Entertainment Properties Trust Prices Concurrent Offerings of $75 Million of Series E Cumulative Convertible Preferred Shares and Approximately $100 Million of Common Shares
KANSAS CITY, Miss.--(Business Wire)--
Entertainment Properties Trust (NYSE:EPR) today announced that it
has priced two independent concurrent public offerings. One offering
consists of 3,000,000 Series E cumulative convertible preferred shares
with a liquidation preference of $25.00 per share. The convertible
preferred offering will also grant to the underwriters an
over-allotment option to purchase an additional 450,000 Series E
cumulative convertible preferred shares. The other offering consists
of 2,100,000, increased from 1,500,000, newly issued common shares.
This second offering grants the underwriters an over-allotment option
to purchase an additional 315,000 common shares, increased from
225,000 common shares. These offerings are independent of each other,
and neither offering is conditioned on the successful completion of
the other.
Both offerings are expected to close on April 2, 2008, subject to
the satisfaction or waiver of their respective customary closing
conditions.
Each Series E cumulative convertible preferred share is
convertible into common shares of the Company at any time, subject to
certain conditions, at an initial conversion rate of 0.4512 common
shares per $25.00 liquidation preference, which is equivalent to an
initial conversion price of approximately $55.41. Upon conversion, the
Company has the option to deliver either common shares or a
combination of common shares and cash, subject to certain conditions.
The distribution rate on the Series E cumulative convertible preferred
shares will be 9.00% of the liquidation preference per year, or $2.25
per share per year. Distributions will be paid quarterly in arrears.
An application has been made to list the Series E cumulative
convertible preferred shares on the New York Stock Exchange.
For the offering of Series E cumulative convertible preferred
shares J.P. Morgan Securities Inc. and Morgan Stanley & Co.
Incorporated are joint bookrunners while RBC Capital Markets
Corporation is acting as the co-manager. With respect to the offering
of common shares, J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated, and RBC Capital Markets Corporation are all joint
bookrunners.
The net proceeds from each offering are expected to be used for
general business purposes, which may include funding the acquisition,
development or financing of properties or the repayment of debt.
Pending application of the net proceeds to such uses, the Company
expects to use the net proceeds to reduce indebtedness under its
unsecured revolving credit facility and to invest any remaining net
proceeds in interest-bearing securities which are consistent with the
Company's qualifications as a real estate investment trust.
Each offering is being made under an automatic "shelf"
registration statement filed under the Securities Act of 1933, as
amended, and previously declared effective by the Securities and
Exchange Commission. Each offering is being made solely by means of
its respective prospectus. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of either of these securities in any state in which such
offer, solicitation, or sale would be unlawful.
Copies of the prospectus supplements and the related prospectus
for the offerings may be obtained from the offices of J.P. Morgan
Securities Inc., National Statement Processing, Prospectus Library, 4
Chase Metrotech Center, CS Level, Brooklyn, New York 11245; Morgan
Stanley, 180 Varick Street 2/F, New York, New York 10014; or RBC
Capital Markets Corporation, 165 Broadway, New York, New York 10006.
About Entertainment Properties Trust
Entertainment Properties Trust (NYSE:EPR) is a real estate
investment trust (REIT) that develops, owns, leases, and finances
properties for consumer-preferred, high-quality businesses. EPR's
investments are guided by a focus on inflection opportunities that
offer enduring value, excellent executions, attractive economics, and
an advantageous market position. Our total assets exceed $2.1 billion
and include megaplex movie theatres and entertainment retail centers,
as well as other destination recreational and specialty investments.
Further information is available at www.eprkc.com or from Jon Weis at
888-EPR-REIT or info@eprkc.com.
Safe Harbor Statement
With the exception of historical information, this press release
contains forward-looking statements within the meaning of the
securities laws, such as those pertaining to our acquisition or
disposition of properties, our capital resources and future
expenditures for development projects. The Company's actual financial
condition, results of operations, funds from operations, or business
may vary materially from those contemplated by such forward-looking
statements and involve various risks and uncertainties. Forward
looking statements involve numerous risks and uncertainties and you
should not rely on them as predictions of actual events. There is no
assurance that the events or circumstances reflecting in the
forward-looking statement 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,"
or other comparable terms, or by discussions of strategy, plans, or
intentions. Forward-looking statements necessarily are dependent on
assumptions, data, or methods that may be incorrect or imprecise.
You should consider the risks described in the "Risk Factors"
section of our most recent annual report on Form 10-K in evaluating
any forward-looking statements included in this press release. Given
these uncertainties, investors are cautioned not to place undue
reliance on any forward-looking statements. EPR undertakes no
obligation to publicly update or revise any forward-looking statements
included in this press release whether as a result of new information,
future events, or otherwise. In light of the factors referred to
above, the future events discussed in this press release may not occur
and actual results, performance, or achievements could differ
materially from those anticipated or implied in the forward-looking
statements.
Entertainment Properties Trust
Jon Weis, 888-EPR-REIT
info@eprkc.com
Copyright Business Wire 2008
