Additional abbreviations may also be used though not in the above list.
As used in this ARTICLE SECOND, the following terms shall have the following respective
) in the amounts described therein. |. EPR has evolved into a specialty investor beyond theatres, investing in other categories such as Education and Recreation. distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series G Preferred Shares and the Shares of any other class or series ranking on a parity as to distributions with the Series G Preferred
Share Split
(iii)Any Trustee elected or appointed pursuant to this Section7(a) may be removed only by the
A.EPR has elected, effective for its taxable years ending on and after December31, 1997, to be treated as a real
), in its sole discretion, may exempt a Person from the Ownership Limit if such Person (i)provides to the Board such representations and undertakings as the Board, in its sole and absolute discretion, may require, and
Governing Law
EPR does not compete directly with most Triple Net REITs and as a result, the company has been able to source new investments with less competition. ), which Exchange Cap shall be reduced proportionally to the extent that fewer Series G Preferred Shares are outstanding. Operations not meeting these requirements are speculative." Fundamental Data provided by DividendInvestor.com. Legacy Funeral Home Chapel 467 Martin L King Jr Blvd, POBox 344, Estill, SC 29918 June 29, 1972 - July 25, 2020, Duncan Adkins passed away on July 25, 2020 in Estill, South Carolina. NYSE
Transfer Agent
and by means of example, in the event distributions on the Series C Preferred Shares, Series E Preferred Shares, Series F Preferred Shares and Series G Preferred Shares shall each be in arrears for six or more quarterly periods, the holders of
by the Trust may be satisfied if the subject matter thereof is contained in (a)a document filed by the Trust with, or furnished by the Trust to, the Securities and Exchange Commission and such filing is available to be viewed by the public on
Declaration
The Company has delivered certain factual representations to us as set forth in an Officers Certificate of even date
Common
The Series G Preferred Shares will be issued and maintained initially
distributions (other than distributions paid in Common Shares or Shares ranking junior to the Series G Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the Trust, or options, warrants or rights to subscribe for
The WMR brands include: (1) The Intelligent REIT Investor (newsletter), (2) The Intelligent Dividend Investor (newsletter), (3) iREIT on Alpha (Seeking Alpha), and (4) The Dividend Kings (Seeking Alpha). or purchase Common Shares or such junior Shares) shall be declared or paid or set apart for payment on any class or series of Shares of the Trust ranking, as to distributions, on a parity with the Series G Preferred Shares for any period.
If the Company has provided or provides a redemption notice (whether pursuant to the Companys special optional redemption right or the
When the need arises for a full service funeral home that provides quality service, Legacy Funeral Home is here to comfort you and your family in preserving your loved one's legacy. Also, I'm glad to see the Adelaar project get off the ground as that will no longer be an overhang. Empire Resorts (NYNY) is expected to invest ~$600M in Montreign Resort Casino, and the company will now also fund improvements to both the golf course and retail village. For the avoidance of doubt, subject to the immediately
333-211812)
A Private Funeral Service will be held at Legacy Funeral Home in Cardston, Alberta on Wednesday, December 30th at 6:00 p.m. By invitation from the family there will be a viewing at the South Hill Chapel on Thursday, December 31st, at 11:00 a.m. Due to Covid - One Sister Shirley(Winston)Green of Furman, SC, three brothers; Sam(hazel)Moree of Queens New York, Arthur Moree of Estill, SC and Willie Moree of Furman, SC. a
Entertainment remains the anchor of EPR's revenue model with 56.7% of income generated.
Exchange Cap
Form
The Shares are to be issued in a public offering under the Securities Act as described in the Registration Statement.
Conversion Date. the waiver granted hereby. Funeral Home Services for Julius are being provided by Garvin & Garvin Funeral Home - Estill. Transfer Agent, the Trust shall cause to be issued a duly executed certificate for such Series G Preferred Shares registered in the name in which the Series G Preferred Shares were held in book-entry form or such other name(s) as specified by the
Company
Neither party may assign its rights and obligations under this Agreement, in whole or in
Trustees shall cease, and (unless there are one or more other classes or series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable) the term of
By 2017, Topgolf plans to have 50 U.S. locations. Alternative Conversion Consideration
November30, 2017, the Company filed the Articles Supplementary with the Maryland Department of Assessments and Taxation designating the powers, preferences and rights of the Series G Preferred Shares. Options. ), the 6.625% Series F Cumulative Redeemable Preferred Shares, $0.01 par value per share (the
We are always interested in hearing from the families that we serve.
