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): August 4, 2022

AMERICAN CAMPUS COMMUNITIES, INC.

(Exact name of Registrant as specified in its Charter)

Maryland	001-32265	76-0753089
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

12700 Hill Country Blvd., Suite T-200, Austin, Texas 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	ACC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

American Campus Communities, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) on August 4, 2022. At the Special Meeting, the Company’s common stockholders voted on three proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 18, 2022, as it may be amended from time to time, among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, the Company and American Campus Communities Operating Partnership LP, each of which is described in further detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission and first mailed to stockholders on June 16, 2022. The Merger Agreement provides for (1) the merger of the Company with and into Abacus Merger Sub I LLC (the “Company Merger”) and (2) the merger of Abacus Merger Sub II LLC with and into American Campus Communities Operating Partnership LP (together with the Company Merger, the “Mergers”).

As of the close of business on June 14, 2022, the record date for the Special Meeting, there were 139,483,032 shares of common stock of the Company, par value $0.01 per share (the “common stock”), outstanding and entitled to vote, as well as 1,171,141 unvested restricted stock awards entitled to be voted by employees. Each share of common stock was entitled to one vote with respect to each proposal at the Special Meeting. A total of 115,136,535 shares of common stock were voted virtually or by proxy, representing 81.9% of the votes entitled to be cast at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. At the Special Meeting, the Company’s common stockholders were asked to consider and vote on the following matters:

• a proposal to approve the Company Merger pursuant to the terms of the Merger Agreement (the “Merger Proposal”); and

• a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers (the “Advisory Compensation Proposal”).

At the Special Meeting, the Company’s common stockholders approved the Merger Proposal and the Advisory Compensation Proposal. Because there were sufficient votes present to approve the Merger Proposal, a third proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies, was rendered moot and was not presented.

The final voting results for each proposal are set forth below.

Merger Proposal

At the Special Meeting, the Company’s common stockholders voted to approve the Company Merger. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions
114,860,092	262,543	13,899

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Advisory Compensation Proposal

At the Special Meeting, the Company’s common stockholders voted to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Mergers. The table below sets forth the voting results for this proposal:

Votes For	Votes Against	Abstentions
69,096,595	44,345,733	1,694,206

Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

Subject to the satisfaction or waiver of all of the conditions to the closing of the Mergers in the Merger Agreement, the Mergers are expected to be completed on August 9, 2022.

Item 8.01 Other Events

On August 4, 2022, the Company issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

99.1	Press Released issued August 4, 2022
104	Cover page interactive data file (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 4, 2022

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ Kim K. Voss
	Kim K. Voss
	Executive Vice President, Chief Accounting Officer

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EX-99.1

Exhibit 99.1

MEDIA RELEASE

American Campus Communities’ Stockholders Approve

Acquisition by Blackstone Funds

AUSTIN, TX, August 4, 2022 – American Campus Communities, Inc. (NYSE:ACC), the largest owner, manager and developer of high-quality student housing properties in the U.S., today announced that, at the concluded special meeting of stockholders held today, its stockholders approved the acquisition of the company by Blackstone Core+ perpetual capital vehicles, primarily comprised of Blackstone Real Estate Income Trust, Inc., alongside Blackstone Property Partners L.P.

The company will provide final vote results for the special meeting, as certified by the independent Inspector of Election, on a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission.

The transaction is expected to close on or about August 9, 2022, subject to the satisfaction or waiver of customary closing conditions. Under the terms of the merger agreement announced on April 19, 2022, among other things, each share of the company’s common stock issued and outstanding at the effective time of the merger will be automatically cancelled and converted into the right to receive, in accordance with the terms of the merger agreement, an amount in cash equal to $65.47 per share, without interest. Upon closing of the transaction, ACC common stock will no longer be listed on any public market.

About American Campus Communities

American Campus Communities, Inc. is the largest owner, manager and developer 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. As of June 30, 2022, American Campus Communities owned 166 student housing properties containing approximately 111,900 beds. Including its owned and third-party managed properties, ACC’s total managed portfolio consisted of 204 properties with approximately 143,100 beds. Visit www.americancampus.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements under the applicable federal securities law. These statements are based on management’s current expectations and assumptions regarding markets in which American Campus Communities, Inc. (the “Company”) operates, operational strategies, anticipated events and trends, the economy, and other future conditions. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. These risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward looking-statements include but are not limited to: the ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to the satisfaction of closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; risks that the proposed

transaction disrupts the Company’s current plans and operations or diverts the attention of the Company’s management or employees from ongoing business operations; the risk of potential difficulties with the Company’s ability to retain and hire key personnel and maintain relationships with suppliers and other third parties as a result of the proposed transaction; the failure to realize the expected benefits of the proposed transaction; the proposed transaction may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company’s business may suffer as a result of uncertainty surrounding the proposed transaction; the risk that shareholder litigation in connection with the proposed transaction may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the transaction or any further announcements or the consummation of the transaction on the market price of the Company’s common stock and those discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2021 under the heading “Risk Factors” and under the heading “Business—Forward-looking Statements” and in the other period reports the Company files with the SEC. We undertake no obligation to publicly update any forward-looking statements.

AT THE COMPANY:

Ryan Dennison

Investor Relations

(512) 732-1000

XML

Document and Entity Information	Aug. 04, 2022
Cover [Abstract]
Entity Registrant Name	AMERICAN CAMPUS COMMUNITIES INC
Amendment Flag	false
Entity Central Index Key	0001283630
Document Type	8-K
Document Period End Date	Aug. 04, 2022
Entity Incorporation State Country Code	MD
Entity File Number	001-32265
Entity Tax Identification Number	76-0753089
Entity Address, Address Line One	12700 Hill Country Blvd.
Entity Address, Address Line Two	Suite T-200
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78738
City Area Code	(512)
Local Phone Number	732-1000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	ACC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false