-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UnrznYfWJ5lkNOLguEfuLvdMdEIOqpZ/ElqjWCzbIIdG/MdOO1GIJRuokE73hK5d FeydR/jfHxBBANSPdeVYxw== 0000950134-07-003863.txt : 20070222 0000950134-07-003863.hdr.sgml : 20070222 20070222143512 ACCESSION NUMBER: 0000950134-07-003863 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070216 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070222 DATE AS OF CHANGE: 20070222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAMPUS COMMUNITIES INC CENTRAL INDEX KEY: 0001283630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 760753089 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32265 FILM NUMBER: 07641675 MAIL ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 8-K 1 d43873e8vk.htm FORM 8-K e8vk
 

 
 
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): February 16, 2007
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
         
Maryland   001-32265   760753089
(State or other jurisdiction of
incorporation or organization)
  (Commission file number)   (I.R.S. Employer
Identification Number)
805 Las Cimas Parkway, Suite 400
Austin, TX 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:
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 2.01 Completion of Acquisition or Disposition of Assets
     On February 16, 2007, American Campus Communities, Inc. (the “Company”) completed the acquisition (the “Acquisition”) from The Edwards Companies of three student housing properties located near the campuses of the University of Kentucky, Lexington, the University of Toledo, Ohio and East Michigan University, Ypsilanti. The properties contain a total of 1,887 beds and were acquired for an aggregate purchase price of $102.0 million, including the assumption of $70.7 million of existing fixed-rate mortgage debt.
Item 7.01 Regulation FD Disclosure
     On February 22, 2007, the Company issued a press release announcing, among other matters, the closing of the Acquisition. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
     The press release is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
     (a) Financial Statements of Business Acquired
     The required financial statements will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is due.
     (b) Pro Forma Financial Information
     The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is due.
     (c) Exhibits
     The Exhibits to this Report are listed on the Exhibit Index attached hereto.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: February 22, 2007  AMERICAN CAMPUS COMMUNITIES, INC.
 
 
  By:   /s/ Jonathan A. Graf    
    Jonathan A. Graf   
    Senior Vice President, Chief Accounting
Officer and Treasurer 
 
 

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EXHIBIT INDEX
     
Exhibit    
Number   Title
 
   
99.1
  Press Release, dated February 22, 2007

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EX-99.1 2 d43873exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
American Campus Communities Acquires Four Properties Containing 2,639 Beds
AUSTIN, Texas—(BUSINESS WIRE)—February 22, 2007—American Campus Communities, Inc. (NYSE:ACC) today announced that it has completed the acquisition of four off-campus student housing properties totaling 2,639 beds in two separate transactions with a combined total purchase price of $127.6 million.
In the first transaction, the company acquired three student housing properties containing 1,887 beds for a total purchase price of $102.0 million. The properties opened for occupancy in August 2005 and are located within 0.2 miles of their respective campuses, offering pedestrian access. The properties are:
    Newtown Crossing, University of Kentucky, Lexington, 858 beds
 
    Olde Towne University Square, University of Toledo, Ohio, 550 beds
 
    Peninsular Place, East Michigan University, Ypsilanti, 479 beds
The properties are the premier student housing product in their markets, offering student-oriented amenities, including swimming pools, state-of-the-art fitness centers, game rooms with billiards, computer labs and tanning beds.
As part of the transaction, the company assumed $70.7 million in fixed-rate mortgage debt with a weighted average annual interest rate of 5.7 percent and an average remaining term to maturity of 8.3 years. The transaction also includes the pre-sale of an additional phase at Newtown Crossing containing 84 beds currently under construction for $4.6 million, subject to the satisfaction of certain conditions. The completion of the additional phase is expected in August 2007.
In a separate transaction, the company also acquired the Courtyard by Pyramid, a 752-bed off-campus student community in Huntington, West Virginia for $25.6 million. The property, built in 1999 with an additional phase completed in 2006, is located less than 0.3 miles from Marshall University and offers pedestrian access to campus. Courtyard is the only off-campus purpose-built student housing complex located in Huntington that features a full student-oriented amenity package, which includes a swimming pool, sand volleyball court, fitness center, game room with billiards and computer lab. The company plans to reposition the property by improving property operations and investing more than $1.2 million in capital upgrades and improvements. The community has been renamed The Village on Sixth.
As part of the transaction, the company assumed two fixed-rate mortgage loans, which includes one for $16.2 million with an annual interest rate of 5.5 percent and 7.4 years to maturity and the second loan for $1.4 million with an annual interest rate of 6.6 percent and 9.7 years to maturity.
“We are very pleased to be expanding our existing portfolio with four high-quality properties that adhere to our disciplined investment strategy,” said Bill Bayless, ACC CEO. “Each new community is located within walking distance to campus, offers a differentiated product within each market, and is located in a submarket that contains barriers to entry.”
About American Campus Communities
     American Campus Communities, Inc. is one of the largest developers, owners and managers of high-quality student housing communities in the United States. The company is a fully integrated, self-managed and self-administered equity real estate investment trust (REIT) with expertise in the design, finance, development, construction management, leasing and management of student housing properties. American Campus Communities owns and manages a portfolio of 42 student housing communities containing approximately 26,400 beds. Including its owned properties, the company provides management and leasing services at a

 


 

total of 57 properties with approximately 35,700 beds located on or near college and university campuses. Additional information is available at www.americancampuscommunities.com.
Forward-Looking Statements
     This news release contains forward-looking statements, which express the current beliefs and expectations of management. Except for historical information, the matters discussed in this news release are forward-looking statements and can be identified by the use of the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar expressions. Such statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause our future results, performance or achievements to differ significantly from the results, performance or achievements expressed or implied by such forward-looking statements.
CONTACT: American Campus Communities, Inc., Austin
Gina Cowart, 512-732-1000

 

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