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): September 22, 2015
AMERICAN CAMPUS COMMUNITIES, INC.
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
(Exact name of Registrant as specified in its Charter)
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Maryland
Maryland |
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001-32265
333-181102-01 |
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76-0753089
56-2473181 |
(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 County Blvd., Suite T-200, Austin, Texas 78738
(Address of Principal Executive Offices) (Zip Code)
Registrants 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)) |
Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 22, 2015, American Campus
Communities Operating Partnership LP (the Operating Partnership) completed an underwritten public offering of $400.0 million in aggregate principal amount of its 3.350% Senior Notes due 2020 (the Notes), which are fully and
unconditionally guaranteed by American Campus Communities, Inc. (the Company) pursuant to a Guarantee, dated April 2, 2013. The terms of the Notes are governed by an Indenture, dated as of April 2, 2013, among the Operating
Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of April 2, 2013. The First Supplemental Indenture contains various restrictive
covenants, including limitations on the Operating Partnerships ability to incur additional indebtedness and requirements to maintain unencumbered assets, in each case subject to the exceptions set forth in the First Supplemental Indenture.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit Number |
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Title |
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4.1 |
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Form of Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee. Incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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4.2 |
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Form of First Supplemental Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee.
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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4.3 |
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Form of American Campus Communities Operating Partnership LP 3.350% Senior Note due 2020. |
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4.4 |
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Form of Guarantee of American Campus Communities, Inc. Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating
Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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5.1 |
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Opinion of Dentons US LLP as to the legality of the securities registered |
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8.1 |
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Opinion of Dentons US LLP as to certain tax matters |
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23.2 |
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Consent of Dentons US LLP (included in Exhibit 5.1 hereto) |
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23.3 |
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Consent of Dentons US LLP (included in Exhibit 8.1 hereto) |
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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 hereunto duly authorized.
Date: September 22, 2015
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AMERICAN CAMPUS COMMUNITIES, INC. |
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By: |
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/s/ Jonathan A. Graf |
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Jonathan A. Graf |
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Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
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AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP |
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By: |
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American Campus Communities Holdings LLC,
its general partner |
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By: |
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American Campus Communities, Inc.,
its sole member |
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By: |
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/s/ Jonathan A. Graf |
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Jonathan A. Graf |
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Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
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EXHIBIT INDEX
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Exhibit Number |
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Title |
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4.1 |
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Form of Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee. Incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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4.2 |
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Form of First Supplemental Indenture, dated as of April 2, 2013, among American Campus Communities Operating Partnership LP, as issuer, American Campus Communities, Inc., as guarantor, and U.S. Bank National Association, as trustee.
Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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4.3 |
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Form of American Campus Communities Operating Partnership LP 3.350% Senior Note due 2020. |
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4.4 |
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Form of Guarantee of American Campus Communities, Inc. Incorporated by reference to Exhibit 4.4 to Current Report on Form 8-K of American Campus Communities, Inc. (File No. 001-32265) and American Campus Communities Operating
Partnership LP (File No. 333-181102-01) filed on April 3, 2013. |
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5.1 |
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Opinion of Dentons US LLP as to the legality of the securities registered |
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8.1 |
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Opinion of Dentons US LLP as to certain tax matters |
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23.2 |
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Consent of Dentons US LLP (included in Exhibit 5.1 hereto) |
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23.3 |
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Consent of Dentons US LLP (included in Exhibit 8.1 hereto) |
EXHIBIT 4.3
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR CEDE &
CO., AS NOMINEE OF THE DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR
DEPOSITARY.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO THE OPERATING PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
AMERICAN CAMPUS
COMMUNITIES OPERATING PARTNERSHIP LP
3.350% Senior Note due 2020
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REGISTERED |
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PRINCIPAL AMOUNT: $400,000,000 |
No. R-1 |
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CUSIP: 024836 AC2 ISIN:
US024836AC22 |
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AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Maryland limited partnership (the Operating
Partnership), which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount of FOUR HUNDRED MILLION
DOLLARS ($400,000,000) on October 1, 2020 (the Stated Maturity Date) (unless redeemed on any date fixed for redemption (the Redemption Date) prior to the Stated Maturity Date in accordance with the terms of
this Note and the Indenture) (the Stated Maturity Date and the Redemption Date are hereinafter referred to as the Maturity Date with respect to the principal repayable on such date) and to pay interest on the outstanding principal
amount of this Note from and including September 22, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as applicable, semi-annually in arrears on April 1 and October 1 of each
year, commencing on April 1, 2016 (each, an Interest Payment Date), and, if applicable, on the Maturity Date, at the rate of 3.350% per annum, until said principal amount is paid or duly provided for. Interest on this
Note will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Payment of Interest. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the March 15 or September 15, whether or not a
Business Day, as defined in the Indenture, as the case may be, immediately preceding such Interest Payment Date (the Regular Record Date). Any such interest not punctually paid or duly provided for on an Interest Payment Date
(Defaulted Interest) will forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest may be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at
the close of business on a special record date (the Special Record Date) for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner, all as more fully provided in the Indenture.
