8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report July 21, 2009

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32417	201352180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

530 Oak Court Drive, Suite 300 Memphis, Tennessee	38117
(Address of Principal Executive Offices)	(Zip Code)

901-259-2500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨      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 7.01.  Regulation FD Disclosure.

Equity Offering

Education Realty Trust, Inc. (the “Company”) announced today that it is commencing an underwritten public offering of 21,000,000 shares of its common stock. The public offering price and other terms are to be determined by negotiations between the Company and the underwriters. In addition, the Company expects to grant to the underwriters an option for 30 days to purchase up to 3,150,000 additional shares of common stock to cover overallotments, if any, at the public offering price, less the underwriting discount. A copy of the press release announcing the Company’s offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Revised Dividend Policy

The Company’s board of directors has determined, contingent upon completion of the equity offering described above, to reduce the quarterly cash dividend per share of common stock from $0.1025 (an annual rate of $0.41 per share) to $0.05 (an annual rate of $0.20 per share), beginning with the Company’s quarterly dividend for the third quarter of 2009. The payment of any future dividends is subject to authorization by the Company’s board of directors, in its sole discretion, out of funds legally available for the payment of dividends. The actual dividends paid, if any, may vary from currently expected amounts. The Company reserves the right to reduce or suspend dividend payments or to pay any or all of its common stock dividends in a combination of shares of common stock and cash in accordance with applicable Internal Revenue Service procedures.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.  The following exhibit is being furnished herewith to this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release dated July 21, 2009

SIGNATURE

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.

	EDUCATION REALTY TRUST, INC.
Date: July 21, 2009	By:	/s/ Randall H. Brown
		Randall H. Brown Executive Vice President, Chief Financial Officer, Treasurer and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 21, 2009

EX-99.1

Exhibit 99.1

Education Realty Trust Announces Common Stock Offering

MEMPHIS, Tenn., July 21, 2009 — Education Realty Trust, Inc. (NYSE: EDR) announced today that it plans to offer 21,000,000 shares of its common stock in an underwritten public offering. The Company also plans to grant the underwriters a 30-day option to purchase up to 3,150,000 additional shares of common stock to cover overallotments, if any. BofA Merrill Lynch, KeyBanc Capital Markets Inc. and UBS Investment Bank are serving jointly as book-running managers for the offering.

The Company intends to use the net proceeds from the offering to repay debt, including the outstanding balance under its revolving credit facility and a portion of the mortgage debt associated with the communities in its Place portfolio, and any additional net proceeds will be used for general corporate purposes.

The offering is being conducted as a public offering under the Company’s effective shelf registration statement filed with the Securities and Exchange Commission (File No. 333-136147). Copies of the prospectus supplement and prospectus relating to these securities may be obtained by contacting: BofA Merrill Lynch, Attention: Prospectus Department, 4 World Financial Center,  New York, NY 10080; or KeyBanc Capital Markets Inc., 800 Superior Avenue, 17th Floor, Cleveland, OH, 44114; or UBS Investment Bank, Prospectus Department, 299 Park Avenue, New York, NY 10171.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Education Realty Trust

Education Realty Trust (NYSE: EDR) is a self-administered, self-managed real estate investment trust that owns, develops and manages high-quality student housing communities throughout the United States. Led by a team with over 200 years of shared industry experience, EDR is one of America’s largest owners and operators of collegiate student housing. Its portfolio includes 63 communities in 21 states with 37,152 owned and managed beds.

Safe Harbor Statement

Statements about EDR’s business that are not historical facts are “forward-looking statements.” Forward-looking statements are based on current expectations. You should not rely on EDR’s forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause EDR’s future results, performance, or achievements to differ significantly from the results, performance, or achievements expressed or implied by such statements. Such risks are set forth under the captions “Item 1A. Risk Factors” and “Forward-Looking Statements” and under the caption “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in EDR’s annual report on Form 10-K and quarterly reports on Form 10-Q, and as described in its other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and EDR undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Contact:

Brad Cohen

ICR, LLC

203-682-8211

bcohen@icrinc.com