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): November 10, 2009
Entertainment Properties Trust
(Exact name of registrant as specified in its charter)
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| Maryland
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1-13561
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43-1790877 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
30 West Pershing Road, Suite 201
Kansas City, Missouri 64108
(Address of principal executive office)(Zip Code)
(816) 472-1700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 10, 2009, Entertainment Properties Trust (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities Inc., for itself
and as representative of the underwriters named therein (the “Underwriters”), in connection with a
public offering of 5,500,000 of the Company’s common shares of beneficial interest, par value $0.01
per share (the “Common Shares”), and the granting to the Underwriters of an option to purchase an
additional 825,000 Common Shares, which option was subsequently
exercised in full. The Company has filed a prospectus supplement with the
Securities and Exchange Commission in connection with this public offering.
The Company intends to use the net proceeds from the offering for general business purposes,
which may include funding the acquisition, development or financing of properties, or the repayment
of debt. Pending this application, the Company intends to use a portion of the net proceeds to
reduce indebtedness under its revolving credit facility and to invest any remaining net proceeds in
interest-bearing accounts and short-term interest-bearing securities which are consistent with the
Company’s qualification as a real estate investment trust under the Internal Revenue Code of 1986,
as amended.
From time to time, the Underwriters and/or their affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings in the ordinary course of
business with the Company for which they have received, and expect to receive, customary fees and
commissions for these transactions. JPMorgan Chase Bank, N.A., an affiliate of one of the
Underwriters, J.P. Morgan Securities Inc., is a lender under the Company’s revolving credit
facility and will receive approximately 18.6% of any proceeds from the offering that are used to
repay indebtedness under the credit facility. Royal Bank of Canada, an affiliate of one of the
Underwriters, RBC Capital Markets Corporation, is also a lender under the credit facility and will
receive approximately 18.6% of any proceeds of the offering that are used to repay indebtedness
under the credit facility. KeyBank National Association, an affiliate of one of the Underwriters,
KeyBanc Capital Markets Inc., is also a lender under the credit facility and will receive
approximately 18.6% of any proceeds of the offering that are used to repay indebtedness under the
credit facility. Citicorp North America, Inc., an affiliate of one of the Underwriters, Citigroup
Global Markets Inc., is also a lender under the credit facility and will receive approximately
11.6% of any proceeds of the offering that are used to repay indebtedness under the credit
facility. Barclays Bank Plc, an affiliate of one of the Underwriters, Barclays Capital Inc., is
also a lender under the credit facility and will receive approximately 9.3% of any proceeds of the
offering that are used to repay indebtedness under the credit facility.
The foregoing description of the Underwriting Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, reference to the Underwriting Agreement, which is
attached as Exhibit 1.1 hereto, and is incorporated herein by reference.
WARNING CONCERNING FORWARD LOOKING STATEMENTS
THIS REPORT CONTAINS STATEMENTS WHICH CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIES LAWS, INCLUDING
WITH RESPECT TO THE COMPANY’S PLANNED ISSUANCE OF THE COMMON SHARES (INCLUDING THE OVER-ALLOTMENT
OPTION) AND ITS INTENDED USE OF THE PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE
COMPANY’S PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT
GUARANTEED TO OCCUR AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN
OR IMPLIED BY THE COMPANY’S FORWARD LOOKING STATEMENTS AS A RESULT OF