Terms

Series

Series E

Liquidation Preference

$25.00

Coupon Rate

9%

Rate Type

Fixed

Annual Dividend

$2.25

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

No

Capital Stack Ranking

Junior To: All Existing And Future Debt Obligations, Convertible Or Exchangeable Debt Securities; Pari Passu With: Series B Preferred Shares (7.75%), Series C Preferred Shares (5.75%), Series D Preferred Shares (7.375%), Any Future Preferred Shares On Parity; Senior To: Common Shares, Any Other Equity Securities Ranking Junior To Series E Preferred Shares

Regulatory (Basel III) Call

No

Tax Classification

Ordinary

Shares Offered

3,000,000

Prospectus Summary

Entertainment Properties Trust's Series E cumulative convertible preferred shares, a new issue of 3 million shares with a $25 liquidation preference and a 9.00% fixed annual coupon ($2.25 per share) payable quarterly on January 15, April 15, July 15, and October 15. The shares are convertible into common shares at an initial rate of 0.4512 common shares per $25 liquidation preference (approximately $55.41 conversion price), subject to adjustment for certain events. Dividends are cumulative, meaning that if distributions are not paid, they accumulate and must be paid in full before the company can pay dividends on junior securities (common shares) or parity preferred shares. The Series E preferred shares rank senior to all common equity and any future junior preferred shares, but are subordinated to all of Entertainment Properties Trust's existing and future debt obligations, including its unsecured revolving credit facility. The shares rank on parity with the company's Series B, C, and D preferred shares regarding distribution and liquidation rights. As a REIT holding company issue, the Series E shares are structurally subordinated to all debt and equity obligations of the company's operating subsidiaries (such as VinREIT, LLC). There is no regulatory capital event call provision; the only conversion rights available to the company are the voluntary Company Conversion Option (exercisable on or after April 20, 2013 if the stock trades at or above 150% of the conversion price for 20 of 30 consecutive trading days) and the Fundamental Change Conversion Right, which applies only upon a change-of-control transaction before April 20, 2018. At the $25 offer price, the Series E preferred shares offer an effective yield of 9.00% annually ($2.25 per share), with quarterly payments of $0.5625 per share (first distribution July 15, 2008). The record date is set not more than 30 nor less than 10 business days prior to each payment date. As distributions from a REIT, they do not qualify for the preferential 15%/20% qualified dividend income (QDI) federal tax rate or the corporate dividend received deduction; instead, they are taxed as ordinary income to individual and corporate holders. A dividend stopper mechanism prevents the company from paying common dividends or redemptions of common or parity preferred shares unless Series E distributions are fully paid and current; this protective covenant ensures preferred dividends take priority in capital allocation decisions.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If cumulative distributions on Series E preferred shares are not fully paid, the Company cannot declare or pay any distributions on its common shares or any other series of preferred shares ranking on parity with or junior to Series E preferred shares as to distributions and liquidation rights, nor redeem/repurchase such shares; exceptions apply for conversions and REIT qualification purposes.

Other Preferreds from EPR Properties

Div Score Breakdown

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