0001140361-18-038478.txt : 20180914 0001140361-18-038478.hdr.sgml : 20180914 20180914164122 ACCESSION NUMBER: 0001140361-18-038478 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180914 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180914 DATE AS OF CHANGE: 20180914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Education Realty Trust, Inc. CENTRAL INDEX KEY: 0001302343 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 201352180 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32417 FILM NUMBER: 181071599 BUSINESS ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: (901) 259-2500 MAIL ADDRESS: STREET 1: 999 SOUTH SHADY GROVE ROAD, STREET 2: SUITE 600 CITY: MEMPHIS STATE: TN ZIP: 38120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDUCATION REALTY OPERATING PARTNERSHIP L P CENTRAL INDEX KEY: 0001351345 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-199988-01 FILM NUMBER: 181071598 BUSINESS ADDRESS: STREET 1: 530 OAK COURT DR SUITE 300 CITY: MEMPHIS STATE: TN ZIP: 38117 BUSINESS PHONE: 901-259-2500 MAIL ADDRESS: STREET 1: 530 OAK COURT DR SUITE 300 CITY: MEMPHIS STATE: TN ZIP: 38117 8-K 1 form8k.htm 8-K
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): September 14, 2018

Education Realty Trust, Inc.
Education Realty Operating Partnership, LP
(Exact name of registrant as specified in its charter)


Maryland
001-32417
20-1352180
Delaware
333-199988-01
20-1352332
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

999 South Shady Grove Road, Suite 600
Memphis, Tennessee
(Address of principal executive offices)
  
38120
(Zip Code)
Registrant’s telephone number, including area code: 901-259-2500
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))

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 not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.
Submission of Matters to a Vote of Security Holders.

On September 14, 2018, Education Realty Trust, Inc., a Maryland corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”).

As of the record date of August 10, 2018, there were 80,604,618 shares of the Company’s common stock issued, outstanding and entitled to vote at the Special Meeting. Holders of 67,742,621 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, which constituted a quorum to conduct business.

The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission (“SEC”) on August 13, 2018, as supplemented by the Supplement to the Proxy Statement, filed with the SEC on September 11, 2018 (as supplemented, the “Proxy Statement”), are set forth below. There were no broker non-votes with respect to any of the proposals.

Proposal 1: Approval of REIT Merger. To approve the merger of the Company with and into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (the “REIT merger”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 25, 2018, among the Company, Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC and certain other affiliates of Greystar Real Estate Partners, LLC. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Abstentions
67,670,807
  
64,145
  
7,669

Proposal 2: Advisory Approval of Merger Related Compensation. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers contemplated by the Merger Agreement. The votes regarding this proposal were as follows:

Votes For
  
Votes Against
  
Abstentions
22,651,125
  
45,020,916
  
70,580

As there were sufficient votes to approve the REIT merger proposal, stockholder action on the proposal to approve any adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the approval of the REIT merger, as more fully described in the Proxy Statement, was not required, and the Company did not call the vote on that proposal.

Item 8.01.
Other Events.

On September 14, 2018, the Company issued a press release announcing the results of the Special Meeting. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits

Exhibit
No.
  
Description
 
Press Release of the Company, dated September 14, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 
EDUCATION REALTY TRUST, INC.
   
September 14, 2018
By:
/s/ Edwin B. Brewer, Jr.
   
Edwin B. Brewer, Jr.
   
Executive Vice President and Chief Financial Officer

 
EDUCATION REALTY OPERATING PARTNERSHIP, LP
   
 
By: EDUCATION REALTY OP GP, INC., its general partner
 
September 14, 2018
By:
/s/ Edwin B. Brewer, Jr.
   
Edwin B. Brewer, Jr.
   
Executive Vice President and Chief Financial Officer


EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1
EdR Stockholders Approve Merger With Affiliate of Greystar

Memphis, Tenn. — September 14, 2018 - EdR (NYSE: EDR) one of the nation’s largest developers, owners and managers of high-quality collegiate housing communities, today announced that at the special meeting of EdR stockholders held today, stockholders voted to approve the proposed merger of EdR with GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“Greystar”), pursuant to the merger agreement dated June 25, 2018.

Approximately 99.90% of the votes cast at the special meeting voted in favor of the approval of the merger, which represented approximately 83.95% of EdR’s total outstanding shares of common stock as of the August 10, 2018 record date for the special meeting.

Subject to the satisfaction or waiver of the remaining conditions to closing, the merger is expected to close on Thursday, September 20, 2018. Under the terms of the merger agreement, each share of EdR common stock and each unit in Education Realty Operating Partnership, LP and University Towers Operating Partnership, LP will be converted automatically into the right to receive a cash payment of $41.50 per share or unit, as applicable.

About EdR

EdR (NYSE:EDR) is one of America's largest owners, developers and managers of collegiate housing. EdR is a self-administered and self-managed real estate investment trust that owns or manages 86 communities with more than 47,100 beds serving 55 universities in 27 states. EdR is a member of the Russell 2000 Index, the S&P MidCap 400 and the Morgan Stanley REIT indices. For details, please visit the Company's Web site at www.EdRtrust.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the expected closing date of the merger. These statements are based on current expectations, estimates and projections about, among others, the industry, markets in which the Company operates, and the transactions described in this press release. While the Company’s management believes the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of the Company’s management. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against EdR or its subsidiaries; (3) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the mergers; (4) the impact, if any, of the announcement or pendency of the Mergers on the company’s relationships with colleges and universities; (5) the amount of the costs, fees, expenses and charges related to the mergers and the actual terms of certain financings that will be obtained for the mergers; and (6) other risks that are set forth under “Risk Factors” in the EdR’s and Education Realty Operating Partnership, LP’s 2017 Annual Report on Form 10-K and most recent Quarterly

Report on Form 10-Q. All forward-looking statements speak only as of the date of this press release or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

EdR Contacts:

J. Drew Koester – Senior Vice President, Capital Markets and Investor Relations
901-259-2500, dkoester@EdRtrust.com

Bill Brewer – Executive Vice President and Chief Financial Officer
901-259-2500, bbrewer@EdRtrust.com
Craig Wack – PR Coordinator
901-252-6809, cwack@EdRtrust.com