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 (Date of earliest event reported): July 19, 2010 (July 14, 2010)

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-32417	20-1352180
(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 1.01.  Entry into a Material Definitive Agreement.

On July 14, 2010, Education Realty Trust, Inc. and certain of its subsidiaries (collectively, the “Company”) entered into definitive agreements with 929 N. Wolfe Street, LLC (the “Owner”), a wholly-owned subsidiary of East Baltimore Development, Inc. (“EBDI”), a non-profit entity, for the development, financing and management of a 20-story, 572-bed graduate student housing complex (the “Project”) at the Science + Technology Park at Johns Hopkins Medical Institute (“Johns Hopkins”). The Project will be constructed on land owned by Johns Hopkins that has been leased to the Owner. The Company has commenced construction with the opening of the Project scheduled for the summer of 2012.

Financing Arrangements

The total cost of the Project, which is approximately $60 million, is expected to be financed through a $42 million conventional construction loan provided by a third-party lender to the Owner and an $18 million second mortgage loan provided by the Company to the Owner (the “Second Mortgage”). The construction loan and Second Mortgage are credit enhanced by a replenishing $2.5 million cash reserve fund provided by the Owner to cover any cash shortfalls. This cash reserve fund is equivalent to approximately 50% of annual cash flow before debt service and will be replenished as necessary each year until a 1.10 debt service coverage ratio with respect to all of the financing for the Project has been achieved for 12 consecutive months.

The term of the Second Mortgage is 30 years and matures in July 2040. The Second Mortgage will earn interest at an annual rate of 10% for years 1 through 5 (including construction periods), 12% for years 6 through 10 and 14% thereafter. The Second Mortgage contains customary affirmative and negative covenants and is secured by a lien on the leasehold interest and a pledge of the replenishing cash reserve fund.

The Company has committed to provide a guarantee (the “Guaranty”) of repayment of the third-party construction loan if such is ultimately obtained. The Company will receive a guarantee fee of approximately $3.0 million.

The Company has also committed to fund the $42 million construction loan if such financing cannot be obtained from a third-party lender. Accordingly, in the event that the construction financing is not obtained from a third-party lender, the Company would provide the entire $60 million necessary to finance the Project. To date, the Owner has selected a third-party lender based upon receiving a non-binding commitment letter for a construction loan.

The agreements for the construction loan, Guaranty and Second Mortgage will be filed with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2010.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01  Regulation FD Disclosure.

Development Project at the Science + Technology Park at Johns Hopkins

The Company announced today the commencement of construction for the previously announced Project at Johns Hopkins. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Development Agreement

Under the terms of the Development Agreement, the Owner will pay the Company development and construction oversight fees of approximately $2.1 million and, upon execution of the Development Agreement, the Owner reimbursed the Company for $2.1 million of pre-development costs that the Company had already incurred. Approximately $1.3 million of the pre-development costs were previously expensed by the Company with the remaining $0.8 million recorded as deferred costs pursuant to previously executed reimbursement agreements. The Development Agreement contains additional terms and conditions which are typical of development agreements generally entered into by the Company in the ordinary course of business.

Management Agreement

Under the terms of the Management Agreement, the Owner will pay the Company management fees based upon 4% of gross revenues generated from the Project.  First year fees are estimated to be approximately $300,000. The term of the Management Agreement is the greater of 10 years or until the full repayment of the Second Mortgage. The Management Agreement contains additional terms and conditions which are typical of management agreements generally entered into by the Company in the ordinary course of business.

Business Considerations

Though the deal structure for the development, financing and management of the Project is different than the Company’s previous development projects, the Company believes that, except for the following notable differences, the overall risk and reward will generally be commensurate with its ONE Plan on-campus development projects, under which the Company uses its equity and financial stability to fund and own projects on university land.

· First full year forecasted yield is 10%, which is at least 200 basis points above the first year forecasted yield for a ONE Plan on-campus development project;

· Risk is mitigated by the replenishing cash reserve fund that represents approximately 50% of yearly EBITDA;

· Upside benefits are limited by the 10% coupon in years 1-5 on the $18 million Second Mortgage; and

· Projected un-leveraged internal rate of return for the Project development, including fees, is expected to be in the upper teens, which exceeds other deals the Company is underwriting.

