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ACC > SEC Filings for ACC > Form 8-K on 26-Oct-2012All 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


26-Oct-2012

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 October 25, 2012, between American Campus Communities, Inc. (the "Company"), American Campus Communities Operating Partnership LP, the Company's operating partnership (the "Operating Partnership"), and American Campus Communities Holdings, LLC, a wholly-owned subsidiary of the Company, on one hand, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, 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 11,000,000 shares of the Company's common stock, par value of $0.01 per share (the "Common Shares"), and an additional 1,650,000 Common Shares pursuant to an option granted to the Underwriters.

The Company intends to use the net proceeds to fund the consideration payable in the previously-announced acquisition (the "Transaction") from affiliates of Kayne Anderson Capital Advisors, L.P. ("Sellers") of a portfolio of 19 student housing properties. The Company intends to use the remaining net proceeds to repay its current debt, including a portion of the outstanding balance of its revolving credit facility (the "Credit Facility"), to fund its current development pipeline and potential acquisitions of student housing properties 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. An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as lender and co-documentation agent under the Credit Facility. Affiliates of certain of the other Underwriters are also lenders under the Credit Facility. The Operating Partnership has entered into a commitment letter with an affiliate of KeyBanc Capital Markets to fund a senior unsecured bridge loan of up to $450 million in connection with the Transaction. Merrill Lynch, Pierce, Fenner & Smith Incorporated is the financial advisor to Sellers in connection with the Transaction. 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, including but not limited to in connection with the transaction with Sellers. 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 October 25, 2012, between
             American Campus Communities, Inc., American Campus Communities
             Operating Partnership LP and American Campus Communities Holdings,
             LLC, on one hand, and Merrill Lynch & Co., Merrill Lynch, Pierce,
             Fenner & Smith Incorporated, KeyBanc Capital Markets Inc., Deutsche
             Bank Securities Inc. and J.P. Morgan Securities LLC, as
             representatives of the several underwriters named therein, on the
             other hand.


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