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ACC > SEC Filings for ACC > Form 8-K on 8-May-2009All Recent SEC Filings

Show all filings for AMERICAN CAMPUS COMMUNITIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for AMERICAN CAMPUS COMMUNITIES INC


8-May-2009

Entry into a Material Definitive Agreement, Financial Statements


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.




Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.

Exhibit
Number       Title

1.1          Form of Underwriting Agreement, dated May 5, 2009, between American Campus
             Communities, Inc., American Campus Communities Operating Partnership LP
             and American Campus Communities Holdings, 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, on the other
             hand.


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