Optional
Redemption. The provisions of Article Eleven of the Indenture shall apply to this Note, as supplemented or amended by the following paragraphs.
The Operating Partnership may, at its option, redeem the Notes, in whole at any time or in part from time to time, in each case upon notice at
least 15 days but not more than 45 days prior to September 1, 2020, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the Make Whole Amount, plus unpaid interest, if
any, accrued to, but not including, the applicable Redemption Date. In addition, at any time on or after September 1, 2020, the Operating Partnership may, at its option, redeem the Notes prior to maturity, in whole at any time or in part from
time to time, in each case upon notice at least 15 days but not more than 45 days prior to maturity, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus unpaid interest, if any, accrued to, but not including,
the applicable Redemption Date. Notwithstanding the foregoing, the Operating Partnership will pay any interest installment due on an Interest Payment Date that falls on or prior to the Redemption Date to the Holders of the Notes as of the close of
business on the Regular Record Date immediately preceding such Interest Payment Date.
In the case of any partial redemption of the Notes,
selection of the Notes for redemption will be made by the Trustee by such method as the Trustee in its sole discretion deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar
circumstances. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of this Note.
Comparable Treasury Issue means the United States Treasury security or securities selected by an Independent Investment
Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.
Comparable Treasury Price means, with respect to
any Redemption Date, (1) the average of three Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations obtained, or (2) if the Operating Partnership
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained.
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Independent Investment Banker means one of the Reference Treasury Dealers
appointed by the Operating Partnership.
Make Whole Amount means, as determined by an Independent Investment Banker,
the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due after the applicable Redemption Date but for such redemption (except that, if such Redemption Date is not an
Interest Payment Date, the amount of the next succeeding scheduled interest payment will be reduced by the amount of unpaid interest accrued thereon to, but not including, such Redemption Date), discounted to the applicable Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.30%.
Reference
Treasury Dealer means: (i) Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (or an affiliate of any of the foregoing that is a Primary Treasury Dealer); provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a Primary Treasury Dealer), the Operating Partnership will substitute therefor another Primary Treasury Dealer; and
(ii) any two other Primary Treasury Dealers selected by the Operating Partnership.
Reference Treasury Dealer
Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Operating Partnership, of the bid and asked prices for the Comparable Treasury Issue (expressed as a percentage of
its principal amount) quoted in writing to the Operating Partnership (and provided to the Trustee) by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day immediately preceding such Redemption Date.
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to
maturity (computed as of the third Business Day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
Place of Payment. The Operating Partnership will make payment of principal of,
and premium, if any, and interest on, this Note in immediately available funds at the Corporate Trust Office of the Trustee or such other Office or Agency as may be designated by the Operating Partnership for such purpose in The City of New York, in
Dollars.
Time of Payment. If an Interest Payment Date or the Maturity Date falls on a day that is not a Business Day, the required
payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date or the Maturity Date, as the case may be, and no additional interest shall accrue on
such payment as a result of payment on such next succeeding Business Day.
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General. This Note is one of a duly authorized issue of Securities of the Operating
Partnership, issued and to be issued in one or more series under an indenture (the Base Indenture), dated as of April 2, 2013, among the Operating Partnership, American Campus Communities, Inc., as guarantor (the
Guarantor), and U.S. Bank National Association, as trustee (the Trustee, which term includes any successor trustee under the Indenture with respect to the series of Securities of which this Note is a part), as
supplemented by a First Supplemental Indenture thereto, dated as of April 2, 2013 (the First Supplemental Indenture, and together with the Base Indenture, the Indenture), among the Operating Partnership,
the Guarantor and the Trustee. Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the Operating Partnership, the Guarantor, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Note is one of a duly authorized series of Securities designated as 3.350% Senior Notes due 2020 (collectively,
the Notes), limited, except as specified below, in aggregate principal amount to FOUR HUNDRED MILLION DOLLARS ($400,000,000). To the extent the terms of this Note conflict with the terms of the Indenture, the terms of this Note
shall govern.