No Preemptive Rights
endobj
If fewer than all of Series G Preferred Shares held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of Series G Preferred
two-thirds
See reviews, pricing, contact info, answers to FAQs and more. 3.7
cap on the total number of common shares issuable upon exercise of the Change of Control Conversion Right and to provisions for the receipt of alternative consideration as described in the Articles Supplementary.
unenforceable preference, right, voting power, restriction, limitation as to distributions, qualification, term or condition of redemption or other term of the Series G Preferred Shares shall remain in full force and effect and shall not be deemed
Also, subsequent quarter end, EPR issued 258,000 common shares under its Direct Stock Purchase Plan (or DSPP) for net proceeds of $16.9 million. Julius Fuller passed away on December 14, 2020 at the age of 57 in Estill, South Carolina.
endstream
endobj
startxref
Driven by parental choice, EPR forecasts strong and growing demand for real estate financing solutions within the education space, and the company's extensive operator relationships combined with its build-to-suit program provide a competitive advantage in developing a high quality portfolio of education facilities. In consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows: EPR represents and warrants that the Board has
November 28, 2020, Anthea Brown passed away on November 28, 2020 in Estill, South Carolina. A Change of Control means that the following events have occurred and are continuing: The Change of Control Conversion Date will be the date the Series G Preferred Shares are to be converted, which
Certain additional capitalized terms used in this ARTICLE SECOND are used as defined in Section14 below, which definitions shall apply only to Series G Preferred Shares and shall not affect the
(f)Written notice of any such voluntary or involuntary liquidation,
to EPR Properties, a Maryland real estate investment trust (the
On
Pleasent in Scotia. pre-paid,
Shares or other securities of EPR the acquisition of which by Purchaser, including on behalf of certain funds and client accounts, could cause EPR to become closely held or to lose its status as a domestically controlled
a notice of redemption has been given. Ownership Limit Waiver Agreement, dated November30, 2017, by and between the Company and Cohen & Steers Capital Management, Inc. Opinion of Stinson Leonard Street LLP as to the legality of the Series G Preferred Shares. corresponding Distribution Payment Date, in which case no additional amount for such accumulated and unpaid distributions shall be included in such sum) by (B)the Common Share Price (as defined below) and (ii) 0.7389 (the
EPR's top waterpark tenant is Schlitterbahn Waterparks. 11.
Series G Preferred Shares as to distributions and upon liquidation, dissolution or winding up of the Trust or by redemption, purchase or acquisition of shares of any class or series of shares of beneficial interest of the Trust under incentive,
To counter the argument, EPR has improved its balance sheet and the liquidity (around $450 million) provides the company with ample gunpowder to grow investments. The Exchange Cap shall also be subject to pro rata adjustments for any Share Splits on the same
provides the notice of occurrence of a Change of Control to the holders of Series G Preferred Shares. In lieu of fractional shares, the Trust shall pay the cash value (computed to the nearest cent) of such fractional shares based on the Common Share Price (as defined above). NOTICE: THE SIGNATURE TO THIS
has the meaning set forth in Section7(a).