Accounting Considerations

The Company’s statements of operations will recognize the development services revenue and interest income earned on the Second Mortgage when the Second Mortgage is repaid. The Company’s calculation of Funds From Operations – Adjusted will, however, include the economic benefits of these items on a quarterly basis.

ONE Plan Development Project at the University of Texas at Austin

The Company announced today that The University of Texas System Board of Regents has awarded the Company a ONE Plan on-campus development project at the University of Texas at Austin. A copy of the press release is furnished herewith as Exhibit 99.2 to this Current Report on Form 8-K.

Safe Harbor Statement

The Company believes that certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from those expressed or implied. Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission.

Item 9.01.  Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release dated July 19, 2010
99.2	Press Release dated July 19, 2010

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 19, 2010	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 19, 2010
99.2	Press Release dated July 19, 2010

EX-99.1

Exhibit 99.1

	ForImmediateRelease   Contact:   Randall H. Brown, Executive   Vice President, CFO & Treasurer,    Education Realty Trust   901-259-2507   rbrown@edrtrust.com
	Susan Jennings, Public Relations,   Education Realty Trust   901-259-2506   sjennings@edrtrust.com

Education Realty Trust Begins Construction

on New Graduate Student Housing Project

at the Science + Technology Park at Johns Hopkins

MEMPHIS, Tenn., July 19, 2010 —— Education Realty Trust Inc. (NYSE:EDR), a leader in the ownership, development and management of collegiate student housing, today announced they have commenced construction on a new graduate student housing project in the Science + Technology Park at Johns Hopkins.

Scheduled to open in the summer of 2012, Education Realty Trust will develop and manage the 572-bed, 20-story building constructed on land owned by Johns Hopkins University and leased to a subsidiary of East Baltimore Development, Inc., (EBDI) a nonprofit partnership of private and public entities dedicated to Baltimore’s urban revitalization.

Otis Warren & Company, Inc., a local real estate and development company, is co-developing the project with Education Realty Trust.  Other Baltimore area companies involved in the project include Marks, Thomas Architects and Clark Construction.

Under terms of the agreements, Education Realty Trust will (a) receive develop-ment and construction oversight fees and reimbursement of pre-development expenses, (b) invest in the form of an $18 million second mortgage, (c) provide a repayment guarantee of the construction first mortgage, and (d) receive a 10-year management contract.  Further financial information is included in the Company’s Form 8K filed concurrently with this release.

more-

Page 2, EDR - Johns Hopkins

“We are especially proud to be working with such a prestigious institution and doing our part to help the people of Johns Hopkins continue their cutting-edge medical work,” said Thomas Trubiana, Executive Vice President and Chief Investment Officer of Education Realty Trust.

Education Realty Trust also received a ten-year contract to manage the property which will draw residents from the more than 4,000 students and fellows attending the Johns Hopkins Medical School, the School of Nursing, and the Bloomberg School of Public Health located on the east campus.

Currently, Johns Hopkins provides limited housing for graduate students near the medical center campus.  A portion of that housing will be taken out of service when this new project opens in 2012.

Designed to appeal to graduate students, the majority of the apartments will be studios, one-and two-bedroom units.  All will have premium amenities such as hardwood flooring, stainless steel appliances and granite countertops with access to state of the art technology, exercise facilities, Johns Hopkins’ computer system, and a garden rooftop terrace.

The latest in sustainable products and building systems will be used in the construction and finishing of the building.  LEED’s Silver Certification will be sought for the project.

Located across the street from a three-acre green space in the Science + Technology Park at Johns Hopkins, the development will also lease 8,300 square feet of retail space on the ground floor.

The Science + Technology Park at Johns Hopkins is the anchor of the first phase of an urban revitalization initiative for the 88 acres adjacent to the Johns Hopkins east campus. EBDI and Forest City–New East Baltimore Partnership are coordinating this revitalization which is the single largest redevelopment project in Baltimore representing $1.8 billion in new investments.

-more-

Page 3, EDR - Johns Hopkins

“Providing state of the art housing for Johns Hopkins graduate students is a pivotal piece of the success we are trying to realize with this urban revitalization,” said Cynthia P. Swisher, Chief Financial Officer of East Baltimore Development Inc.  “We appreciate the expertise of our development partners and look forward to the opening in 2012.”