Further Issuance. The Operating Partnership may, from time to time, without notice to, or the consent of, the
Holders of the Notes, increase the principal amount of the series of Notes and issue and sell additional Securities (Additional Securities) ranking equally and ratably with, and having the same interest rate, maturity and other
terms as, the originally issued Notes (other than the issue date and, to the extent applicable, issue price, initial Interest Payment Date and initial date of interest accrual). Any such Additional Securities will be consolidated, and constitute a
single series of Securities, with the originally issued Notes for all purposes; provided, however, that any such Additional Securities that have the same CUSIP, ISIN or other identifying number of any Outstanding Notes must be fungible with such
Outstanding Notes for U.S. federal income tax purposes.
Events of Default. If an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal of the Notes may be declared, and in certain cases shall automatically become, due and payable in the manner and with the effect provided in the Indenture.
Sinking Fund. The Notes are not subject to, or entitled to the benefits of, any sinking fund.
Satisfaction and Discharge. The Indenture contains provisions where, upon the Operating Partnerships direction and satisfaction
of certain conditions, the Indenture shall cease to be of further effect with respect to the Notes, subject to the survival of specified provisions of the Indenture.
Defeasance and Covenant Defeasance. The Indenture contains provisions for defeasance of certain obligations of the Operating
Partnership under this Note and the Indenture and covenant defeasance of certain obligations of the Operating Partnership under the Indenture.
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Modification and Waivers; Obligations of the Operating Partnership Absolute. The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Operating Partnership and the Guarantor and the rights of the Holders of the Securities. Such amendment and
modification may be effected under the Indenture at any time by the Operating Partnership, the Guarantor and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series
affected thereby (voting as separate classes). The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding
Securities of such series, to waive compliance by the Operating Partnership with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of a majority in aggregate principal amount of the Outstanding
Securities of any series to waive, on behalf of the Holders of all Outstanding Securities of such series, certain past defaults under the Indenture and their consequences. Any such consent or waiver in respect of the Notes shall be conclusive and
binding upon the Holder of this Note and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of
the Operating Partnership, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest on, this Note at the time, place, and rate, and in the coin or currency, herein prescribed.
Limitation on Suits. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Note will have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a
written request to institute proceedings in respect of an Event of Default from the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, as well as an offer of indemnity or security reasonably satisfactory to it, and no
inconsistent direction has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes. Notwithstanding any other provision of the Indenture, each Holder of a Note will have
the right, which is absolute and unconditional, to receive payment of the principal of, and premium, if any, and interest on, such Note on the respective due dates therefor and to institute suit for the enforcement therefor, and this right shall not
be impaired without the consent of such Holder.
Authorized Denominations. The Notes are issuable only in registered form without
coupons in minimum denominations of $2,000 or any integral multiple of $1,000 in excess thereof.
Registration of Transfer or
Exchange. As provided in the Indenture and subject to certain limitations herein and therein set forth, the transfer of this Note is registrable in the register of the Notes maintained by the Security Registrar upon surrender of this Note for
registration of transfer, at the Office or Agency in any Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Operating Partnership and the Security Registrar duly executed by, the Holder
hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
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As provided in the Indenture and subject to certain limitations herein and therein set forth,
this Note is exchangeable for a like aggregate principal amount of Notes of different authorized denominations, as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for
registration of transfer, the Operating Partnership, the Guarantor, the Trustee and any agent of the Operating Partnership, the Guarantor or the Trustee may treat the Holder as the owner hereof for all purposes, whether or not this Note be overdue,
and none of the Operating Partnership, the Guarantor, the Trustee or any such agent shall be affected by notice to the contrary.
Guarantee. Payment of this Note is fully and unconditionally guaranteed by the Guarantor pursuant to the Guarantee issued pursuant to
the Base Indenture.
Defined Terms. All terms used but not defined in this Note shall have the meanings assigned to them in the
Indenture.
