EPR Properties (NYSE: EPR) inks $1.6B credit deal with extended maturities
Rhea-AI Filing Summary
EPR Properties entered into a Fifth Amended, Restated and Consolidated Credit Agreement with KeyBank and other lenders, providing a $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility, for an initial maximum principal amount of $1.6 billion. The agreement includes an accordion feature that may increase combined borrowing capacity by $1.0 billion, to $2.6 billion, subject to lender consent.
The revolving facility matures on July 17, 2030 with two six‑month extension options, while the term loan matures on January 17, 2032 and may be drawn in up to five tranches through January 17, 2027, with a 0.25% per annum ticking fee on undrawn commitments beginning October 16, 2026. At closing, the full $1.0 billion revolver was available, of which approximately $360.0 million repaid indebtedness under the prior facility, and the full $600.0 million term loan commitment was available.
Both facilities bear interest at floating or term rates based on a Base Rate or SOFR plus ratings‑based spreads and, for the revolver, a ratings‑based facility fee. The agreement includes customary covenants and events of default. The company states the amendments extend maturities, generally reduce interest rates and enhance borrowing flexibility, including addressing upcoming debt maturities in August and December of this year.
Positive
- New credit facilities provide $1.6 billion in borrowing capacity, with an accordion feature allowing an increase to $2.6 billion, which the company states offers more favorable terms and enhanced borrowing flexibility.
- The revolving facility maturity is extended to July 17, 2030 with two six‑month extension options and the new term loan matures on January 17, 2032, which the company highlights as addressing upcoming debt maturities in August and December of this year.
Negative
- None.
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8-K Event Classification
5 items: 1.01, 2.03, 3.03, 7.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
New Revolving Credit Facility: $1.0 billion
New Term Loan Facility: $600.0 million
Initial Maximum Principal Amount: $1.6 billion
+4 more
7 metrics
New Revolving Credit Facility
$1.0 billion
Senior unsecured revolving credit facility under the Amended Credit Agreement
New Term Loan Facility
$600.0 million
Senior unsecured delayed draw term loan facility under the Amended Credit Agreement
Initial Maximum Principal Amount
$1.6 billion
Total initial borrowing availability across the revolver and term loan
Accordion Feature
$1.0 billion
Potential increase in total maximum principal amount to $2.6 billion, subject to lender consent
Revolver Repayment at Closing
$360.0 million
Amount of new revolver availability used to repay indebtedness under the prior revolving facility
Ticking Fee Rate
0.25% per annum
Applies to undrawn term loan commitments beginning October 16, 2026
Total Assets
$5.7 billion
Total assets after approximately $1.8 billion of accumulated depreciation
Key Terms
accordion feature, delayed draw term loan facility, Secured Overnight Financing Rate, ticking fee, +2 more
6 terms
accordion feature financial
"contains an "accordion" feature under which the Company may increase the total"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.
delayed draw term loan facility financial
"a $600.0 million senior unsecured delayed draw term loan facility"
A delayed draw term loan facility is a committed loan that a borrower can tap in one or more installments at specified future times after meeting agreed conditions, rather than receiving the full amount upfront. For investors it matters because it provides a ready source of cash that can change a company’s financial strength, leverage and interest costs when drawn—similar to having a reserved credit line you can use later, which affects liquidity and the risk profile of the business.
Secured Overnight Financing Rate financial
"daily simple Secured Overnight Financing Rate ("SOFR") rate or the relevant benchmark"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.
ticking fee financial
"The New Term Loan Facility carries a ticking fee of 0.25% per annum"
A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.
Base Rate financial
"the "Base Rate" is the greater of (a) the agent’s prime rate of interest"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
qualified forward equity contracts financial
"include the Company’s expected cash proceeds from the sale of its common shares under qualified forward equity contracts"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did EPR (EPR) announce regarding its new credit agreement?
EPR announced a Fifth Amended, Restated and Consolidated Credit Agreement providing a $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan, for total initial borrowing availability of $1.6 billion with an accordion feature up to $2.6 billion.
What are the key maturities and extension options in EPR (EPR)'s new facilities?
The revolving credit facility matures on July 17, 2030 and includes two six‑month extension options, subject to conditions and fees. The delayed draw term loan may be drawn until January 17, 2027 and matures on January 17, 2032, providing long‑dated financing capacity.
How will EPR (EPR) use proceeds from the new revolving and term loan facilities?
