DEFA14A

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): February 16, 2022

AMERICAN CAMPUS COMMUNITIES, INC.

(Exact name of Registrant as specified in its Charter)

Maryland	001-32265	76-0753089
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738

(Address of Principal Executive Offices)     (Zip Code)

Registrant’s 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	ACC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant of Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure

On February 16, 2022, American Campus Communities, Inc. (the “Company”) issued a press release announcing that it has issued a statement which (1) discloses that the Company has received a nomination from Land & Buildings Investment Management, LLC (“L&B”) of Corey Lorinsky, an employee of L&B, to the Board of Directors of the Company, (2) provides an update on the Company’s extensive engagement with L&B and (3) reiterates the commitment of the Company’s Board of Directors and management team to enhancing value for all shareholders of the Company. The press release contains the full text of the Company’s statement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Copies of letters to and from L&B to certain members of the Company’s Board of Directors are attached as Exhibits 99.2, 99.3 and 99.4 hereto.

Item 9.01 Financial Statements and Exhibits

(c)    Exhibits

99.1	Press Release issued February 16, 2022
99.2	Letter to L&B dated January 5, 2022
99.3	Letter from L&B dated January 18, 2022
99.4	Letter from L&B dated February 15, 2022
104	Cover page interactive data file (embedded within the Inline XBRL document)

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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: February 16, 2022

AMERICAN CAMPUS COMMUNITIES, INC.
By:	/s/ Kim K. Voss
	Kim K. Voss
	Executive Vice President, Chief Accounting Officer

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EX-99.1

Exhibit 99.1

American Campus Communities Discloses Receipt of Nomination from Land & Buildings

Land & Buildings’ Nominee is Corey Lorinsky, an Employee of the Hedge Fund

ACC Provides Update on Extensive Engagement with Land & Buildings

Austin, Texas – February 16, 2022 – American Campus Communities, Inc. (NYSE: ACC) (“ACC” or the “Company”) today issued the following statement:

Over the past 15 months, ACC has made every attempt to maintain a constructive dialogue with Land & Buildings, as the Company does with all of its shareholders. One year ago, ACC entered into a settlement agreement with Land & Buildings and appointed three new independent directors, elected a new Board Chair and formed a Capital Allocation Committee chaired by Craig Leupold, former CEO of Green Street Advisors, who was appointed as part of the agreement.

The Company has delivered outstanding results, created significant shareholder value and quickly re-stabilized from the significant impacts of the COVID-19 pandemic. Earnings results for the first nine months of 2021 eclipsed expectations and cumulatively exceeded guidance by $0.12 per share, or almost 10 percent. Additionally, net operating income (“NOI”) returned to pre-pandemic levels a full year earlier than anticipated, with 95.8 percent opening fall occupancy for the 2021-2022 academic year and rental rate growth of 3.8 percent, both of which were above the high-end of the Company’s previously communicated expectations. As a result, ACC’s public market valuation achieved an all-time high of $57.29 per share at the end of 2021.

On the capital allocation front, ACC recently formed a joint venture with Harrison Street’s social infrastructure platform to recapitalize a minority 45 percent interest in ACC’s existing eight-property Arizona State University student housing portfolio, with the Company retaining ownership of the majority 55 percent interest. The transaction satisfies ACC’s 2022 capital sourcing transactions of $200 - $400 million and will provide additional proceeds moving into 2023. With this joint venture now in place, ACC is well positioned to execute on further potential on-campus transactions in its pipeline, creating an expansive opportunity for growth and value creation.

Consistent with the Company’s commitment to transparency, ACC believes it is important to disclose recent developments to set the record straight regarding Land & Buildings’ actions and intentions.

As previously disclosed, on November 2021, Jonathan Litt privately requested that the ACC Board add him as a new director. The Board interviewed and was in the process of assessing Mr. Litt as a candidate, but the review process was not completed because Mr. Litt did not follow through on his commitment to provide additional information to the Nominating and Corporate Governance Committee. Surprisingly, rather than provide the information he promised, on December 17, 2021, Mr. Litt privately nominated a different Land & Buildings representative, Corey Lorinsky, to stand for election to the ACC Board. This abrupt change of course gave the Board serious cause for concern as to the credibility and true motives of Land & Buildings.

Notwithstanding these concerns, the Board carefully considered Mr. Lorinsky as a director candidate, taking into account the factors the Board uses to evaluate any candidate, including his experience, the Board’s direct interactions with him over the past year, diversity and the current composition of the ACC Board. The Board determined that Mr. Lorinsky would not be an additive member to the ACC Board, and this was privately communicated to Land & Buildings¹ on January 5, 2022.

