0001157523-12-004894.txt : 20120919 0001157523-12-004894.hdr.sgml : 20120919 20120919164146 ACCESSION NUMBER: 0001157523-12-004894 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120914 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120919 DATE AS OF CHANGE: 20120919 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: 121100165 MAIL ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: STE 400 CITY: AUSTIN STATE: TX ZIP: 78746 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Campus Communities Operating Partnership LP CENTRAL INDEX KEY: 0001357369 IRS NUMBER: 562473181 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-181102-01 FILM NUMBER: 121100166 BUSINESS ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5127321000 MAIL ADDRESS: STREET 1: 805 LAS CIMAS PARKWAY STREET 2: SUITE 400 CITY: AUSTIN STATE: TX ZIP: 78746 8-K 1 a50414547.htm AMERICAN CAMPUS COMMUNITIES, INC. 8-K


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):  September 14, 2012


AMERICAN CAMPUS COMMUNITIES, INC.

AMERICAN CAMPUS COMMUNITIES OPERATING
PARTNERSHIP LP
(Exact name of Registrant as specified in its Charter)

Maryland

001-32265

76-0753089

Maryland

333-181102-01

56-2473181

(State or other jurisdiction of

incorporation or organization)

(Commission file number)

(I.R.S. Employer

Identification Number)

12700 Hill Country Boulevard, Suite T-200
Austin, TX 78738
(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:

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))


Item 2.01     Completion of Acquisition or Disposition of Assets

On September 14, 2012, American Campus Communities, Inc. (the "Company") and American Campus Communities Operating Partnership LP (the "Operating Partnership" and, together with the Company, "ACC") completed the transactions (the "Transaction") contemplated by the Agreement of Merger and Contribution, dated as of June 7, 2012, as amended (the "Merger Agreement"), among ACC and Campus Acquisitions Holdings, LLC, the Property Entities (as defined therein), Campus Acquisitions Management, LLC, the Development Entities (as defined therein) and Campus Acquisitions Investment Management LLC.  Pursuant to the Transaction, ACC acquired 15 student housing properties with 6,579 beds for a purchase price of $627.0 million, consisting of the assumption of approximately $231.1 million of outstanding mortgage debt, the issuance of approximately $15.0 million in the form of units of common limited partnership interest in the Operating Partnership, and approximately $380.9 million in cash.

Item 7.01     Other Events

On September 17, 2012, the Company issued a press release announcing the closing of the Transaction, a copy of which is included as Exhibit 99.1 hereto.

Such information 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, 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 Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

Set forth below are the financial statements relating to the Transaction that are required to be filed as part of this Form 8-K:

(a)       Financial Statements of Business Acquired.

The financial statements required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.

(b)       Pro Forma Financial Information.

The financial information required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.

(c)       Exhibits.

The Exhibit to this Report is listed on the Exhibit Index attached hereto.


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:

September 19, 2012

AMERICAN CAMPUS COMMUNITIES, INC.

 

 

 

 

By:

/s/ Jonathan A. Graf

Jonathan A. Graf

Executive Vice President, Chief Financial

Officer, Secretary and Treasurer

 

AMERICAN CAMPUS COMMUNITIES

OPERATING PARTNERSHIP LP

 

By:

American Campus Communities Holdings

LLC, its general partner

 

By:

American Campus Communities, Inc.,

its sole member

 

By:

/s/ Jonathan A. Graf

Jonathan A. Graf

Executive Vice President,

Chief Financial Officer,

Secretary and Treasurer


EXHIBIT INDEX

Exhibit

Number

 

Title

99.1

Press Release, dated September 17, 2012

EX-99.1 2 a50414547ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

American Campus Completes Purchase of Campus Acquisitions Portfolio

AUSTIN, Texas--(BUSINESS WIRE)--September 17, 2012--American Campus Communities, Inc. (NYSE:ACC), the largest owner, manager and developer of high-quality student housing properties in the U.S., today announced the completion of the previously announced acquisition of Campus Acquisitions’ 15 student housing properties with 6,579 beds for a purchase price of $627.0 million. The acquisition consideration consists of the assumption of approximately $231.1 million of outstanding mortgage debt, the issuance of 325,098 Operating Partnership units valued at $46.14 per unit, and approximately $380.9 million in cash.

“These assets exemplify our investment criteria of differentiated products in close proximity to campus in submarkets with high barriers to entry,” said Bill Bayless, American Campus CEO. “With the implementation of our operating platform across the portfolio, we should achieve operational efficiencies and upside, synergies within the seven markets where we have existing properties, and meaningful accretion in asset value.”

American Campus believes these assets represent some of the best product in their respective markets with a combined distance to campus of 0.23 miles. Eleven properties are located in seven existing American Campus markets, with the remaining four located in four new tier one markets including Baylor University, University of Southern California, Iowa State University, and Purdue University. In addition to implementing the company’s proprietary operating platform across the portfolio, the company anticipates investing $13.7 million in capital improvements to drive future rental rate and revenue growth. The projected year-one cap rate is 5.9 percent nominal (inclusive of upfront capital improvements) and 5.6 percent economic (inclusive of the assumed $200 per bed capital reserves, upfront capital improvements, loan assumption costs, and transaction expenses).

The 15 communities include:

  • 309 Green, University of Illinois, 416 beds
  • Lofts54, University of Illinois, 172 beds
  • Chauncey Square, Purdue University, 386 beds
  • Vintage West Campus, The University of Texas at Austin, 121 beds
  • Texan West Campus, The University of Texas at Austin, 190 beds
  • The Vue, Arizona State University, 468 beds
  • Union, Baylor University, 120 beds
  • Icon Plaza, University of Southern California, 253 beds
  • Landmark, University of Michigan, 606 beds
  • Campustown Rentals, University of Illinois, 766 beds
  • Campustown, Iowa State University, 1,206
  • The Castilian, The University of Texas at Austin, 623 beds
  • River Mill, University of Georgia, 461 beds
  • Garnet River Walk, University of South Carolina, 476 beds
  • Bishops Square, Texas State University, 315 beds

BofA Merrill Lynch acted as exclusive financial adviser to American Campus. Locke Lord LLP served as legal counsel to the company. UBS Investment Bank acted as financial adviser to Campus Acquisitions.

About American Campus Communities

American Campus Communities, Inc. is the largest developer, owner and manager 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, and operational management of student housing properties. American Campus Communities owns 140 student housing properties containing approximately 84,300 beds. Including its owned and third-party managed properties, ACC's total managed portfolio consists of 169 properties with approximately 108,200 beds. Visit americancampus.com or studenthousing.com.


Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements under the federal securities law. These statements are based on current expectations, estimates and projections about the industry and markets in which American Campus operates, management's beliefs, and assumptions made by management. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict.

CONTACT:
American Campus Communities, Inc., Austin
Gina Cowart, 512-732-1000
Investor Relations