because EPR is a holding company-level trust, holders face structural subordination risk—subsidiary-level creditors must be satisfied before any assets flow up to preferred shareholders. There is no regulatory capital call provision, as EPR is a REIT rather than a bank. At the $24.50 public offering price, the effective current yield is approximately 5.87% ($1.4375 / $24.50). As a REIT, EPR's distributions generally do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate available for C-corporation dividends, nor for the corporate dividends-received deduction (DRD); they are typically taxable as ordinary income. Quarterly payments are made on the 15th of January, April, July, and October, with record dates set 10–60 days prior to each payment date. The dividend stopper provision prohibits EPR from paying any distributions on common shares or repurchasing common or parity equity until all cumulative Series C arrears are fully paid or set aside—providing meaningful protection for preferred holders in stress scenarios.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If EPR has not paid full cumulative distributions on the Series C Preferred Shares for all past periods, it cannot pay dividends on or repurchase common shares or any junior/parity equity securities until the Series C arrears are paid or set aside.

Other Preferreds from EPR Properties

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 46 (Average)