On January 18, 2022, ACC received another letter from Land & Buildings in which Mr. Litt demanded that he or his colleague be added to the Board, saying, “Both myself (sic) and Corey Lorinsky, my partner of over ten years, are uniquely qualified to be on the Board of ACC and we remain open to resolving the nomination.”

Most recently, on February 15, 2022, ACC received a letter from Land & Buildings in which the hedge fund does not propose to acquire ACC, but claims that it is “indicating its willingness to offer to acquire” ACC² for $57.00 per share, below the Company’s recent all-time high of $57.29. Land & Buildings’ actions to date, its inability to finance or consummate a transaction, and its use of this same “faux bid” tactic on at least two prior occasions in efforts to force the sales of other companies, highlight the fact that Land & Buildings is not a credible potential buyer of ACC. ACC’s Board is resolute in its commitment to acting in the best interest of shareholders, and would always consider and respond to a bona fide, actionable proposal from a credible potential counterparty that maximizes value for shareholders.

The Company has engaged with Land & Buildings in good faith for more than a year, and had hoped to again avoid the expense and unnecessary distraction of a contested director election by reaching a mutually acceptable resolution. To be clear, however, ACC does not believe it is in the best interests of all other shareholders to appoint Mr. Lorinsky as a director. Accordingly, while the Company and its advisors will continue to engage with Land & Buildings and encourage them to withdraw Mr. Lorinsky’s nomination, at this time ACC is preparing for the costly and distracting proxy contest that Land & Buildings initiated.

¹  Full text of ACC’s letter to Land & Buildings dated January 5, 2022 can be found in the Company’s 8-K filing with the SEC

²  Full text of Land & Buildings’ letter to ACC dated February 15, 2022 can be found in the Company’s 8-K filing with the SEC

ACC is a strong company, with a uniquely valuable portfolio, talented employees and diversified sources of capital. We have successfully navigated through the disruption of the COVID-19 pandemic and believe we are now poised to benefit from recent initiatives and the positive fundamentals of the student housing operating environment to deliver recession resilient, robust organic growth, meaningful earnings growth and substantial net asset value creation to investors.

The Board and management team believe it is an exciting time to own ACC and we are confident in the Company’s future prospects. We look forward to continued engagement with our shareholders as we build on our momentum.

The Board intends to present its recommendation regarding any director nominees in ACC’s definitive proxy statement and other materials, to be filed with the U.S. Securities and Exchange Commission and mailed in due course. The 2022 Annual Meeting has not yet been scheduled and no shareholder action is required at this time.

BofA Securities is serving as financial advisor and Dentons US LLP is serving as legal counsel to the Company.

About American Campus Communities

American Campus Communities, Inc. is the largest owner, manager and developer of high-quality student housing communities in the United States. The company is a fully integrated, self-managed and self-administered equity real estate investment trust (REIT) with expertise in the design, finance, development, construction management and operational management of student housing properties. As of September 30, 2021, American Campus Communities owned 166 student housing properties containing approximately 111,900 beds. Including its owned and third-party managed properties, ACC’s total managed portfolio consisted of 202 properties with approximately 140,700 beds. Visit www.americancampus.com.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements under the applicable federal securities law. These statements are based on management’s current expectations and assumptions regarding markets in which American Campus Communities, Inc. (the “Company”) operates, operational strategies, anticipated events and trends, the economy, and other future conditions. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. These risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward looking-statements include those related to the COVID-19 pandemic, about which there are still many unknowns, including the duration of the pandemic and the extent of its impact, and those discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020 under the heading “Risk Factors” and under the heading “Business—Forward-looking Statements” and subsequent annual reports on Form 10-K and quarterly reports on Form 10-Q. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future events, or otherwise. The information contained on our website is not a part of this release.

Important Additional Information and Where to Find It

In the event that Lands & Buildings files a consent solicitation statement or a proxy statement with the SEC in connection with a solicitation to, among other things, possibly nominate any person for election to the board of directors of the Company (the “Solicitation”), the Company plans to file a proxy statement or a consent revocation statement, as applicable (each, a “Solicitation Statement”), with the SEC, together with a WHITE proxy card or consent revocation card, as applicable. SHAREHOLDERS ARE URGED TO READ THE APPLICABLE SOLICITATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain, free of charge, copies of the Solicitation Statement, any amendments or supplements thereto and any other documents (including the WHITE proxy card or consent revocation card, as applicable) when filed by the Company with the SEC in connection with the Solicitation at the SEC’s website (http://www.sec.gov) or at the Company’s website at www.americancampus.com within the investor relations section.