Governing Law. The Indenture and this Note shall be governed by, and construed in accordance with, the laws of the
State of New York without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE OPERATING PARTNERSHIP, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE, THE NOTES, THE GUARANTEE OR THE TRANSACTION CONTEMPLATED HEREBY.
Unless the certificate of authentication hereon has been executed by the Trustee by manual signature, this Note shall not be entitled to any
benefit under the Indenture (including the Guarantee) or be valid or obligatory for any purpose.
Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Operating Partnership has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness
or accuracy of such CUSIP number, or the ISIN number, printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Operating Partnership has caused this Note to be duly executed by duly
authorized signatories.
Dated: September 22, 2015
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AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP |
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By: |
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American Campus Communities Holdings, LLC, its general partner |
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By: |
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Jonathan A. Graf |
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Vice President, Secretary and Treasurer |
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By: |
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Daniel B. Perry |
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Vice President |
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TRUSTEES CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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U.S. BANK NATIONAL ASSOCIATION, |
as Trustee |
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By: |
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Name: |
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Title: |
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Dated: September 22, 2015
8
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY
NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address,
including postal zip code, of assignee)
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Note on the books of the Trustee,
with full power of substitution in the premises.
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Dated:
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever. |
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Signature Guarantee |
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9
Exhibit 5.1
DENTONS US LLP
2000
McKinney Avenue, Suite 1900
Dallas, Texas 75201
September 22, 2015
American Campus
Communities, Inc.
American Campus Communities Operating Partnership LP
12700 Hill County Blvd., Suite T-200
Austin, Texas 78738
Ladies and Gentlemen:
We are acting as
securities counsel to American Campus Communities Operating Partnership LP, a Maryland limited partnership (the Operating Partnership), and American Campus Communities, Inc., a Maryland corporation (the Company), in
connection with the with the registration of $400,000,000 aggregate principal amount of the Operating Partnerships 3.350% Notes due 2020 (the Notes) under the Securities Act of 1933, as amended, under the Registration Statement
(the Registration Statement), which was filed by the Company and the Operating Partnership with the Securities and Exchange Commission (the Commission) on May 21, 2015, which Notes are fully and unconditionally
guaranteed by the Company pursuant to a Guarantee, dated April 2, 2013 (the Guarantee and, together with the Notes, the Debt Securities).
In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken in connection with the
authorization and issuance of the Debt Securities, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable
in connection with this opinion, including (a) the Articles of Incorporation of the Company and the Bylaws of the Company, each as amended to date, (b) the Certificate of Limited Partnership and the Amended and Restated Partnership
Agreement of the Operating Partnership, as amended, (c) the Articles of Organization and the Operating Agreement of American Campus Communities Holdings LLC, a Maryland limited liability company and the general partner of the Operating
Partnership (Holdings), (d) the Registration Statement, (e) the Indenture, dated as of April 2, 2013, among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee,
as supplemented by the First Supplemental Indenture, dated as of April 2, 2013, and (f) the Guarantee. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such copies and the authenticity of telegraphic or telephonic
confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telegraphic or telephonic confirmations of public officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are admitted to the bar in the States of Texas, and we do not express any opinion as to the
laws of any other jurisdiction other than the federal laws of the United States of America, the General Corporation Law of the State of Maryland, the Maryland Revised Uniform Limited Partnership Act, the Maryland Limited Liability Company Act, the
Business Corporation Law of the State of New York, the statutory provisions of Maryland and New York law, applicable provisions of the Maryland and New York Constitutions and reported judicial decisions interpreting those laws, and we express no
opinion as to the effect of any other laws on the opinions stated herein.
Subject to the foregoing and the other matters set forth
herein, it is our opinion that, as of the date hereof:
1. The Company has been duly formed and is validly existing as a corporation in
good standing under the laws of the State of Maryland. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Maryland. Holdings has been duly formed and is
validly existing as a limited liability company in good standing under the laws of the State of Maryland.
2. The Operating Partnership
has the limited partnership power to create the obligation evidenced by the Notes. The Company has the corporate power to create the obligation evidenced by the Guarantee.
3. The Notes have been duly authorized by the Company, as the sole member of Holdings, as the general partner of the Operating Partnership,
and constitute legally valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms.
4. The Guarantee has been duly authorized by the Company and constitutes legally valid and binding obligations of the Company, enforceable
against the Company in accordance with its terms.