Exhibit 3.1
terms of which specifically provide that such class or series ranks, as to rights to receive distributions and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, junior to the Series
has the meaning set forth in Section8(a). The
Cap
The Series G Preferred Shares shall be subject to the ownership restrictions and other provisions contained in Article NINTH of the
the Series G Preferred Shares as to distributions, the holders of the then outstanding Series G Preferred Shares shall be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust, out of any funds legally
a REIT for federal income tax purposes.
such right is currently exercisable or is exercisable only upon the passage of time or occurrence of a subsequent condition), and. Estill, SC 29918. Buy Now. Enter Your Email Below To Claim Your Report: DividendInvestor.com features a variety of tools, articles, and resources designed to help investors interested in dividend stocks find the best dividend stocks to buy. EPR is trading near an all-time high; theres no need to be in a hurry here. (c)If Series G Preferred Shares are outstanding, unless full cumulative distributions on the Series G Preferred Shares
As the basis for the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction,
non-assessable. 3.8
This opinion represents our legal judgment, but it has no binding effect or official status of any kind, and no assurance can be given that
(d)For purposes of this Section4,
On November30, 2017, the Company entered into an Ownership Limit
. /marketintelligence/en/news-insights/trending/NmG1WWcq5Lb5YS9j9ULWLA2 . Board of Trustees
Copyright 2022 DividendInvestor.com. Series C Preferred Shares
the Companys Board of Trustees and of the Pricing Committee of such Board of Trustees with respect to the Shares and the Conversion Shares; (v)the Registration Statement; (vi)the Underwriting Agreement dated as of November20,
1. ) on the Change of Control Conversion Date into a number of
Common Share Price
No. Change of Control Conversion Date
).
applicable to a Change of Control, shall be referred to herein as the
409 Elm St., Hampton, South Carolina , 29924 , United States About us We encourage you to contact the funeral home to verify time and location before attending services or visitation.
There are plenty of other REITs to own yielding 5% plus.
Prospectus
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Code
2017 (the
Act of 1933, as amended (the
has the meaning set forth in Section3(a). Board of Trustees or an authorized committee thereof in the manner and by the vote required by law. violation of its representations, warranties or covenants in this Section2 will result in the application of the remedies set forth in Article Ninth in respect to any of the Shares that constitute Excess Shares in accordance with Article
Except as provided herein, the Trust shall make no payment or allowance for unpaid distributions, whether or not in arrears, on Series G Preferred Shares for which
Martin Funeral Home is a family own business located in Estill, South Carolina. November 18, 1952 - September 25, 2020, William White passed away on September 25, 2020 in Estill, South Carolina. In issuing this opinion letter, we have
reporting requirements of Section13 or 15(d) of the Exchange Act and any Series G Preferred Shares are outstanding, the Trust shall (i)transmit by mail to all holders of Series G Preferred Shares, as their names and addresses appear in
Conversion Consideration
Beginning on January15, 2018, distributions on the Series G Preferred Shares will be payable quarterly in
A form of the Series G Preferred Shares Certificate is attached as
merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Trust entitling that person or group to exercise more than 50% of the total voting power of all shares of the Trust entitled
plus accrued and unpaid distributions through the date of payment, before any payments are made to the holders of the Companys common shares and any other shares of beneficial interest ranking junior to the Series G Preferred Shares as to
(Ben Graham). Legacy Funeral Home | 467 Martin Luther King Jr Blvd S | Estill, SC 29918 | Tel: 1-803-625-2007 | Fax: 1-844-211-9296 | Thank you for the interest In Legacy Funeral Home.
Each notice shall state: (i)the events constituting the
nor more than 60 days written notice, redeem the Series G Preferred Shares, in whole or in part, no later than 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any
(c)If the
), the Companys preliminary prospectus supplement dated November20, 2017 comprising a part of the Registration Statement (the
Dividend tools used by the pros, now at your fingertips, Find the secrets to discovering the best dividend-paying stocks by taking a short video tour of our site.
If any clause or provision of this
| Fax: 803-914-0474. August 4, 1945 - October 8, 2020, Pearlie Frazier passed away on October 8, 2020 in Estill, South Carolina. The recreational category consists of 35 properties (100% leased) including 11 metropolitan ski areas, 5 waterparks, and 19 golf entertainment complexes.
has the meaning set forth in Section3(a). Garvin & Garvin Funeral Home - Estill 1157 Wilcox Rd. Series G Preferred Shares, if any, which remain subject to the conversion notice.