Certain Information and Where to Find It

The Company, its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Solicitation. Additional information regarding the identity of these potential participants, none of whom owns in excess of one percent (1%) of the Company’s shares, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the applicable Solicitation Statement and other materials to be filed with the SEC in connection with the Solicitation. Information relating to the foregoing can also be found in the Company’s definitive proxy statement for its 2021 annual meeting of shareholders (the “2021 Proxy Statement”), filed with the SEC on March 17, 2021. To the extent holdings of the Company’s securities by such potential participants (or the identity of such participants) have changed since the information printed in the 2021 Proxy Statement, such information has been or will be reflected on Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

Contacts

American Campus Communities, Inc., Austin

Ryan Dennison, 512-732-1000

or

Andrew Siegel / Amy Feng / Greg Klassen

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

EX-99.2

Exhibit 99.2

January 5, 2022

Jonathan Litt, Founder & CIO

Land and Buildings

1 Landmark Square

Stamford, CT 06901

Dear Jon,

Over the past two months, our Board engaged with you regarding your interest in potentially joining the ACC Board, including an evaluation of your candidacy. We wanted to provide you the opportunity to expand upon your perspectives, and to convey how the Company and our shareholders might benefit from having you represent them as an independent member of our Board. Our interactions were in the spirit of collaboration, consistent with our prior discussions that resulted in the addition of three new highly qualified independent directors. As such, we were disappointed with Land & Buildings’ decision to launch an unnecessary and distracting public campaign, after we provided you an interview and while our process with you was ongoing, a particularly unnecessary escalation given not only the responsiveness demonstrated by the Board, but also the timing of more than one week before the end of the Company’s nomination window and over four months prior to when ACC typically holds its annual meeting.

As you recall, during your November 18^th interview with the Nominating and Corporate Governance Committee, you committed to provide two key items to help the Board evaluate your candidacy, which despite the follow up request from Oliver, we have not received:

1. Case studies demonstrating that substantial sales of up to half a company’s assets, as you are suggesting for ACC, is an effective means of enhancing public market valuation and eliminating any discount to Net Asset Value.

2. Demonstrated support by any other current or prospective ACC shareholders of Land & Buildings’ proposed plan that includes selling up to half of the Company’s assets. As we communicated to you, in our extensive investor engagement we have not heard support for this asset-sale strategy but rather investors have expressed concern regarding its impact on earnings dilution. We asked you to provide a channel for us to speak directly to other shareholders who support this strategy, and you indicated you would “clear it with them and get back to us.”

Given your stated intent to join the Board and that we were in the midst of interviewing and assessing you as a candidate, we were surprised when you then formally nominated your colleague, Corey Lorinsky, as Land & Building’s candidate in your December 17^th notice to the Company. This abrupt change of course—particularly in light of your earlier demands that you be added to the Board and that the Board replace ACC’s CEO and put the Company up for sale—gives the Board serious cause for concern as to Land & Buildings’ true motives. We have, however, never wavered in our commitment to engage with you and as such, the Board considered Mr. Lorinsky as a director candidate. When the Board evaluates the requisite qualifications it seeks in any Board candidate, it considers, among other factors, years of experience, board diversity, industry expertise, university relations, leadership (including prior executive management and board experience as well as a history of leading strategic transactions and managing human capital), and financial literacy.

After careful consideration of Mr. Lorinsky’s experience and qualifications, as well as the numerous prior engagement and interactions members of our Board have had with Mr. Lorinsky over the past year (including in the November meeting during which you and Mr. Lorinsky shared your views on valuation and assumptions regarding ACC and the student housing industry), the Board has determined that it does not believe Mr. Lorinsky will be an additive member of the ACC Board and does not intend to move forward with his candidacy.

As part of our review, we also considered the current makeup of the Board and our collective skillset. We feel that Cydney’s three plus decades of investment management experience (including various roles on investment committees of two endowments, a major public pension fund and a family office), along with Craig Leupold’s extensive experience as CEO of GSI Capital Advisors and CEO of Green Street Advisors, bring a shareholder perspective well beyond that offered by Mr. Lorinsky. In addition, contrary to the statement you made on your conference call that no ACC board members have management experience at other REITs, we would note that one-third of our independent directors have held officer positions in public REITs.

We wanted to get back to you in a timely manner with the Board’s decision. While you may decide to move ahead with a contested election, we hope that you will instead consider withdrawing your director nomination and continue to engage privately and constructively with the ACC Board and management team.