Revolving and term loan borrowings may be used for general business purposes, including acquiring real estate and other permitted investments. At closing, approximately $360.0 million of revolver availability was used to repay indebtedness under the prior revolving credit facility.
What interest pricing applies to EPR (EPR)'s new revolving credit facility?
Loans under the revolving facility bear interest at a daily floating or term rate based on a Base Rate or SOFR, plus an applicable margin tied to the company’s unsecured debt ratings, with an additional ratings‑based facility fee on the total revolver commitment.
What are the main covenant and default provisions in EPR (EPR)'s Amended Credit Agreement?
The agreement includes customary covenants limiting distributions, debt, investments, liens, mergers and affiliate transactions, plus financial covenants on leverage and coverage ratios. Events of default include non‑payment, covenant breaches, cross‑defaults, insolvency, bankruptcy and change of control.
How does EPR (EPR) describe the strategic impact of its new credit facilities?
EPR’s CFO states the facilities provide more favorable terms, enhanced borrowing flexibility, and a delayed term loan that addresses upcoming debt maturities in August and December of this year, supporting investment in experiential properties and the company’s long‑term strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) (Zip Code) | ||||||||||||||
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Agreement.
On July 17, 2026, EPR Properties (the “Company”) entered into a Fifth Amended, Restated and Consolidated Credit Agreement (the “Amended Credit Agreement”) providing for a $1.0 billion senior unsecured revolving credit facility (the “New Revolving Credit Facility”) and a $600.0 million senior unsecured delayed draw term loan facility (the “New Term Loan Facility”) with KeyBank National Association (“KeyBank”), as administrative agent, and the other agents and lenders party thereto.
The Amended Credit Agreement amended, restated and replaced the Company’s Fourth Amended, Restated and Consolidated Credit Agreement, dated as of September 19, 2024 (as amended, the “Prior Credit Agreement”), among the Company, as borrower, KeyBank, as administrative agent, and the other agents and lenders party thereto. The amendments to the Prior Credit Agreement, among other things: (i) extend the maturity date of the revolving credit facility; (ii) generally reduce the interest rate payable on outstanding loans under the revolving credit facility; (iii) modify the asset value calculations under certain financial covenants to include the Company’s expected cash proceeds from the sale of its common shares under qualified forward equity contracts; (iv) split the prior revolving credit facility’s $300.0 million foreign currency sublimit into a separate, stand-alone foreign currency revolving credit facility of the same size; and (v) add the New Term Loan Facility.
The Amended Credit Agreement provides for an initial maximum principal amount of $1.6 billion, comprised of an initial maximum principal amount of $1.0 billion available under the New Revolving Credit Facility (which includes a $300.0 million stand-alone foreign currency revolving credit facility and a shared $100.0 million U.S. and foreign currency letter-of-credit subfacility) and an initial maximum principal amount of $600.0 million available under the New Term Loan Facility. The Amended Credit Agreement contains an “accordion” feature under which the Company may increase the total maximum principal amount available under the Amended Credit Agreement (under the New Revolving Credit Facility and the New Term Loan Facility on a consolidated basis) by $1.0 billion, to a total of $2.6 billion. If the Company exercises all or any portion of the $1.0 billion accordion feature referenced above, the resulting increase in the New Revolving Credit Facility or the New Term Loan Facility, as applicable, may have a shorter or longer maturity date and different pricing terms. Any exercise of the accordion feature requires the consent of each lender participating in the increased facility.
The New Revolving Credit Facility matures on July 17, 2030, subject to two six-month extensions (for a total of 12 months) exercisable at the Company’s option. The Company’s exercise of an extension option is subject to the absence of any default under the Amended Credit Agreement and the Company’s compliance with certain conditions, including the payment of extension fees to the lenders under the New Revolving Credit Facility. The New Term Loan Facility matures on January 17, 2032.
The full $1.0 billion of borrowing availability under the New Revolving Credit Facility was available at closing, approximately $360.0 million of which was used to repay indebtedness under the Company’s prior revolving credit facility. The full $600.0 million of borrowing availability under the New Term Loan Facility was available at closing. The Company may draw on the New Term Loan Facility during a delayed draw availability period ending on January 17, 2027, in up to five separate drawings of not less than the lesser of $20.0 million and the remaining undrawn commitment. The amount available to be drawn under the New Term Loan Facility is automatically and permanently reduced as loans are funded under the facility, any undrawn amount under the facility terminates at the end of the availability period and amounts repaid or prepaid under the facility may not be reborrowed. The Company’s ability to obtain revolving credit advances and delayed term loans under the Amended Credit Agreement is contingent upon certain conditions, including the absence of a default under the Amended Credit Agreement. Revolving credit loan proceeds and delayed term loans may be used for general business purposes, including the acquisition of real estate and other permitted investments.
