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ACC > SEC Filings for ACC > Form 8-K on 28-Mar-2013All 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


28-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements


Item 1.01 Entry into a Material Definitive Agreement.

In connection with the issuance and sale by American Campus Communities Operating Partnership LP (the "Operating Partnership") of $400 million aggregate principal amounts of its 3.750% Senior Notes due 2023 (the "Notes"), on March 25, 2013, the Operating Partnership, American Campus Communities, Inc. (the "Company") and American Campus Communities Holdings, LLC, a wholly-owned subsidiary of the Company and the general partner of the Operating Partnership, on one hand, and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), on the other hand, entered into an underwriting agreement. The Notes will be will be fully and unconditionally guaranteed by the Company.

The offering of the Notes is described in the Company's and the Operating Partnership's Prospectus Supplement dated March 25, 2013 to the Prospectus dated May 2, 2012. The Notes were issued pursuant to the Company's and the Operating Partnership's existing shelf registration statement.

After deducting underwriting discounts and other offering expenses, the net proceeds from the sale of the Notes will be approximately $394.9 million. The Operating Partnership intends to use the net proceeds to repay the outstanding balance of its revolving credit facility, to fund its current development pipeline and potential acquisitions of student housing properties and for general business purposes. Affiliates of certain of the Underwriters are lenders under the Operating Partnership's revolving credit facility and will receive their pro rata portions of any amounts repaid under the revolving 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 March 25, 2013, between American
             Campus Communities, Inc., American Campus Communities Operating
             Partnership LP and American Campus Communities Holdings, LLC, on one
             hand, and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC,
             Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo
             Securities, LLC, as representatives of the several underwriters named
             therein, on the other hand.


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