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): January 26, 2016
CAMPUS CREST COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-34872 | 27-2481988 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation or organization) | Identification No.) |
| 2100 Rexford Road, Suite 414 | ||
| Charlotte, North Carolina | 28211 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (704) 496-2500
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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
An annual meeting of stockholders of Campus Crest Communities, Inc. (the “Company”) was held on January 26, 2016 in Charlotte, North Carolina (the “Annual Meeting”) to vote on the proposals set forth in the Company’s proxy statement dated December 7, 2015 and first mailed to the Company’s stockholders on or about December 9, 2015. A total of 56,925,332 of the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), out of a total of 64,756,541 outstanding shares of Common Stock entitled to vote as of December 1, 2015 (the “Record Date”), were present in person or represented by proxy at the Annual Meeting, which constituted a quorum. A summary of the voting results for the proposals is set forth below.
Proposal 1: The Merger
At the Annual Meeting, the Company’s stockholders voted upon and approved a proposal to approve the merger of the Company with and into HSRE Quad Merger Sub, LLC, an affiliate of Harrison Street Real Estate Capital, LLC (the “Merger”), pursuant to that certain Agreement and Plan of Merger dated as of October 16, 2015 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, HSRE Quad Merger Parent, LLC, HSRE Quad Merger Sub, LLC and CCGSR, Inc. (the “Merger Proposal”). Approximately 72.18% of the outstanding shares of Common Stock of the Company entitled to vote on the record date for the Annual Meeting and 99.32% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 46,741,286 | 284,510 | 31,396 | 9,868,140 |
Proposal 2: Merger-Related Compensation
At the Annual Meeting, the Company’s stockholders voted upon and approved a proposal to approve on an advisory (non-binding) basis the compensation that may become payable to the Company’s named executive officers in connection with the Merger (the “Merger-Related Compensation Proposal”). Approximately 95.90% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 45,129,716 | 1,597,217 | 330,258 | 9,868,141 |
Proposal 3: Adjournment
At the Annual Meeting, the Company’s stockholders voted upon and approved a proposal to approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to approve the Merger and the Merger Agreement (the “Adjournment Proposal”). Approximately 93.88% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions |
| 53,446,944 | 3,009,945 | 468,442 |
Proposal 4: Election of Directors
The following eight (8) directors were duly elected to hold office until the Company’s next annual meeting of stockholders and until their successors have been duly elected and qualified, or, if earlier, until the closing of the Merger: Randall H. Brown, Lauro Gonzalez-Moreno, Richard S. Kahlbaugh, James W. McCaughan, Denis McGlynn, Curtis McWilliams, Raymond Mikulich and Daniel L. Simmons. The table below sets forth the voting results for each director nominee:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Randall H. Brown | 45,576,964 | 1,480,228 | 9,868,140 |
| Lauro Gonzalez-Moreno | 45,296,329 | 1,760,863 | 9,868,140 |
| Richard S. Kahlbaugh | 35,372,104 | 11,685,088 | 9,868,140 |
| James W. McCaughan | 45,183,543 | 1,873,649 | 9,868,140 |
| Denis McGlynn | 45,124,729 | 1,932,463 | 9,868,140 |
| Curtis McWilliams | 45,571,970 | 1,485,222 | 9,868,140 |
| Raymond Mikulich | 45,576,626 | 1,480,566 | 9,868,140 |
| Daniel L. Simmons | 45,310,130 | 1,747,062 | 9,868,140 |
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Proposal 5: Ratification of the Selection of Grant Thornton LLP
At the Annual Meeting, the Company’s stockholders voted upon and approved a proposal to ratify the selection by the Company’s audit committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; (the “Ratification of Grant Thornton Proposal”). Approximately 98.00% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions |
| 55,791,349 | 1,052,737 | 81,246 |
Proposal 6: Executive Compensation Proposal
At the Annual Meeting, the Company’s stockholders voted upon and approved a proposal to approve on an advisory (non-binding) basis the compensation paid to the Company’s named executive officers (the “Executive Compensation Proposal”). Approximately 78.11% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 36,756,521 | 9,691,560 | 609,110 | 9,868,141 |
Proposal 7: Stockholder Proposal on Majority Voting in Uncontested Director Elections
At the Annual Meeting, the Company’s stockholders voted upon and approved on an advisory (non-binding) basis a stockholder proposal regarding majority voting in uncontested director elections at the Company (the “Stockholder Majority Voting Proposal”). Approximately 93.27% of the votes cast on such proposal were voted in favor of the proposal. The votes on this proposal were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 43,304,307 | 1,326,718 | 1,797,328 | 10,489,979 |
As a result of the votes cast at the Annual Meeting, the Merger Proposal, the Merger-Related Compensation Proposal, the Adjournment Proposal, the Ratification of Grant Thornton Proposal, the Executive Compensation Proposal and the Stockholder Majority Voting Proposal were each approved by the Company’s stockholders. In addition, Randall H. Brown, Lauro Gonzalez-Moreno, Richard S. Kahlbaugh, James W. McCaughan, Denis McGlynn, Curtis McWilliams, Raymond Mikulich and Daniel L. Simmons were elected at the Annual Meeting to serve as directors by the Company’s stockholders.
