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): May 20, 2011
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
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| Maryland
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001-32265
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760753089 |
(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification Number) |
12700 Hill Country Boulevard, Suite T-200
Austin, TX 78738
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (512) 732-1000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Entry into a Material Definitive Agreement |
On May 20, 2011, American Campus Communities, Inc., as Parent Guarantor (the “Company”),
entered into a Third Amended and Restated Credit Agreement (the “Agreement”) with American Campus
Communities Operating Partnership LP, the Company’s operating partnership, as Borrower; certain
other subsidiaries of the Company listed on the signature pages thereto, as Subsidiary Guarantors;
the lenders listed on the signature pages thereto, as Initial Lenders; KeyBank National
Association, as the initial issuer of letters of credit, Administrative Agent and Swingline Bank;
KeyBanc Capital Markets Inc. and J.P. Morgan Securities LLC, as Joint Lead Arrangers; JPMorgan
Chase Bank, N.A., as Syndication Agent; and Bank of America, N.A., U.S. Bank National Association
and Compass Bank, as Co-Documentation Agents. Pursuant to the Agreement, the Company’s $225
million senior secured revolving credit facility was increased in size to a $450 million senior
unsecured facility, which may be expanded by up to an additional $150 million upon the satisfaction
of certain conditions. In addition, the maturity date of the amended facility was extended to May
20, 2014, and can be extended for an additional 12 months to May 20, 2015 subject to the
satisfaction of certain conditions. The Agreement also provides for a $200 million senior
unsecured term loan with maturity date of May 20, 2015, which may be extended at the Company’s
option to May 20, 2016 subject to the satisfaction of certain conditions.
Each loan bears interest at a variable rate, at the Company’s option, based upon a base rate
or one-, two-, three- or six-month LIBOR, plus, in each case, a spread based upon the Company’s
total leverage. At the time the Company obtains an investment grade rating from either Moody’s
Investor Services, Inc. or Standard & Poor’s Rating Group, the spread will be based upon such
rating.
The Company and the Subsidiary Guarantors have agreed to guarantee the Borrower’s obligations
under Agreement.
The Company intends to use the loan proceeds, among other things, to repay its existing $100
million senior secured term loan, to repay $100 million of secured construction debt, for the
acquisition and/or development of properties, to make capital expenditures, for working capital
purposes and for other general corporate purposes.
The description herein of the Agreement is qualified in its entirety, and the terms therein
are incorporated herein, by reference to the Agreement filed as Exhibit 99.1 hereto.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of Registrant |
The information contained in Item 1.01 is incorporated herein by reference.
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