Best regards,

/s/ Cydney Donnell

Cydney Donnell

Chair of the Board of Directors

/s/ Oliver Luck

Oliver Luck

Chair of the Nominating and Corporate Governance Committee

EX-99.3

Exhibit 99.3

Jonathan Litt

Founder & CIO

January 18, 2022

American Campus Communities, Inc.

12700 Hill Country Blvd

Suite T-200

Austin, TX 78738

Attn: Cydney Donnell

Chair of the Board of Directors

Dear Cydney,

Thank you for your letter dated January 5, 2022. As you know, Land & Buildings Investment Management,LLC (“Land & Buildings”, “we” or us”) has repeatedly tried to work collaboratively with the Board of Directors (the “Board”) of American Campus Communities, Inc. (“ACC” or the “Company”) to help drive value for the benefit of all shareholders.

Unfortunately, your latest letter and the Company’s recently announced joint venture for the ownership of its existing eight-property Arizona State University (ASU) student housing portfolio (the “Joint Venture”), only underscores our concerns that additional change is required at the Company and that true shareholder representation is needed on the Board. It is disappointing that the Board has chosen not to work with a long-term and constructive shareholder, despite our repeated efforts to engage constructively and reach a resolution that would bring the much-needed accountability, oversight and importantly, shareholder alignment into the boardroom.

ACC’s Board and management team have overseen inferior total returns and operating margins, weak earnings growth and poor capital allocation for far too long. As we suggested when we first began our engagement with you and the Board, a top priority was to make it clear to shareholders that the Board and management will do everything it can to reverse these troubling trends. Our prior recommendations included, among others:

1. Making it clear to investors that the substantial discount to NAV is unacceptable and assets will be sold, and capital returned to shareholders until such time as the shares trade at NAV even if that includes aggressively selling the Company’s assets.

• To date, the Company continues to defend its performance despite ACC’s total shareholder returns continuing to lag peers.

• The Company’s recently announced Joint Venture is wholly inadequate to close the substantial discount to NAV. Simply put – clear communication is critically needed to investors of the intention to sell large portfolios and return capital to shareholders as long as shares are at a discount to NAV.

2. Establishing a new capital allocation committee of the Board to undertake a careful and comprehensive review of the Company’s capital allocation to balance management’s poorly aligned compensation incentives with shareholders.

• The Capital Allocation Committee of the Board has failed to improve the Company’s capital allocation. Instead, ACC issued equity in 2021 at a steep discount despite Land & Buildings repeatedly pointing out that ACC’s NAV is significantly above its share price.

• Reinvesting assets sale and joint venture proceeds into developments has not worked, why should investors expect it too now? The Company needs to return capital to shareholders to close the gap to NAV.

3. Improving operating margins and reducing general and administrative expenses.

• Operating margins continue to lag, and exorbitant G&A expenses remain. The Company has failed to effectively communicate any plans for improvement here.

4. Providing more effective oversight of management to ensure they take all actions necessary to reverse these troubling trends.

• The Board has failed to improve its oversight of management as evidenced by ACC’s continued discount to NAV and its continued share price underperformance relative to peers.

Unfortunately, more than a year after our initial discussions began, little progress has been made. When we addressed these issues with you and the Board, we were hopeful to amicably and collaboratively resolve the best path forward for the Company to maximize value for all shareholders, including putting me on the Board. Surprisingly, after hearing no response to my email to Oliver Luck, Chair of the Nominating and Corporate Governance Committee after my Board interview, it became clear to us that the Board was moving in another direction, leaving us with no choice but to take our case to ACC shareholders.

Both myself and Corey Lorinsky, my partner of over ten years, are uniquely qualified to be on the Board of ACC and we remain open to resolving the nomination without the expense and distraction of an extended proxy contest. Land & Buildings has a history of driving positive returns and we think the addition of a Land & Buildings’ representative on the Board would bring the investor perspective required to help improve the Company’s troubling status quo.

While we were hopeful that our resolution last year would have helped catalyze the change required at the Company, the new directors put forth were not selected by Land & Buildings, and importantly, it has become abundantly clear to us that what is really needed at ACC is shareholder alignment. In fact, we vehemently disagree with your contention that certain Board members bring a shareholder perspective “well beyond that offered by Mr. Lorinsky”. Having investment management experience does not bring the shareholder alignment that a true owner of the Company’s shares, like Land & Buildings, would bring to the boardroom.

