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): December 31, 2013

Landmark Apartment Trust of America, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (804) 237-1335

Former name or former address, if changed since last report: Not Applicable

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:

Summary of Restructuring Transaction

On December 31, 2013, Landmark Apartment Trust of America, Inc. (the “Company”) and Landmark Apartment Trust of America Holdings, LP, the Company’s operating partnership (the “Operating Partnership”, and together with the Company, the “LATA Parties”), entered into that certain Omnibus Agreement (the “Omnibus Agreement”) with Elco Landmark Residential Holdings LLC, a Delaware limited liability company (“ELRH”), Elco Holdings Ltd., an Israeli public corporation (“EH”), and Elco North America Inc., a Delaware corporation (“ENA”, and together with ELRH, “Elco”). EH is the parent company of ENA.

Elco is engaged in the acquisition, management and repositioning of multifamily apartment properties located principally in the southeast United States, which properties are owned, directly or indirectly, in whole by ELRH and affiliates, or, in part by ELRH and its affiliates and in part by private equity funds, pension funds and other co-investors who participated with ELRH in the acquisition and ownership of such properties. As previously described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2012, Elco and certain of its co-investors contributed multifamily apartment properties to the Operating Partnership, and Joseph G. Lubeck, a principal of ELRH, became a member of the board of directors and an executive chairman of the Company (the “Initial Transaction”). Also as previously described in the Company’s Current Report on Form 8-K filed with the SEC on March 19, 2013, the Operating Partnership acquired the property management business previously conducted by affiliates of Elco, including the right to manage certain multifamily apartment properties which ELRH and its affiliates are in the process of contributing (or to the extent a contribution has previously closed, have contributed) to the Operating Partnership (the “Second Transaction”).

The Omnibus Agreement contemplates, among other things, that upon completion of the transactions set forth therein and the other transaction documents contemplated thereby (collectively, the “Restructuring Transaction”), the following will have been consummated:

The principal purposes of the Restructuring Transaction are to (i) enable the Company to acquire the aforementioned multifamily real estate assets of Elco and its affiliates; (ii) enable EH to hold shares in ENA, which shares would be economically equivalent to the common stock of the Company and to entitle EH to have its shares in ENA redeemed for cash, or, at the election of the Company, common stock of the Company; and (iii) facilitate EH’s desire to own an interest in a DCR.

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The board of directors of the Company approved the Restructuring Transaction, with Messrs. Lubeck and Salkind abstaining, based upon the recommendation of a special committee comprised solely of independent directors of the Company.

Set forth below is a summary description of the Omnibus Agreement, which is qualified in its entirety by the actual terms of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Omnibus Agreement

Pursuant to the Omnibus Agreement and the other documents contemplated thereunder, the following steps, among others, will be taken to implement the Restructuring Transaction:

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The Omnibus Agreement also provides for the execution, at the closing of the Restructuring Transaction, of (i) an Amendment to the Amended and Restated Corporate Governance Agreement of the Company, which would, among other things, delete any rights of ELRH to select nominees thereunder and permit EH to select two nominees for election to the Company’s board of directors; (ii) a Stockholders’ Agreement between the Company and EH, which would provide for certain voting rights and corporate governance procedures of the Company and EH, as the sole voting stockholders of ENA; and (iii) a Registration Rights Agreement, pursuant to which ELRH, ENA, EH, JLCo, LLC and certain of their designated affiliates and co-investors will be entitled to certain rights, including demand and piggyback registration rights, with respect to any shares of common stock of the Company held by them.

The Omnibus Agreement contains customary representations and warranties relating to a transaction of this kind. Pursuant to the Omnibus Agreement, EH will pay and indemnify each of the LATA Parties for (i) all taxes resulting from the breach of certain tax representations or warranties of ENA and ELRH, subject to certain limited exceptions; (ii) all taxes of ENA for any tax period preceding the closing of the Restructuring Transaction; (iii) the failure of ENA, for the period beginning January 1 of the year of closing, to qualify as a REIT for all income tax purposes and to operate in conformity with the REIT requirements under the Code for any pre-closing tax period; and (iv) any tax liability of ENA as a transferee or successor under applicable regulations. EH is also required to indemnify, defend and hold harmless each of the LATA Parties and its affiliates against losses, claims and liabilities that arise out of (i) breaches or inaccuracies of representations and warranties by the EL Parties (as defined on the Omnibus Agreement) and (ii) the breach, failure or non-fulfillment by any of the EL Parties and their respective affiliates to satisfy their respective covenants and agreements. To the extent that EH has any obligations to indemnify any of the LATA Parties for losses, such obligations will be satisfied first by the cancellation of Series E Shares owned by EH in an amount equal to the losses suffered by the Company and second by a payment of cash by EH.

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The LATA Parties are obligated, subject to certain limited exceptions, to indemnify ENA and EH for all taxes of ENA and EH arising from the failure of ENA to qualify as a real estate investment trust for all income tax purposes and to operate as such for any post-closing tax period (as defined in the Omnibus Agreement), or from the failure of ENA to qualify as a DCR. Further, the LATA Parties, jointly and severally, are required to indemnify, defend and hold harmless EH and each of its affiliates against losses, claims and liabilities that arise out of (i) breaches or inaccuracies of representations and warranties of the LATA Parties; (ii) the breach, failure or non-fulfillment by any of the LATA Parties and their respective affiliates to satisfy their respective covenants and agreements; and (iii) certain post-closing tax matters. To the extent the LATA Parties have any obligation to indemnify EH or its affiliates for losses, such obligations will be satisfied first by issuing to EH additional Series E Shares, up to a maximum amount that would not cause ENA to fail to qualify as a DCR, and second by a payment of cash by the Company. Subject to losses arising in connection with the breach of covenants and agreements set forth in the Omnibus Agreement and the transaction documents contemplated thereunder, neither party can initiate any claims for indemnification unless such party or its affiliates have suffered losses, in the aggregate, in excess of $250,000, in which event it may seek recovery of such losses in full, including the first $250,000. This threshold does not apply to losses arising out of, or relating to, fraud or willful misconduct or in connection with the breach of covenants and agreements set forth in the Omnibus Agreement or the other ancillary documents.

EH has agreed, subject to certain limitations, to pay all reasonable costs and expenses incurred or to be incurred by the Company in connection with (i) the structuring, preparation, negotiation and execution of the Omnibus Agreement and all the other transaction documents contemplated thereunder; (ii) the consummation of the Restructuring Transaction (other than costs related to the Offering); and (iii) any meeting of the Company’s stockholders convened for the purposes of amending the Company’s charter to address and protect its DCR status, including all reasonable costs and expenses associated with preparing and filing proxy statements with the SEC and mailing and soliciting such proxies.

The parties may terminate their respective obligations under the Omnibus Agreement by mutual written consent at any time prior to the closing. Additionally, subject to certain limited exceptions specified under the Omnibus Agreement, the EL Parties and the LATA Parties may terminate their respective obligations thereunder by giving written notice to the LATA Parties or the EL Parties, as applicable, at any time prior to the closing if the closing has not occurred on or prior to June 30, 2015 by reason of the failure of certain conditions to have been satisfied.

Forward-Looking Statements

The Company’s statements contained in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and the Company is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, intentions and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “propose,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

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In reviewing the Omnibus Agreement included as an exhibit to this Current Report on Form 8-K, please remember it is included to provide you with information regarding its terms and is not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement. The agreement contains representations and warranties by all of the parties. These representations and warranties have been made solely for the benefit of the other parties and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

d. Exhibits:

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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.

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EXHIBIT INDEX

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