UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 5, 2021, American Campus Communities Operating Partnership LP (the “Operating Partnership”) American Campus Communities, Inc. (the “Company”) and American Campus Communities Holdings LLC, a wholly-owned subsidiary of the Company and the general partner of the Operating Partnership, entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Wells Fargo Securities, LLC, for themselves and representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Operating Partnership agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 2.250% Notes due 2029 (the “Notes”), which issuance and sale closed on October 7, 2021. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The Notes are fully and unconditionally guaranteed by 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 (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 2, 2013 and the Second Supplemental Indenture, dated as of June 21, 2019 (collectively, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain unencumbered assets, in each case subject to the exceptions set forth in the Indenture.
The offering of the Notes is described in the Company’s and the Operating Partnership’s Prospectus Supplement dated October 5, 2021 to the Prospectus dated April 29, 2021. The Notes were issued pursuant to the Company’s and the Operating Partnership’s existing shelf registration statement. The description in this Current Report of the Notes is not intended to be a complete description, and the description is qualified in its entirety by the full text of the form of the Note, which is filed as Exhibit 4.4 hereto and incorporated by reference herein.
After deducting underwriting discounts and other offering expenses, the net proceeds from the sale of the Notes was approximately $394.4 million. The Operating Partnership intends to use the net proceeds to repay borrowings under its revolving credit facility, to fund projects in its current development pipeline and for general business purposes.
The Trustee, an affiliate of U.S. Bancorp Investments, Inc., one of the Underwriters of this offering, is serving as trustee under the Indenture. Certain Underwriters or their affiliates are lenders under the Operating Partnership’s revolving credit facility and will receive their pro rata portions of any amounts repaid under the revolving credit facility.
| 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 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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| 5.1* | Opinion of Dentons US LLP as to the legality of the securities registered | |
| 8.1* | Opinion of Dentons US LLP as to certain tax matters | |
| 23.2 | Consent of Dentons US LLP (included in Exhibit 5.1 hereto) | |
| 23.3 | Consent of Dentons US LLP (included in Exhibit 8.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
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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: October 7, 2021
| AMERICAN CAMPUS COMMUNITIES, INC. | ||
| By: | /s/ Kim K. Voss | |
| Kim K. Voss | ||
| Executive Vice President, Chief Accounting Officer | ||
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