We consent to the filing of this opinion as an exhibit to the Form 8-K, filed with the
Commission on or around September 22, 2015. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities or the rules and regulations of the Commission.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the impact of any information,
document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.
Very truly yours,
/s/ Dentons US LLP
DENTONS US LLP
Exhibit 8.1
DENTONS US LLP
2000
McKinney Avenue, Suite 1900
Dallas, Texas 75201
September 22, 2015
American Campus
Communities, Inc.
American Campus Communities Operating Partnership LP
12700 Hill County Blvd., Suite T-200
Austin, Texas 78738
Ladies and Gentlemen:
These opinions are
delivered to you in our capacity as counsel to American Campus Communities Operating Partnership LP, a Maryland limited partnership (the Operating Partnership), and American Campus Communities, Inc., a Maryland corporation (the
Company), in connection with the with the registration of $400,000,000 aggregate principal amount of the Operating Partnerships 3.350% Notes due 2020 under the Securities Act of 1933, as amended, under the Registration Statement,
which was filed by the Company and the Operating Partnership with the Securities and Exchange Commission (the Commission) on May 21, 2015, which Notes are fully and unconditionally guaranteed by the Company pursuant to a Guarantee,
dated April 2, 2013. These opinions relate to the Companys qualification for federal income tax purposes as a real estate investment trust (a REIT) under the Internal Revenue Code of 1986, as amended (the Code).
In rendering the following opinions, we have examined the Articles of Incorporation and Bylaws of the Company and such other records,
certificates and documents as we have deemed necessary or appropriate for purposes of rendering the opinions set forth herein.
We have
relied upon the factual representations of officers of the Company that the Company has been and will be owned and operated in such a manner that the Company has and will continue to satisfy the requirements for qualification as a REIT under the
Code. We assume that the Company has been and will be operated in accordance with applicable laws and the terms and conditions of applicable documents. In addition, we have relied on certain additional facts and assumptions described below.
In rendering the opinions set forth herein, we have assumed (i) the genuineness of all signatures on documents we have examined,
(ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to the original documents of all documents submitted to us as copies, (iv) the conformity of final documents to all documents submitted to us as
drafts, (v) the authority and capacity of the individual or individuals who executed any such documents on behalf of any person, (vi) the accuracy and completeness of all records made available to us and (vii) the factual accuracy of
all representations, warranties and other statements made by all parties. We have also assumed, without investigation, that all documents, certificates, representations, warranties and covenants on which we have relied in rendering the opinions set
forth below and that were given or dated earlier than the date of this letter continue to remain accurate, insofar as relevant to the opinions set forth herein, from such earlier date through and including the date of this letter.
The discussion and conclusions set forth below are based upon the Code, the Treasury Regulations
and Procedure and Administration Regulations promulgated thereunder and existing administrative and judicial interpretations thereof, all of which are subject to change. No assurance can therefore be given that the federal income tax consequences
described below will not be altered in the future.
Based upon and subject to the foregoing and the assumptions, qualifications and
factual matters in the Registration Statement, and provided that the Company continues to meet the applicable asset composition, source of income, shareholder diversification, distribution and other requirements of the Code necessary for a
corporation to qualify as a REIT, we are of the opinion that:
1. The Company has met the requirements for qualification and taxation as a
REIT for each taxable year commencing with the taxable year ended December 31, 2004.
2. The diversity of equity ownership,
operations through the date of this opinion and proposed method of operation should allow the Company to qualify as a REIT for the taxable year ending December 31, 2015.
We express no opinion with respect to the transactions described herein other than those expressly set forth herein. The Companys
qualification and taxation as a REIT depend upon the Companys ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of
its income, the composition of its assets, the level of its distributions to shareholders, and the diversity of its share ownership. Dentons US LLP will not review the Companys compliance with these requirements on a continuing basis.
Accordingly, no assurance can be given that the actual operating results of the Company and the entities in which the Company owns interests, the sources of their income, the nature of their assets, the level of distributions to shareholders and the
diversity of share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. Additionally, you should recognize that our opinions are not binding on the Internal Revenue Service (the
IRS) and that the IRS may disagree with the opinions contained herein.
We consent to the filing of this opinion as an exhibit
to the Form 8-K, filed with the Commission on or around September 22, 2015. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities or the rules and
regulations of the Commission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof, or the
impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.
Very truly yours,
/s/ Dentons US LLP
DENTONS US LLP
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