Attached files
| file | filename |
|---|---|
| EX-5 - EX-5 - AMERICAN CAMPUS COMMUNITIES INC | d73205exv5.htm |
| EX-1.2 - EX-1.2 - AMERICAN CAMPUS COMMUNITIES INC | d73205exv1w2.htm |
| EX-1.3 - EX-1.3 - AMERICAN CAMPUS COMMUNITIES INC | d73205exv1w3.htm |
| EX-1.1 - EX-1.1 - AMERICAN CAMPUS COMMUNITIES INC | d73205exv1w1.htm |
| EX-99.1 - EX-99.1 - AMERICAN CAMPUS COMMUNITIES INC | d73205exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 19, 2010
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
| Maryland (State or other jurisdiction of incorporation or organization) |
001-32265 (Commission file number) |
760753089 (I.R.S. Employer Identification Number) |
805 Las Cimas Parkway Suite 400
Austin, TX 78746
(Address of principal executive offices) (Zip Code)
Austin, TX 78746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 732-1000
Not applicable
(Former name or former address, if changed since last report)
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 8.01 Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-1.1 | ||||||||
| EX-1.2 | ||||||||
| EX-1.3 | ||||||||
| EX-5 | ||||||||
| EX-99.1 | ||||||||
Table of Contents
| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 19, 2010, American Campus Communities Inc., a Maryland corporation (the “Company”),
announced that it had created an at-the-market equity program under which it may sell its common
stock with an aggregate offering price of up to $150 million (the “Shares”) from time to time
through Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and KeyBanc
Capital Markets Inc., as sales agents and/or principals (collectively, the “Agents”).
The offering will occur pursuant to three separate Equity Distribution Agreements
(collectively, the “Agreements”) between the Company, American Campus Communities Operating
Partnership LP and American Campus Communities Holdings LLC, on the one hand, and each of the
Agents, on the other hand. Under the Agreements, each of the Agents will be entitled to a
commission that will not exceed, but may be lower than, 2% of the gross offering proceeds of any
Shares sold through it.
Sales of the Shares, if any, under the Agreements may be made in transactions that are deemed
to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as
amended, including sales made by means of ordinary brokers’ transactions, including on the New York
Stock Exchange, at market prices or as otherwise agreed with the Agents. The Company has no
obligation to sell any of the Shares, and may at any time suspend offers under the Agreements or
terminate the Agreements.
The Shares will be issued pursuant to a prospectus supplement dated May 19, 2010 (the
“Prospectus Supplement”) to the prospectus included in the Company’s automatic shelf registration
statement on Form S-3 (File No. 333-157979) dated March 16, 2009. This Report shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares
in any state in which such offer, solicitation or sale would be unlawful prior to registration of
qualification under the securities laws of any such state.
The Agreements are filed as Exhibits 1.1, 1.2 and 1.3 to this Report. The description of the
Agreements does not purport to be complete and is qualified in its entirety by reference to the
Agreements filed herewith as exhibits to this Report.
| Item 8.01 | Other Events. |
On May 19, 2010, the Company issued a press release relating to the execution of the
Agreements and filing of the Prospectus Supplement. A copy of the press release is attached hereto
as Exhibit 99.1.
Table of Contents
| Item 9.01. | Financial Statements and Exhibits. |
(c) Exhibits.
| Exhibit | ||
| Number | Title | |
1.1
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the other hand. | |
1.2
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and J.P. Morgan Securities Inc., on the other hand. | |
1.3
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and KeyBanc Capital Markets Inc., on the other hand. | |
5
|
Opinion of Locke Lord Bissell & Liddell LLP | |
23.1
|
Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5 hereto) | |
99.1
|
Press release, dated May 19, 2010 |
Table of Contents
SIGNATURES
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.
| Date: May 20, 2010 | AMERICAN CAMPUS COMMUNITIES, INC. |
|||
| By: | /s/ Jonathan A. Graf | |||
| Jonathan A. Graf | ||||
| Executive Vice President, Chief Financial Officer, Secretary and Treasurer | ||||
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Title | |
1.1
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on the other hand. | |
1.2
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and J.P. Morgan Securities Inc., on the other hand. | |
1.3
|
Form of Equity Distribution Agreement, dated May 19, 2010, between American Campus Communities, Inc., American Campus Communities Operating Partnership LP and American Campus Communities Holdings LLC, on one hand, and KeyBanc Capital Markets Inc., on the other hand. | |
5
|
Opinion of Locke Lord Bissell & Liddell LLP | |
23.1
|
Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5 hereto) | |
99.1
|
Press release, dated May 19, 2010 |