We carefully documented the concerns analysts have with ACC in our presentation to all shareholders, which can be found at AcetheTestACC.com. As we previously communicated to you, many shareholders have expressed similar concerns. We strongly encourage you to speak with your current shareholders as well as those who have large REIT portfolios but do not own ACC to get their views. I have encouraged those shareholders who have expressed their frustration over the years with ACC to reach out directly to the Board, but would rather not have us share their names due to their company policies.

Our sincere hope continues to remain working collaboratively with the Board to help put the Company on a better path forward. We are available to continue our discussions.

All the best,

/s/ Jonathan Litt

Jonathan Litt

Land & Buildings

EX-99.4

Exhibit 99.4

February 15, 2022

Via Email, Facsimile and Overnight Courier

American Campus Communities, Inc.

12700 Hill Country Blvd.

Suite T-200

Austin, Texas 78738

Attn: Cydney Donnell

Chair of the Board of Directors

Dear Ms. Donnell:

As you know, Land & Buildings Investment Management, LLC (“Land & Buildings” or “we”) has repeatedly attempted to work constructively with American Campus Communities, Inc. (“ACC” or the “Company”) and its Board of Directors (the “Board”) regarding opportunities that we believe are available to drive value for the benefit of all ACC shareholders. We have raised with you repeatedly our significant concerns with the Company’s prolonged underperformance, which we believe stems from, among other things, disappointing growth, capital missteps, communication failures and bloated expenses. As a result, ACC continues to trade at a material discount to its net asset value (NAV).

We have repeatedly recommended that the Board evaluate all strategic options for the Company to help close the discount to NAV, including (i) the sale of assets and the return of capital to shareholders, (ii) improvements to the Company’s capital allocation, (iii) reducing general and administrative expenses and improving operating margins, and (iv) adding a true shareholder representative to the Board.

Unfortunately, little progress has been made and the Company’s total shareholder returns continue to lag its peers. We have gone to great lengths and have expended a great deal of time and energy in our efforts to assist management and the Board in helping the Company achieve its full potential for the benefit of all stakeholders. The Company’s failure to seriously consider or implement our suggestions confirms our belief that the Board and management have little, if any, interest in working with us and care little about providing acceptable returns on shareholders’ capital and improving value for all stakeholders.

Therefore, Land & Buildings hereby submits this proposal indicating its willingness to offer to acquire ACC in-line with management’s stated NAV estimate on its October 26th, 2021 conference call, through an appropriate acquisition entity (which may include a third-party partner), by merger or otherwise, at a price equal to $57.00 per share in cash, which represents a 14% premium to ACC’s most recent closing price of $49.94, and a 40% premium to the $40.60 unaffected price prior to the January 27, 2021 announcement of our agreement with the Company. We believe our proposal represents the best means for shareholders of ACC to maximize the value of their shares while bypassing the negative implications from ACC’s prolonged underperformance and the Board’s apparent unwillingness to more actively pursue and complete strategic alternatives.

We propose that the transaction be accomplished through a definitive merger agreement. Our proposal is conditioned upon satisfactory completion of due diligence typical for a transaction of this type, obtaining all necessary consents and approvals, waiver of any Company anti-takeover provisions, other customary conditions for a transaction of this type and size and the execution of a definitive agreement. We have had discussions with several debt and equity financing sources regarding this matter, including financial institutions, and they are highly confident of their ability to provide appropriate financing commitments at the time of execution of a definitive merger agreement. We would deliver any necessary financing commitments simultaneously with the signing of a definitive agreement such that the transaction would not be subject to any financing contingency. We are prepared to enter into an appropriate confidentiality agreement and commence our due diligence immediately.

Our interest in acquiring ACC is based on publicly available information. If as a result of our due diligence we find evidence of additional value inherent in the Company based on operating results, synergies or otherwise, we would be willing to upwardly adjust the offer price to reflect such additional value. We invite you to share with us any documentation in your possession which you believe reflects additional value in the shares that you believe may not already be known to us.

As always, we stand ready, willing and able to meet with the Board and ACC’s representatives as soon as possible. We believe that our proposal is the best opportunity for shareholders to maximize the value of their shares on an expeditious and cost-effective basis. Please be aware that our proposal is non-binding, and we reserve the right to both withdraw this proposal or to modify it in any way for any reason.

We expect that the Board will seriously consider our proposal and meet with us promptly. Should we fail to receive a favorable and prompt response from the Board, we intend to evaluate all of our options and take any actions that we deem necessary with respect to ACC. We look forward to hearing from you. Please contact me at (203) 987-5830 or jonathan.litt@landandbuildings.com to further discuss.

Very truly yours,
Land & Buildings Investment Management, LLC
By:
Name:	Jonathan Litt
Title:	Managing Principal