Item 1.01 Entry into a Material Definitive Agreement.
Pursuant to the underwriting agreement (the "Underwriting Agreement"), dated
May 5, 2009, between American Campus Communities, Inc. (the "Company"), American
Campus Communities Operating Partnership LP, the Company's operating
partnership, and American Campus Communities Holdings, LLC, a wholly-owned
subsidiary of the Company, on one hand, and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc.
and J.P. Morgan Securities Inc., as representatives of the several underwriters
named therein (collectively, the "Underwriters"), on the other hand, the Company
agreed to issue and sell to the Underwriters 8,500,000 shares of the Company's
common stock, par value of $0.01 per share (the "Common Shares"), and an
additional 1,275,000 Common Shares pursuant an overallotment option.
The Company intends to use the net proceeds to repay debt, including the
outstanding balance of its revolving credit facility (the "Credit Facility"), to
fund its ACE pipeline and opportunistic acquisitions and for general corporate
purposes. Upon application of the net proceeds of the sale of the Common Shares
to repay the Credit Facility, each lender will receive its proportionate share
of the amount of the Credit Facility so repaid. Affiliates of Merrill Lynch,
Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc., each of which is an
Underwriter, are lenders under the Credit Facility. KeyBank National Association
(an affiliate of KeyBanc Capital Markets Inc., which is an Underwriter) is the
administrative agent under the Credit Facility. In addition, the Underwriters
and certain of their affiliates have engaged in, and may in the future engage
in, investment banking and other commercial dealings in the ordinary course of
business with the Company and its affiliates. They have received or will
continue to receive customary fees and commissions for these transactions.
The description herein of the Underwriting Agreement is qualified in its
entirety, and the terms therein are incorporated herein, by reference to the
Underwriting Agreement filed as Exhibit 1.1 hereto.