Sources: SNL Financial, FAST Graphs, and EPR Supplemental. officials and certificates of officers or other representatives of the Company as we have deemed relevant or necessary to express the opinions set forth below. Series C Preferred Shares
This segment has proven to be stable and consistent with the box office exhibiting a long history of growth, including setting a new box office revenue record in 2015. Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to
Series G Preferred Shares rank senior to the Companys common shares with respect to the payment of dividends and on a parity with the Companys Series C, Series E and Series F preferred shares. Enter your email below to receive a grief support message from us each day for a year. 467 Martin Luther King Jr Blvd. (b)So long as any Series G Preferred Shares remain outstanding, the Trust shall not, without the affirmative vote or
with respect to Shares held in excess of the Ownership Limit (
EPR Properties - formerly known as Entertainment Properties Trust - went public in November 1997 and is a ~$6.7 billion REIT (based on total market capitalization) based in Kansas City. discharge is sought. exercise of a Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the Transfer Agent prior to the close of business on the Business Day prior to the Change of Control Conversion Date. IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date set forth above.
excess of the full cumulative distributions described in this Section3. the Series G Preferred Shares may be listed at the time of any redemption. solely cash. contained herein, no holder of Series G Preferred Shares shall be entitled to convert such Series G Preferred Shares into Common Shares to the extent that receipt of such Common Shares would cause such holder (or any other person) to
President of the Trust acknowledges these Articles Supplementary to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge,
2 0 obj
will be a business day selected by the Company that is no fewer than 20 days nor more than 35 days after the date on which the Company provides the notice of occurrence of a Change of Control to the holders of Series G Preferred Shares. announced underwritten public offering of the Series G Preferred Shares. Computershare Trust Co. NA is the company's transfer agent and redemption agent for the redemption. In issuing this opinion letter, with your permission we have assumed,
obligations under this Agreement release such party from its liabilities and obligations hereunder.
the mailing thereof shall affect the validity of the proceedings for the conversion of any Series G Preferred Shares except as to the holder to whom notice was defective or not given.
reasonably necessary in order to determine that the waiver did not adversely affect the Companys qualification as a real estate investment trust.
in global form.
Series E Preferred Shares
.
This Agreement constitutes the full and entire understanding of the parties with respect
The description is a summary and, as such, does not purport to be complete and is subject to, and is qualified in its entirety, by reference to all of the terms and conditions of the Series G
), in connection with the public offering and sale by the Company of 6,000,000 shares of its 5.750% Series G Cumulative Redeemable Preferred Shares, par value
Incorporation of Recitals
Check the appropriate box below if the Form
firm under the caption Legal Matters in the prospectus supplement comprising a part of the Registration Statement. 3.3
letter (each, a
S-3
/Title <1AE8F6D2675B7BC10EB691FFD3A0921BE995E039>
and outstanding Series G Preferred Shares, Purchaser represents and warrants to EPR and covenants that no person or entity who would be considered to be an individual for purposes of Section542(a)(2) of the Code, and who
Fitch said the ratings reflect the company's "consistent" cash flows from its triple-net leased megaplex movie theaters and other entertainment, education and recreation investments, which results in the maintenance of strong leverage and fixed-charge coverage metrics. dissolution or winding up of the affairs of the Trust, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage prepaid, not
Adelaar is a $750 million (includes land value) four-season destination resort. benefit or share. . two-thirds
Our support in your time of need does not end after the funeral services. News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public). payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law. ) with respect to Common Shares as follows: the adjusted Share Cap as a result of a Share Split
Except as otherwise provided pursuant to the Declaration of Trust of the Trust, no person may own Shares in excess of 9.8% (or such greater percentage as may be determined by the Board of Trustees of the Trust) of the number or
to the subject matters herein.
Is this happening to you frequently? effect of: (i)applicable bankruptcy, insolvency, reorganization, receivership, arrangement, moratorium, assignment for the benefit of creditors and other similar laws affecting the rights and remedies of creditors, including the effect of
Series G Preferred Shares as a single class on any matter, the Series G Preferred Shares and the Shares of each such other class or series will have one vote for each $25.00 of liquidation preference. subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that as of this date: 1. (
prior to the Change of Control Conversion Date, for redemption shall be redeemed on the related redemption date instead of converted on the Change of Control Conversion Date; and (vii)that distributions on the Series G Preferred Shares to be
The Series G Preferred Shares do not have any maturity date, and the Company is not required to
) in the amounts described herein (the
EPR
exercisable only upon the passage of time or occurrence of a subsequent condition); and (ii)following the closing of any transaction referred to in clause (i)above, neither the Trust nor the acquiring or surviving entity has a class of
The only guarantee that I will give you is that I will uncover each and every rock I can, in an effort to find satisfactory investments that "upon thorough analysis promises safety of principal and satisfactory return.