"I am very pleased that Education Realty Trust is moving forward with this exciting new project that will build upon our efforts to revitalize East Baltimore," said Baltimore Mayor Stephanie Rawlings-Blake.  "The graduate student housing project brings millions in new private investment to Baltimore and will serve as a new hub of student life at the Science and Technology Park at Johns Hopkins."

An official ground breaking ceremony is planned for third quarter, 2010.

About Education Realty Trust

Education Realty Trust, Inc. (NYSE:EDR) is one of America's largest owners, developers and operators of collegiate student housing. EDR is a self-administered and self-managed real estate investment trust that owns or manages 64 communities in 22 states with 37,830 beds. For more information please visit the Company's Web site at www.educationrealty.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the Company's business that are not historical facts are "forward-looking statements." Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the Company'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" in our annual report on Form 10-K and under the caption "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise.

EX-99.2

Exhibit 99.2

	For Immediate Release    Contact:   Randall H. Brown, Executive   Vice President, CFO & Treasurer,   Education Realty Trust   901-259-2507   rbrown@edrtrust.com
	Susan Jennings, Public Relations,   Education Realty Trust   901-259-2506   sjennings@edrtrust.com

Education Realty Trust Selected to Develop, Own and Manage

New Collegiate Housing by The University of Texas at Austin

Project Authorized by Board of Regents

MEMPHIS, Tenn., July 19, 2010 —— Education Realty Trust Inc. (NYSE:EDR), one of the nation's largest developers, owners and managers of quality university housing, has been selected by The University of Texas System Board of Regents to be the ground tenant to develop, own and manage a new high-rise apartment community aimed at the collegiate community near the campus of The University of Texas at Austin.  No ground lease has yet been signed; the parties are in the process of negotiating the lease and related documents.

This project will be financed through Education Realty Trust’s On-Campus Equity plan – or The ONE PlanSM.

“With The ONE Plan, the Company uses its equity and financial stability to fund projects on university-owned land,” said Thomas Trubiana, Executive Vice President and Chief Investment Officer for Education Realty Trust.

-more-

Page 2, EDR – UT

Last Wednesday The University of Texas System Board of Regents authorized the ground lease of approximately 1.43 acres which are known as 600 West 24th Street, Austin, Travis County, Texas, to Education Realty Trust “for a term of 60 years plus a construction period expiring no later than September 1, 2013, for the construction and operation of residential, ground floor retail, and related parking facilities.”  It further authorized the U.T. System Executive Director of Real Estate “to execute all documents, instruments, and other agreements, subject to approval of all such documents as to legal form by the Office of General Counsel, and to take all further actions deemed necessary or advisable to carry out the purpose and intent of the foregoing actions within the parameters outlined in the Executive Session.”

"It was a competitive process and we are happy The University of Texas at Austin selected us for this meaningful new project," said Randy Churchey, President and Chief Executive Officer of Education Realty Trust.

Two award-winning companies have been selected by Education Realty Trust to work on the project.  The lead architecture and design firm is Page Southerland Page Architects, which received the Texas Society of Architects’ Design Award in 2010 and the Architecture Firm Award in 2009.  Hensel Phelps Construction Company is the general contractor.  They received the 2010 Building Award in the Residential/ Multi-family Category from the TEXCO Construction Association.

Commencement of construction is subject to execution of final definitive agreements, city approval processes and confirmation of development costs.

About Education Realty Trust

Education Realty Trust, Inc. (NYSE:EDR) is one of America's largest owners, developers and operators of collegiate student housing. EDR is a self-administered and self-managed real estate investment trust that owns or manages 64 communities in 22 states with 37,830 beds. For more information please visit the Company's Web site at www.educationrealty.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements about the Company's business that are not historical facts are "forward-looking statements." Forward-looking statements are based on current expectations. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks and uncertainties that could cause the Company'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" in our annual report on Form 10-K and under the caption "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in our quarterly reports on Form 10-Q, and as described in our other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any guidance or other forward-looking statement, whether as a result of new information, future developments, or otherwise.