The outstanding principal balance of loans under the New Revolving Credit Facility bears interest based on either a daily floating rate or a term rate, at the Company’s option. Floating rate loans under the New Revolving Credit Facility may be based on a Base Rate (as defined below) or a daily simple Secured Overnight Financing Rate (“SOFR”) rate or the relevant benchmark for the currency borrowed, plus an applicable margin. Term rate loans under the New Revolving Credit Facility are based on term SOFR or the relevant benchmark for the currency borrowed, with an interest period of one-, three- or six-months, at the Company’s option, plus an applicable margin. The foregoing daily floating or term interest rates are increased by a spread (applicable margin) based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table below. The Company also pays a facility fee on the total facility amount ($1.0 billion or, upon the exercise of the “accordion” feature described above, the resulting increased amount), which fee is calculated by multiplying the total facility amount by a fluctuating annual rate based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table
below. The New Revolving Credit Facility does not require payment of an unused line fee on the unused portion of the New Revolving Credit Facility.
| S&P/Fitch ratings | Moody’s ratings | Base rate spread | SOFR spread | Facility fee | ||||||||||
| ≥ A- | ≥ A3 | 0.00% | 0.675% | 0.125% | ||||||||||
| = BBB+ | = Baa1 | 0.00% | 0.725% | 0.15% | ||||||||||
| = BBB | = Baa2 | 0.00% | 0.800% | 0.20% | ||||||||||
| = BBB- | = Baa3 | 0.00% | 1.00% | 0.25% | ||||||||||
| ≤ BB+ | ≤ Ba1 | 0.35% | 1.35% | 0.30% | ||||||||||
During any period that the Company has received credit ratings from any of the three rating agencies set forth in the table above which are not equivalent, pricing will be determined by the highest of the credit ratings, provided that the next highest credit rating is only one level below that of the highest credit rating. If the next highest credit rating is more than one level below that of the highest credit rating, pricing will be determined by the credit rating one level higher than the second highest credit rating.
Delayed term loans under the New Term Loan Facility bear interest at fluctuating rates based on either a daily floating rate or a term rate, at the Company’s option. Floating rate term loans under the New Term Loan Facility may be based on a Base Rate or a daily simple SOFR rate, plus an applicable margin. Term rate term loans under the New Term Loan Facility are based on term SOFR, with an interest period of one-, three- or six-months, at the Company’s option, plus an applicable margin. The foregoing daily floating or term interest rates are increased by a spread (applicable margin) based on the ratings periodically assigned to the Company’s senior long-term unsecured debt by rating agencies, as set forth in the table below. The New Term Loan Facility carries a ticking fee of 0.25% per annum on undrawn commitments beginning on October 16, 2026.
| S&P/Fitch ratings | Moody’s ratings | Base rate spread | SOFR spread | ||||||||
| ≥ A- | ≥ A3 | 0.00% | 0.75% | ||||||||
| = BBB+ | = Baa1 | 0.00% | 0.80% | ||||||||
| = BBB | = Baa2 | 0.00% | 0.90% | ||||||||
| = BBB- | = Baa3 | 0.15% | 1.15% | ||||||||
| ≤ BB+ | ≤ Ba1 | 0.55% | 1.55% | ||||||||
For purposes of the New Revolving Credit Facility and the New Term Loan Facility, the “Base Rate” is the greater of (a) the agent’s prime rate of interest announced from time to time, (b) 0.5% above the then-current Federal Funds Rate, (c) 1.0% above the then-current one-month term SOFR, or (d) 1.0%, all on a per annum basis.
The Amended Credit Agreement contains customary covenants for credit facilities of this type, including restrictions on the ability of the Company and/or all or certain of its subsidiaries to take the following actions: (i) make distributions; (ii) incur debt; (iii) make investments; (iv) grant or suffer liens; (v) undertake mergers, consolidations, asset sales and other fundamental entity changes; (vi) make material changes to contracts and organizational documents; and (vii) enter into transactions with affiliates.
The Amended Credit Agreement also contains financial covenants applicable to the Company and some or all of its subsidiaries involving: (i) maximum total debt to total asset value; (ii) maximum permitted investments; (iii) maximum secured debt to total asset value; (iv) maximum unsecured debt to eligible unencumbered properties; (v) minimum unsecured interest coverage; and (vi) minimum fixed charge coverage.