) for purposes of the Internal Revenue Code of 1986, as amended (the
Change of Control Conversion Right
has the meaning set forth in Section6(b). Buy Now. 2.5
[Signature Page to Ownership Limit Waiver Agreement], Re: Registration Statement on Form
June3, 2016 under the Securities Act of 1933, as amended (as amended and supplemented from time to time, the
As illustrated by the snapshot below, EPR has been able to "own the white space": As referenced above, EPR changed the name of the REIT to reflect the company's growing transition into other asset classes beyond entertainment (a.k.a., theaters), specifically education (a.k.a., charter schools) and recreation (a.k.a., differentiated retail). provided
(i)the qualification of the Company as a real estate investment trust for U.S. federal income tax purposes (a
by reference to liquidation value, of the issued and outstanding Series G Preferred Shares.
%
redemption date (except as provided below), without interest (the
EPR is expected to invest ~$100M-$120M for development of hotel waterpark and EPR estimates that in 2016, the Montreign Resort Casino will generate ~$8.6M of GAAP revenue from ground leases. Conversion Shares
Share
Market Intelligence Estill, South Carolina.
to its actual knowledge at this time, and at all future dates while this waiver is outstanding, Purchasers ownership of any of EPRs Shares and ownership of any of EPRs Shares by certain funds or client accounts under
Preferred Shares. Shares, all distributions declared upon Series G Preferred Shares and any such other class or series of Shares shall in all cases bear to each other the same ratio that accumulated, accrued and unpaid distributions per share on the Series G
hereto, and is incorporated herein by reference. . Experiencing death can be extremely difficult whether it be a loved one or friend.
Legendary Investor Shares His #1 Monthly Dividend Play, Master Limited Partnership (MLP) Directory, EPR:Com Sh Ben Int/EPR Properties - Stock Price Quote and Dividend Data, California Do not sell my personal information.
(d)The Trust shall issue a press release for publication on the Dow Jones& Company, Inc., Business Wire, PR
- Estill, 467 Martin Luther King Jr Blvd S, View All Obituaries | Join Obituary Email List. treated as Excess Shares which will be held in trust by the Excess Share Trustee for the benefit of the Charitable Beneficiary. (g)Series G Preferred Shares as to which the Change of Control Conversion Right has
(g)No distributions on the Series G Preferred Shares shall be authorized by the Board of Trustees or be
than all the shares evidenced by any such certificate evidencing Series G Preferred Shares are to be redeemed, a new certificate shall be issued evidencing the unredeemed shares. Conversion Consideration
(based on the weighted average of elections) and shall be subject to any limitations to which all holders of Common Shares are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in the
and unpaid distribution will be included in this sum) by (ii)the Common Share Price (as defined below); and. Registration Statement (the
The ratings outlook is stable. However, EPR is continuing to diversify its business model so it does not rely solely on box office rents. foregoing covenants and representations would not be accurate with respect to any, or all, of the Series G Preferred Shares and EPRs Series E Preferred Shares, Series F Preferred Shares and EPRs Common Shares, the maximum number of such
(h)The Trust shall deliver the applicable Conversion Consideration no later than the third Business Day following the
2.4
basis as the corresponding adjustment to the Share Cap and is also subject to a corresponding adjustment if the number of authorized Series G Preferred Shares is increased after the date hereof and such additional shares are thereafter issued by the
Yet Dr. Mark Skousen is "coming clean" and giving away the private equity investment that made him a millionaire. declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for payment for all past distribution periods and the then current distribution period, the Trust may not purchase or otherwise acquire directly or