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): August 17, 2011

 

 

CAMPUS CREST COMMUNITIES, INC.

(Exact name of registrant specified in its charter)

 

 

 

Maryland		1-34872		27-2481988
(State or Other Jurisdiction Of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2100 Rexford Road

Suite 414

Charlotte, North Carolina 28211

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (704) 496-2500

Not applicable

(Former name or former address, if changed since last report)

 

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01

Entry into a Material Definitive Agreement.

On August 17, 2011, Campus Crest Communities, Inc., a Maryland corporation (the “Company”), through Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Borrower”), entered into an amended and restated credit agreement (the “Credit Agreement”) with Citibank, N.A. and certain other lenders. The Credit Agreement provides for a senior unsecured revolving credit facility of up to $150 million, with a sublimit of $10 million for swing line loans and $15 million for letters of credit (the “Credit Facility”). Unless otherwise terminated pursuant to terms of the Credit Agreement, the Credit Facility will mature on August 17, 2014, subject to a one-year extension option which the Borrower may exercise at its option, pursuant to certain terms and conditions, including the payment of an extension fee, contained in the Credit Agreement.

Citigroup Global Markets Inc., Raymond James Bank, FSB and Barclays Capital served as Joint Lead Arrangers and Joint Book Running Managers on the Credit Facility with Citibank, N.A. serving as Administrative Agent, Swing Line Lender and L/C Issuer and Raymond James Bank, FSB and Barclays Capital serving as Co-Syndication Agents. Other lenders include Royal Bank of Canada and Goldman Sachs Bank USA with Royal Bank of Canada serving as Documentation Agent.

The amount available for the Borrower to borrow under the Credit Facility is based on the lesser of (i) 60.0% of the “as-is” appraised value of the Company’s properties that form the borrowing base of the Credit Facility, and (ii) the amount that would create a debt service coverage ratio of not less than 1.5. As of August 23, 2011, approximately $56.5 million was outstanding under the Credit Facility and approximately $55.6 million of borrowing capacity was available under the Credit Facility.

Additionally, the Credit Facility has an accordion feature that allows the Company to request an increase in the total commitments of up to $175 million to $325 million. Amounts outstanding under the Credit Facility bear interest at a floating rate equal to, at the Borrower’s election, the Eurodollar Rate or the Base Rate (each as defined in the Credit Agreement) plus a spread. The spread depends upon the Borrower’s leverage ratio and ranges from 1.75% to 2.50% for Eurodollar Rate based borrowings and from 0.75% to 1.50% for Base Rate based borrowings. At August 23, 2011, the spread on the Credit Facility was 1.75%.

The Borrower’s ability to borrow under the Credit Facility is subject to its ongoing compliance with a number of customary financial covenants, including:

 

•

a maximum leverage ratio of not greater than 0.60:1.00;

 

•

a minimum fixed charge coverage ratio of not less than 1.50:1.00;

 

•

a minimum ratio of fixed rate debt and debt subject to hedge agreements to total debt of not less than 66.67%;

 

•

a maximum secured recourse debt ratio of not greater than 20%;

 

•

a minimum tangible net worth of not less than the sum of $227,088,000 plus an amount equal to 75% of the net proceeds of any additional equity issuances; and

 

•

a maximum secured debt ratio of not greater than 50% through February 17, 2013 and not greater than 45% on any date thereafter.

Pursuant to the terms of the Credit Facility, the Company may not pay distributions that exceed the greater of (i) 95.0% of its funds from operations, or (ii) the minimum amount required for the Company to qualify and maintain its status as a real estate investment trust (“REIT”). If a default or event of default occurs and is continuing, the Company also may be precluded from making certain distributions (other than those required to allow it to qualify and maintain its status as a REIT).

The Company and certain of its subsidiaries guarantee the obligations under the Credit Facility.

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The foregoing description of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which has been filed as Exhibit 10.1 to this report and is incorporated in this Item 1.01 by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of Registrant.

The information set forth under Item 1.01 of this report is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
10.1		Amended and Restated Credit Agreement, by and among Campus Crest Communities Operating Partnership, LP, Campus Crest Communities, Inc., Citibank, N.A. and the other parties thereto, dated as of August 17, 2011

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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 thereunto duly authorized.

 

Dated: August 23, 2011

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Amended and Restated Credit Agreement, by and among Campus Crest Communities Operating Partnership, LP, Campus Crest Communities, Inc., Citibank, N.A. and the other parties thereto, dated as of August 17, 2011