Current Report Filing (8-k)
January 11 2017 - 05:17PM
Edgar (US Regulatory)
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): January 11, 2017
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
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(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)
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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))
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Item 1.01
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Entry into a Material Definitive Agreement.
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On January 11, 2017, American Campus
Communities, Inc., as Parent Guarantor (the Company), and American Campus Communities Operating Partnership LP, the Companys operating partnership, as Borrower (the Operating Partnership), entered into a Fifth Amended
and Restated Credit Agreement (the Agreement) with the banks, financial institutions and other lenders listed on the signature pages thereof as the Initial Lenders, Initial Issuing Bank and Swing Line Bank (the Lenders),
KeyBank National Association, as Administrative Agent, KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC and Capital One National Association, as Joint Lead Arrangers, JPMorgan Chase Bank, N.A. and Capital One National Association, as
Co-Syndication
Agents, and Bank of America, N.A., U.S. Bank National Association and Compass Bank, as
Co-Documentation
Agents. Pursuant to the Agreement, the Operating
Partnership has a $700 million senior unsecured revolving credit facility, which may expanded by an additional $500 million upon the satisfaction of certain conditions. The revolving credit facility matures on March 15, 2022.
The Agreement increases the size of the Operating Partnerships prior $500 million revolving credit facility, and extends its
maturity date.
Each loan bears interest at a variable rate, at the Operating Partnerships option, based upon a base rate or
one-,
two-,
three- or
six-month
LIBOR, plus, in each case, a spread based upon the Operating Partnerships credit ratings.
The Company has agreed to guarantee the Operating Partnerships obligations under Agreement, and to the extent other unsecured creditors
receive guaranties from certain subsidiaries of the Operating Partnership in the future, such subsidiaries are obligated to provide like kind guaranties to the Lenders.
The amended and restated facility is available to, among other things, fund future property development, acquisitions, and other working
capital needs, and for 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.
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.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
Number
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Title
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99.1
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Form of Fifth Amended and Restated Credit Agreement, dated as of January 11, 2017, among American Campus Communities Operating Partnership LP, as Borrower; American Campus Communities, Inc., as Parent Guarantor; any Additional
Guarantors (as defined therein) acceding thereto pursuant to Section 7.05 thereof; the banks, financial institutions and other lenders listed on the signature pages thereof as the Initial Lenders, Initial Issuing Bank and Swing Line Bank;
KeyBank National Association, as Administrative Agent; KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC and Capital One National Association, as Joint Lead Arrangers; JPMorgan Chase Bank, N.A. and Capital One National Association, as
Co-Syndication
Agents; and Bank of America, N.A., U.S. Bank National Association and Compass Bank, as
Co-Documentation
Agents
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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: January 11, 2017
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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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4
EXHIBIT INDEX
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Exhibit
Number
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Title
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99.1
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Form of Fifth Amended and Restated Credit Agreement, dated as of January 11, 2017, among American Campus Communities Operating Partnership LP, as Borrower; American Campus Communities, Inc., as Parent Guarantor; any Additional
Guarantors (as defined therein) acceding thereto pursuant to Section 7.05 thereof; the banks, financial institutions and other lenders listed on the signature pages thereof as the Initial Lenders, Initial Issuing Bank and Swing Line Bank;
KeyBank National Association, as Administrative Agent; KeyBanc Capital Markets Inc., J.P. Morgan Securities LLC and Capital One National Association, as Joint Lead Arrangers; JPMorgan Chase Bank, N.A. and Capital One National Association, as
Co-Syndication
Agents; and Bank of America, N.A., U.S. Bank National Association and Compass Bank, as
Co-Documentation
Agents
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