DFAN14A 1 dfan14a10432032_03282022.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

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Filed by a Party other than the Registrant ☒

 

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Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Under Rule 14a-12

  

AMERICAN CAMPUS COMMUNITIES, INC.

(Name of Registrant as Specified in Its Charter)

 

LAND & BUILDINGS CAPITAL GROWTH FUND, LP

LAND & BUILDINGS GP LP

LAND & BUILDINGS OPPORTUNITY FUND, LLC

L&B TOTAL RETURN FUND LLC

L&B MEGATREND FUND

LAND & BUILDINGS INVESTMENT MANAGEMENT, LLC

JONATHAN LITT

COREY LORINSKY

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

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Land & Buildings Investment Management, LLC together with the other participants named herein (collectively, “Land & Buildings”), has filed a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its highly-qualified director nominee at the 2022 annual meeting of shareholders of American Campus Communities, Inc., a Maryland corporation (the “Company”).

 

On March 28, 2022, Land & Buildings posted the following materials to www.AceTheTestACC.com:

 

ACC 1

 

 

ACC 10

 

 

ACC 11

 

 

ACC 12

 

 

Certain Information Concerning the Participants

 

Land & Buildings has filed a preliminary proxy statement and accompanying proxy card with the SEC to be used to solicit votes for the election of its highly-qualified director nominee at the 2022 annual meeting of shareholders of the Company.

 

LAND & BUILDINGS STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE SOLICITATION STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE SOLICITATION STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

 

The participants in the solicitation are Land & Buildings Capital Growth Fund, LP (“L&B Capital”), Land & Buildings GP LP (“L&B GP”), Land & Buildings Opportunity Fund, LLC (“L&B Opportunity”), L&B Total Return Fund LLC (“L&B Total Return”), L&B Megatrend Fund (“L&B Megatrend”), Land & Buildings Investment Management, LLC (“L&B Management”), Jonathan Litt and Corey Lorinsky.

 

As of the date hereof, L&B Capital directly owns 294,265 shares of Common Stock. As of the date hereof, L&B Opportunity directly owns 72,154 shares of Common Stock. As of the date hereof, 1,408,099 shares of Common Stock were held in a certain account managed by L&B Management (the “Managed Account”). L&B GP, as the general partner of L&B Capital, may be deemed the beneficial owner of the 294,265 shares of Common Stock owned by L&B Capital. As of the date hereof, L&B Total Return directly owns 110,645 shares of Common Stock. As of the date hereof, L&B Megatrend directly owns 3,270 shares of Common Stock. L&B Management, as the investment manager of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and as the investment advisor of the Managed Account, may be deemed the beneficial owner of an aggregate of 1,888,433 shares of Common Stock owned by L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account. Mr. Litt, as the managing principal of L&B Management, which is the investment manager of each of L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and the investment advisor of the Managed Account, may be deemed the beneficial owner of an aggregate of 1,888,433 shares of Common Stock owned by L&B Capital, L&B Opportunity, L&B Total Return and L&B Megatrend and held in the Managed Account. As of the date hereof, Mr. Lorinsky directly owns 10 shares of Common Stock.