It was not necessary to adjourn the Annual Meeting under the authority granted by the Adjournment Proposal because there were sufficient votes at the time of the Annual Meeting to approve the Merger Proposal.
| Item 8.01 | Other Events. |
On January 26, 2016, the Company issued a press release announcing that holders of its outstanding shares of Common Stock approved the Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Exhibit Description | |
| 99.1 | Press release issued by Campus Crest Communities, Inc., dated January 26, 2016 |
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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.
| CAMPUS CREST COMMUNITIES, INC. | ||
| By: | /s/ Scott R. Rochon | |
| Scott R. Rochon | ||
| Chief Accounting Officer and Secretary | ||
Dated: January 27, 2016
Exhibit Index
| Exhibit Number |
Description |
| 99.1 | Press release issued by Campus Crest Communities, Inc., dated January 26, 2016 |
Exhibit 99.1
Campus Crest Shareholders Approve Acquisition
by
Harrison Street Real Estate Capital
Charlotte, NC – January 26, 2016 – Campus Crest Communities, Inc. (NYSE: CCG) (the “Company” or “Campus Crest”), announced today that holders of its outstanding shares of common stock approved the acquisition (the “Merger”) of Campus Crest by affiliates of Harrison Street Real Estate Capital, LLC ("Harrison Street") at the Company’s annual shareholder meeting held earlier today. Approximately 99.3% of the votes cast were in favor of the Merger.
The closing of the Merger remains subject to the satisfaction or waiver of customary closing conditions related to the Merger, including but not limited to the receipt of certain lender consents. Campus Crest currently expects the Merger to close by the end of February. Upon the closing of the Merger, the Company will no longer be a publicly-held company and shares of its common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended.
Aaron Halfacre, President and Chief Investment Officer of Campus Crest, said, “We are pleased by our investors’ overwhelming support of the transaction. Campus Crest and Harrison Street are working diligently toward a successful closing and look forward to announcing the official closing date once all of the closing conditions have been satisfied.”
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in 79 student housing properties with over 42,000 beds across North America. Additional information can be found on the Company's website at http://www.campuscrest.com.
About Harrison Street Real Estate Capital
Harrison Street Real Estate Capital is a real estate private equity firm founded in 2005 by real estate veteran Christopher Merrill, Chris Galvin (former Chairman & CEO of Motorola) & Mike Galvin (former Assistant Secretary of the U.S. Commerce Department for Export Administration) that directly and through its affiliates, has approximately $8 billion in assets under management (AUM) through commingled funds and public securities products. The commingled funds focus exclusively on the Education, Healthcare and Storage segments of the US & European real estate markets. Since inception, the Firm has acquired or developed over $10 billion of real estate throughout 480 properties in 40 states including over 63,000 student housing beds, more than 14,000 senior housing units, over 5.9 million square feet of medical office space, and more than 92,000 self-storage units. For more information please visit www.harrisonst.com.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements, which include statements regarding the proposed Merger between the Company and Harrison Street, may be identified by the inclusion of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “goal” and variations of such words and other similar expressions, and are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. These statements, as they relate to the Company or Harrison Street, the management of either such company or the proposed Merger, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. The Company intends that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement; the outcome of any legal proceedings that may be instituted against the Company and others in connection with the proposed Merger; the inability to complete the proposed Merger due to the failure to satisfy the conditions to the Merger, including obtaining lender consents and other closing conditions more fully described in the Merger agreement; risks that the proposed Merger disrupts current plans and operations of the Company; potential difficulties in employee retention as a result of the proposed Merger; the value of any CVRs which may be issued in connection with the Merger; legislative, regulatory and economic developments; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed Merger; the effect of the announcement of the proposed Merger on the Company’s relationships with colleges and universities, relationships with tenants, operating results and business generally, and other risks and uncertainties described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and in the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015 and June 30, 2015 and in other documents filed with the Securities and Exchange Commission (“SEC”) by the Company. Given these uncertainties, current and prospective investors should be cautioned in their reliance on such forward-looking statements. Except as required by law, the Company disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. A more comprehensive discussion of risks, uncertainties, financial reporting restatements, and forward-looking statements may be seen in the Company’s Annual Report on Form 10-K and other periodic filings with the SEC.
Contact:
Investor Relations
(704) 496-2500
Investor.Relations@CampusCrest.com