As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-255622
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
To
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Campus Communities, Inc. | Maryland | 76-0753089 | ||
(American Campus Communities LLC as successor by merger to American Campus Communities, Inc.) | ||||
American Campus Communities Operating Partnership LP | Maryland |
56-2473181 | ||
(Exact Name of Registrant as Specified in Its Charter) | (State of Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
12700 Hill Country Blvd., Suite T-200
Austin, Texas 78738
(512) 732-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
William C. Bayless, Jr.
Chief Executive Officer
American Campus Communities, Inc.
12700 Hill Country Blvd., Suite T-200
Austin, Texas 78738
(512) 732-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Brian M. Stadler
Matthew B. Rogers
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were registered but not sold pursuant to this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
American Campus Communities, Inc.
Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
American Campus Communities Operating Partnership LP
Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-255622) (the Registration Statement) of American Campus Communities, Inc., a Maryland corporation (the Company) and American Campus Communities Operating Partnership LP, a Maryland limited partnership (the Partnership), which was filed with the Securities and Exchange Commission on April 29, 2021.
On August 9, 2022, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2022, among the Company, the Partnership, Abacus Parent LLC, a Delaware limited liability company, Abacus Merger Sub I LLC, a Delaware limited liability company (Merger Sub I), and Abacus Merger Sub II LLC, a Maryland limited liability company (Merger Sub II), (i) Merger Sub II merged with and into the Partnership, with the Partnership surviving (the Partnership Merger), and (ii) the Company merged with and into Merger Sub I, with Merger Sub I continuing as the surviving company in the merger (together with the Partnership Merger, the Mergers), under the name American Campus Communities LLC.
As a result of the Mergers, any and all offerings of securities registered pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Company and the Partnership in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, Merger Sub I, as successor to the Company, and the Partnership hereby remove from registration all securities registered under the Registration Statement but unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on August 9, 2022.
American Campus Communities LLC | ||
(as successor by merger to American Campus Communities, Inc.) | ||
By: | /s/ Jacob Werner | |
Name: Jacob Werner | ||
Title: Senior Managing Director and Vice President | ||
American Campus Communities Operating Partnership LP | ||
By: | American Campus Communities Holdings LLC, its general partner | |
By: | /s/ Daniel B. Perry | |
Name: Daniel B. Perry | ||
Title: Vice President |