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): May 5, 2009
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as Specified in Charter)
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| Maryland
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001-32265
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760753089 |
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification Number) |
805 Las Cimas Parkway, Suite 400, Austin, Texas 78746
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 732-1000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
Pursuant to the underwriting agreement (the “Underwriting Agreement”), dated May 5, 2009,
between American Campus Communities, Inc. (the “Company”), American Campus Communities Operating
Partnership LP, the Company’s operating partnership, and American Campus Communities Holdings, LLC,
a wholly-owned subsidiary of the Company, on one hand, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc.
and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein
(collectively, the “Underwriters”), on the other hand, the Company agreed to issue and sell to the
Underwriters 8,500,000 shares of the Company’s common stock, par value of $0.01 per share (the
“Common Shares”), and an additional 1,275,000 Common Shares pursuant an overallotment option.
The Company intends to use the net proceeds to repay debt, including the outstanding balance
of its revolving credit facility (the “Credit Facility”), to fund its ACE pipeline and
opportunistic acquisitions and for general corporate purposes. Upon application of the net
proceeds of the sale of the Common Shares to repay the Credit Facility, each lender will receive
its proportionate share of the amount of the Credit Facility so repaid. Affiliates of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche Bank Securities
Inc. and J.P. Morgan Securities Inc., each of which is an Underwriter, are lenders under the Credit
Facility. KeyBank National Association (an affiliate of KeyBanc Capital Markets Inc., which is an
Underwriter) is the administrative agent under the Credit Facility. In addition, the Underwriters
and certain of 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 and its
affiliates. They have received or will continue to receive customary fees and commissions for
these transactions.
The description herein of the Underwriting Agreement is qualified in its entirety, and the
terms therein are incorporated herein, by reference to the Underwriting Agreement filed as Exhibit
1.1 hereto.
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