The Amended Credit Agreement provides for certain customary events of default, including among others, non-payment of principal, interest or other amounts when due, inaccuracy of representations and warranties, violation of covenants, cross defaults with certain other indebtedness, insolvency or inability to pay debts, bankruptcy, or a change of control.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 above is incorporated herein by reference as if fully set forth herein.
Item 7.01. Regulation FD Disclosure.
On July 20, 2026, the Company issued a press release announcing its entry into the Amended Credit Agreement. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 7.01.
The information set forth in this Item 7.01, including Exhibit 99.1, is being “furnished” and shall not be deemed “filed” for purposes of, or otherwise subject to, liabilities under Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
10.1 | Fifth Amended, Restated and Consolidated Credit Agreement, dated as of July 17, 2026, among the Company, as borrower, KeyBank National Association, as administrative agent, and the other agents and lenders party thereto. | |||||||
99.1 | Press release, dated July 20, 2026, issued by the Company. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EPR PROPERTIES | |||||||||||
| By: | /s/ Mark A. Peterson | ||||||||||
| Name: | Mark A. Peterson | ||||||||||
| Title: | Executive Vice President, Treasurer and Chief Financial Officer | ||||||||||
Date: July 20, 2026
Exhibit 99.1
EPR Properties Announces New $1.6 Billion Credit Agreement
New Agreement Extends Maturities and Enhances Financial Flexibility
Kansas City, MO (BUSINESS WIRE) – July 20, 2026 – EPR Properties (NYSE: EPR) today announced that it has entered into a Fifth Amended, Restated and Consolidated Credit Agreement, governing an amended and restated $1.0 billion senior unsecured revolving credit facility and a new $600.0 million senior unsecured delayed draw term loan facility. The new facilities replace the Company’s existing $1.0 billion senior unsecured revolving credit facility. The new facilities provide for an initial maximum principal amount of borrowing availability of $1.6 billion with an "accordion" feature under which the Company may increase the total maximum principal amount available by $1.0 billion, to a total of $2.6 billion, subject to lender consent and customary conditions.
The amendments to the revolving credit facility (i) extend the maturity date from October 2, 2028 to July 17, 2030, with two six-month extension options, subject to paying additional fees and the satisfaction of customary conditions, (ii) generally reduce the interest rate payable on outstanding loans, and (iii) modify the asset value calculations under certain financial covenants to include the Company’s expected cash proceeds from the sale of its common shares under qualified forward equity contracts. The new delayed draw term loan facility provides for an initial committed amount of $600.0 million that may be drawn upon prior to January 17, 2027, subject to earlier termination, and matures on January 17, 2032. The new facilities include customary covenants and events of default.
“We are pleased to announce the completion of these new credit facilities, which provide us with more favorable terms and enhanced borrowing flexibility with a delayed term loan that addresses our upcoming debt maturities in August and December of this year,” stated Company Executive Vice President and CFO Mark Peterson. “These new facilities strengthen our financial foundation as we invest in experiential properties and demonstrate the confidence of our bank group in our long-term strategy.”
About EPR Properties
EPR Properties (NYSE:EPR) is the leading diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. We focus on real estate venues that create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money. We have total assets of approximately $5.7 billion (after accumulated depreciation of approximately $1.8 billion) across 42 states and Canada. We adhere to rigorous underwriting and investing criteria centered on key industry, property and tenant level cash flow standards. We believe our focused approach provides a competitive advantage and the potential for stable and attractive returns. Further information is available at www.eprkc.com.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
With the exception of historical information, certain statements contained herein 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 capital resources and liquidity, our borrowing availability, our pursuit of growth opportunities, and our financial condition. The forward-looking statements presented herein are based on the Company's current expectations. 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 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,” “estimates,” “offers,” “plans,” “would” or other similar expressions or other comparable terms or discussions of strategy, plans or intentions contained herein. Forward-looking statements necessarily are dependent on assumptions, data or methods that may be incorrect or imprecise. These forward-looking statements represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Many of the factors that will determine these items are beyond our ability to control or predict. For further discussion of these factors see “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and, to the extent applicable, our Quarterly Reports on Form 10-Q.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date hereof. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as required by law, we do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date hereof.
EPR Properties
Brian Moriarty
Senior Vice President - Corporate Communications
brianm@eprkc.com | 816-472-1700