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): February 13, 2015

Preferred Apartment Communities, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-34995	27-1712193
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3284 Northside Parkway NW Suite 150, Atlanta, GA	30327
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:  (770) 818-4100

(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 February 13, 2015 Preferred Apartment Communities Operating Partnership, L.P. ("PAC-OP"), completed the acquisition (the "Entity Acquisition") of 100% of the equity interest of: (1) Northpointe Investors, LLC ("Northpointe Investors"), the owner of a newly constructed 280-unit class A multifamily community in Houston, Texas ("Northpointe") and (2) Villas Fairfield Partners, LLC ("Fairfield Partners", and collectively with Northpointe Investors, the "Acquired Entities"), the owner of a newly constructed 240-unit class A multifamily community in Houston, Texas ("Cypress", and collectively with Northpointe, the "Acquired Communities"). The aggregate purchase price paid by PAC-OP was approximately $76 million, exclusive of acquisition- and financing-related transaction costs. Preferred Apartment Communities, Inc. (the "Company") is the general partner of, and owner of an approximate 98.6% interest in, PAC-OP. Outside of the acquisition of the Acquired Communities, there is no relationship between the Company and any seller of the equity interests in the Acquired Entities. In connection with the acquisition of the Acquired Communities, the Company paid an acquisition fee of approximately $760,000, or 1.0% of the aggregate purchase price, to Preferred Apartment Advisors, LLC, the Company’s manager (the "Manager").

Immediately following the Entity Acquisition: (a) Northpointe Investors transferred all of its assets (the "Northpointe Transfer") to PAC Northpointe, LLC, a newly formed wholly owned subsidiary of PAC-OP ("PAC Northpointe") and (b) Fairfield Partners transfered all of its assets (the "Cypress Transfer", and collectively with the Northpointe Transfer, the "Transfers") to PAC Cypress, LLC, a newly formed wholly owned subsidiary of PAC-OP ("PAC Cypress", and together with PAC Northpointe, each a "Purchaser" and collectively the "Purchasers"). As soon as practical following the Entity Acquisition and the Transfers, PAC-OP intends to dissolve and wind up the Acquired Entities.

To fund the purchase price for the Entity Acquisition and the Transfers PAC Cypress utilized a separate first mortgage loan, secured only by Cypress, from KeyBank National Association and PAC Northpointe utilized a separate first mortgage loan, secured only by Northpointe, from Prudential Multifamily Mortgage, LLC. KeyBank National Association intends to assign the new loan for PAC Cypress to Freddie Mac and Prudential Multifamily Mortgage, LLC intends to assign the new loan for PAC Northpointe to Fannie Mae, both within 60 days of closing. The first mortgage loan to PAC Cypress acquisition is for approximately $22.9 million and has a maturity date of March 1, 2022, a fixed interest rate of 3.43% per annum and is interest-only for the first two years and thereafter amortizes based on a 30-year amortization. The first mortgage loan to PAC Northpointe acquisition is for approximately $27.9 million and has a maturity date of March 1, 2022, a fixed interest rate of 3.16% per annum and is interest-only for the first two years and thereafter will amortize based on a 30-year amortization.

Item 7.01    Regulation FD Disclosure.

The Company issued a press release on February 17, 2015, a copy of which is furnished as Exhibit 99.1 hereto.

This information, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for 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. This information, including the exhibits, shall not be

incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any of those filings.

Item 9.01    Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by Item 9.01(a) are currently being prepared. The Company will file the required financial statements under the cover of Form 8-K/A as soon as practicable but not later than May 4, 2015, which is the first business day that is 71 calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) is currently being prepared. The Company will file the required pro forma financial information under the cover of Form 8-K/A as soon as practicable but not later than May 4, 2015, which is the first business day that is 71 calendar days after the latest date on which this initial Current Report on Form 8-K is required to be filed.

(d)    Exhibits.

99.1 Press Release dated February 17, 2015

SIGNATURE

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.

PREFERRED APARTMENT COMMUNITIES, INC.

(Registrant)

Date: February 17, 2015	By:	/s/ Jeffrey R. Sprain
		Jeffrey R. Sprain
		General Counsel and Secretary

EX-99.1

Preferred Apartment Communities, Inc. Announces Acquisition of Two Multifamily Communities totaling 520 Units

Atlanta, GA, February 17, 2015

Preferred Apartment Communities, Inc. (NYSE MKT: APTS) ("PAC" or the "Company") today announced the acquisition on February 13, 2015 of two newly constructed class A multifamily communities totaling 520 units in Houston, Texas. "We're pleased to be able to strategically enhance our multifamily presence in the Houston marketplace," said Daniel M. DuPree, the Company's Chief Investment Officer and Vice Chairman. Leonard A. Silverstein, PAC's President and Chief Operating Officer added, "These acquisitions reflect our ongoing strategy of creating greater operational efficiencies in the local and regional markets where we own multifamily communities and our continued efforts create the youngest portfolio in our industry."

