Attached files
| file | filename |
|---|---|
| EX-5.1 - Education Realty Trust, Inc. | v207116_ex5-1.htm |
| EX-8.1 - Education Realty Trust, Inc. | v207116_ex8-1.htm |
| EX-1.1 - Education Realty Trust, Inc. | v207116_ex1-1.htm |
| EX-99.1 - Education Realty Trust, Inc. | v207116_ex99-1.htm |
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): January 7, 2011 (January 5,
2011)
Education
Realty Trust, Inc.
|
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 January 5, 2011, Education Realty
Trust, Inc. (the “Company”) and Education Realty Operating Partnership, LP (the
“Operating Partnership”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith
Incorporated and KeyBanc Capital Markets Inc., as representatives of the several
underwriters named in Schedule I annexed thereto (the “Underwriters”). Pursuant
to the terms and conditions of the Underwriting Agreement, the Company agreed to
sell 11,500,000 shares of common stock, par value $0.01 per share, at a per
share purchase price to the public of $7.30. Pursuant to the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to purchase up
to 1,725,000 additional shares of common stock to cover overallotments, if any,
at the price to the public, less the underwriting discount. The
common stock was offered and sold pursuant to a prospectus supplement, dated
January 5, 2011, and a base prospectus, dated September 10, 2009, relating to
the Company’s effective shelf registration statement on Form S-3 (File No.
333-161493). A copy of the Underwriting Agreement is filed herewith as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
7.01. Regulation FD Disclosure.
A copy of the press release announcing
the pricing of the common stock offering is furnished herewith as Exhibit 99.1
to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
1.1
|
Underwriting
Agreement, dated January 5, 2011, by and between Education Realty Trust,
Inc., Education Realty Operating Partnership, LP and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets Inc.,
as representatives of the several underwriters named in Schedule I annexed
thereto.
|
|
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5.1
|
Opinion
of Venable LLP regarding the legality of shares.
|
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8.1
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Opinion
of Bass, Berry & Sims PLC regarding tax matters.
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23.1
|
Consent
of Venable LLP (included in Exhibit 5.1).
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23.1
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Consent
of Bass, Berry & Sims PLC (included in Exhibit
8.1).
|
|
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99.1
|
Press
Release dated January 5,
2011.
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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.
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EDUCATION
REALTY TRUST, INC.
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||
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Date:
January 7, 2011
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By:
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/s/
Randall H. Brown
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Randall
H. Brown
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||
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Executive
Vice President, Chief Financial Officer,
Treasurer
and Secretary
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||
INDEX
TO EXHIBITS
|
Exhibit
No.
|
Description
|
|
|
1.1
|
Underwriting
Agreement, dated January 5, 2011, by and between Education Realty Trust,
Inc., Education Realty Operating Partnership, LP and Merrill Lynch,
Pierce, Fenner & Smith Incorporated and KeyBanc Capital Markets Inc.,
as representatives of the several underwriters named in Schedule I annexed
thereto.
|
|
|
5.1
|
Opinion
of Venable LLP regarding the legality of shares.
|
|
|
8.1
|
Opinion
of Bass, Berry & Sims PLC regarding tax matters.
|
|
|
23.1
|
Consent
of Venable LLP (included in Exhibit 5.1).
|
|
|
23.1
|
Consent
of Bass, Berry & Sims PLC (included in Exhibit
8.1).
|
|
|
99.1
|
Press
Release dated January 5,
2011.
|