Gmh Communities Trust - Current report filing (8-K)
May 30 2008 - 11:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 19, 2008
GMH
COMMUNITIES TRUST
(Exact name of registrant as specified in its charter)
Maryland
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001-32290
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201181390
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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10 Campus Boulevard
Newtown Square, Pennsylvania 19073
(Address of principal executive offices)
(610) 355-8000
(Registrants telephone number, including area code)
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 (see General Instruction A.2 below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 8.01 Other
Events
As previously announced by GMH Communities Trust (GMH
or the Company), in connection with its proposed merger with American Campus
Communities, Inc. (ACC), GMH expects to sell its home office (the Home
Office) immediately prior to the closing of the merger, and has the right, but
not the obligation, to sell, or dispose of, up to 10 additional student housing
assets (the Disposition Assets).
Under the terms of the merger agreement with ACC, a
percentage
of the amount received in connection with the sale of the Home Office and
certain of the Disposition Assets may be paid to GMH shareholders and
unitholders as a special distribution preceding the closing of the merger (the Special
Distribution).
As a result of the transactions described below,
including the anticipated sale of the Home Office, GMH expects that its board
of trustees will authorize the Special Distribution, which will be payable
immediately prior to the proposed merger, to GMH shareholders and unitholders as
of the record date for the Special Distribution (Special Distribution Record
Date). GMH currently estimates that the
aggregate amount of the Special Distribution will be approximately
$51.9 million. Based
on the number of common shares and units outstanding on May 28, 2008, the
Special Distribution is estimated to be approximately $0.728 per
share/unit. The Special Distribution is
in addition to the merger consideration and will be conditioned on the closing
of the merger. The Special Distribution
will be in addition to the remaining distribution to GMH shareholders and
unitholders of approximately $0.98 per share/unit payable immediately prior to
the closing of the proposed merger, which comprises the remaining net proceeds
from the sale of GMHs former military housing division that is being held in
reserve by GMH pending the closing of the merger.
Home Office Sale
As previously announced by GMH, if the Home Office was not sold to a
third party unaffiliated with GMH prior to the closing of the merger, then Gary
M. Holloway, Sr., GMHs chairman, chief executive officer and president was contractually obligated to
purchase the Home Office pursuant to the put option to sell agreement, dated as
of February 11, 2008 (the Put Agreement) for a total of $8.0
million. GMHs board of trustees
established a committee of independent trustees to sell the Home Office and to
decide, if applicable, whether to exercise GMHs rights under the Put
Agreement. After the marketing of the
Home Office by an independent broker to unaffiliated third parties, the special
committee made the decision to exercise GMHs rights under the Put Agreement.
On May 8, 2008, a subsidiary of GMH, entered into an agreement of
sale for the sale of the Home Office with an entity owned by Mr. Holloway. Under the terms of the agreement, Mr. Holloway
placed an initial deposit of $240,000 into escrow. The closing of the sale of the Home Office is
expected to occur immediately prior to, and is contingent upon, the closing of
the proposed merger. The agreement also
provides that either the buyer or seller may terminate the agreement upon
written notice in the event that the merger agreement with ACC is terminated in
accordance with Article IX thereof.
There can be no assurance that the sale of the Home Office will be
completed even if the proposed merger is closed. In that case, based on the number of common
shares and units outstanding on May 28, 2008, the estimated amount of the
Special Distribution will be reduced by approximately $2.0 million or
approximately $0.028 per share/unit.
2
Disposition Assets
Under the terms of the merger agreement, a percentage of the amount
received, if any in connection with the sale of certain Disposition Assets is
allowed to be distributed to GMHs shareholders and unitholders. In addition, under the terms of the merger
agreement, GMH was permitted, if unable to sell certain Disposition Assets, to
initiate discussions with the lenders holding mortgage debt on these properties
in order to reach a work-out of the mortgage debt and/or surrender the
properties to receivership. Currently,
GMH has completed the following transactions with regard to certain of the
Disposition Assets:
·
on May 19. 2008, a subsidiary
of GMH sold University Fields, a student housing property primarily serving the
University of IllinoisUrbana Champaign, which consists of approximately 192
units containing 588 beds;
·
on May 29, 2008, a
subsidiary of GMH sold GrandMarc at University Village, a student housing
property primarily serving the University of CaliforniaRiverside, which
consists of approximately 212 units containing 760 beds; and
·
GMH recently entered into
settlement agreements with each of the respective lenders to work-out the debt
and has surrendered the properties to receivership with regard to Lincoln View,
Campus Connection, University Court, University Estates, and University Lodge.
GMH announced the disposition of the assets referenced above and the
expected Special Distribution in a press release dated May 29, 2008, a
copy of which is filed as Exhibit 99.1 hereto and in incorporated herein
by reference. GMH will issue a further
press release announcing the Special Distribution Record Date and the payment
date for the Special Distribution as and when authorized by GMHs board of
trustees. Only shareholders and
unitholders as of the Special Distribution Record Date will have the right to
receive the Special Distribution.
GMH will file an additional Form 8-K and/or press release in the
event GMH sells any of the remaining Disposition Assets prior to the closing of
the merger if the proceeds from such sales, if any, are permitted under the
merger agreement to be distributed to GMH shareholders and unitholders as an
additional special distribution. There
can be no assurance that there will be any further sales of the remaining
Disposition Assets prior to the closing of the proposed merger.
3
Item 9.01 Financial
Statements and Exhibits
(a)
Financial
Statements of Business Acquired.
Not applicable.
(b)
Pro Forma
Financial Information
Not applicable
(c)
Shell Company
Transactions.
Not applicable.
(d)
Exhibits.
The Exhibit to this Report is listed on the Exhibit Index
attached hereto.
4
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: May 30, 2008
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GMH
COMMUNITIES TRUST
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By:
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/s/
Joseph M. Macchione
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Name:
Joseph M. Macchione
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Title:
Executive Vice President,
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General Counsel and
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Executive Vice President
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5
EXHIBIT
INDEX
Exhibit
Number
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Title
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99.1
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Press
Release, dated May 29, 2008
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6
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