The communities acquired were the Avenues at Northpointe, a 280-unit multifamily community, and the Avenues at Cypress, a 240-unit multifamily community, both located in Houston, Texas, for an aggregate purchase price of approximately $76 million, exclusive of acquisition-related and financing-related transaction costs.

PAC acquired the communities through two new wholly-owned subsidiaries. The acquisitions were financed utilizing separate first mortgage loans for each property, one from KeyBank National Association, who intends to assign the loan to Freddie Mac within 60 days, and one from Prudential Multifamily Mortgage, LLC, who intends to assign the loan to Fannie Mae within 60 days. The Freddie Mac loan is for approximately $22.9 million, has a maturity date of March 1, 2022, has a fixed interest rate of 3.43% per annum, is interest-only for the first two years and thereafter amortizes based on a 30-year amortization. The Fannie Mae loan is for approximately $27.9 million, has a maturity date of March 1, 2022, has a fixed interest rate of 3.16% per annum, is interest-only for the first two years and thereafter amortizes based on a 30-year amortization.

About Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc. is a Maryland corporation formed primarily to acquire and operate multifamily properties in select targeted markets throughout the United States. As part of our business strategy, we may enter into forward purchase contracts or purchase options for to-be-built multifamily communities and we may make mezzanine loans, provide deposit arrangements, or provide performance assurances, as may be necessary or appropriate, in connection with the development of multifamily communities and other properties. As a secondary strategy, we also may acquire or originate senior mortgage loans, subordinate loans or mezzanine debt secured by interests in multifamily properties, membership or partnership interests in multifamily properties and other multifamily related assets and invest not more than 20% of our assets in other real estate related investments such as grocery-anchored necessity retail properties, as determined by our manager as appropriate for us. Preferred Apartment Communities, Inc. has elected to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended, commencing with its tax year ended December 31, 2011.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As a general matter, forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. These statements may be identified by the use of forward-looking terminology such as "may," "will," "expects," "should," "plans," "estimates," "anticipates," "projects," "intends," "believes," "outlook" and similar expressions.

The forward-looking statements contained in this press release are based upon our historical performance, current plans, estimates, expectations and other factors we believe are appropriate under the circumstances. The inclusion of this forward-looking information is inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; our projected operating results; estimates relating to our ability to make distributions to our stockholders in the future; availability of qualified personnel; local and national market conditions and trends in our industry; demand for and lease-up of apartment homes, supply of competitive housing product, and other economic conditions; availability of debt and/or equity financing and availability on favorable terms; changes in our asset values; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; and economic trends and economic recoveries.

Additional discussions of risks, uncertainties and certain other important information appear in our publicly available filings made and to be made with the SEC, our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014 and our Quarterly Reports on Form 10-Q filed with the SEC on May 12, 2014, August 11, 2014 and November 10, 2014, all under the headings "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations." All information in this release is as of the morning of February [17], 2015. The Company does not undertake a duty to update forward-looking statements, including its projected operating results. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company may, in its discretion, provide information in future public announcements regarding its outlook that may be of interest to the investment community.

Additional Information

The SEC has declared effective the registration statement (including prospectus) filed by the Company for each of the offerings to which this communication may relate. Before you invest, you should read the final prospectus, and any prospectus supplements, forming a part of the registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the offering to which this communication may relate. In particular, you should carefully read the risk factors described in the final prospectus and in any related prospectus supplement and in the documents incorporated by reference in the final prospectus and any related prospectus supplement to which this communication may relate. You may get these

documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or its dealer manager, International Assets Advisory, LLC, with respect to the Follow-On Offering, or its sales agent, MLV, with respect to the ATM Offering, will arrange to send you a prospectus if you request it by calling Leonard A. Silverstein at (770) 818-4100, 3284 Northside Parkway NW, Suite 150, Atlanta, Georgia 30327.

The final prospectus for the Follow-On Offering, dated October 11, 2013, can be accessed through the following link:

http://www.sec.gov/Archives/edgar/data/1481832/000148183213000128/a424b3prospectus900m.htm

The final prospectus and prospectus supplement for the ATM Offering, dated July 19, 2013 and February 28, 2014, respectively, can be accessed through the following link:

http://www.sec.gov/Archives/edgar/data/1481832/000148183214000015/prospectussupplementatm-20.htm

SOURCE: Preferred Apartment Communities, Inc.

Preferred Apartment Communities, Inc.

Leonard A. Silverstein 770-818-4147

President and Chief Operating Officer

Email: lsilverstein@pacapts.com