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): November
30, 2012
AMERICAN CAMPUS
COMMUNITIES, INC.
AMERICAN
CAMPUS COMMUNITIES OPERATING
PARTNERSHIP, L.P.
(Exact
name of Registrant as specified in its Charter)
Maryland |
001-32265 |
76-0753089 |
Maryland |
333-181102-01 |
56-2473181 |
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
12700 Hill Country Boulevard, Suite T-200
Austin, TX 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))
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 30, 2012, American Campus Communities Operating Partnership, L.P. (the "Operating Partnership") acquired 19 select student housing properties with 12,049 beds, including 366 beds at an additional phase currently under development at an existing property pursuant to the Purchase and Sale Agreement, dated as of September 4, 2012, as amended, between the Operating Partnership and affiliates of Kayne Anderson Capital Advisors, L.P. The aggregate purchase price of $862.8 million includes the assumption of approximately $395.8 million of outstanding mortgage debt. The acquisition of the phase under development, which is expected to close during the third quarter of 2013, is subject to certain closing conditions, including satisfactory completion of such phase.
Item 7.01 Other Events.
On December 3, 2012, the Company issued a press release announcing the closing of the transaction described above, a copy of which is included as Exhibit 99.1 hereto.
Such information is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
Set forth below are the financial statements relating to the acquisition discussed above that are required to be filed as part of this Form 8-K:
(a) Financial Statements of Business Acquired.
The financial statements required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(b) Pro Forma Financial Information.
The financial information required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K must be filed.
(c) Exhibits.
The Exhibit to this Report is listed on the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: |
December 3, 2012 |
AMERICAN CAMPUS COMMUNITIES, INC. |
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By: |
/s/ Jonathan A. Graf |
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Jonathan A. Graf |
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Executive Vice President, Chief Financial |
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Officer, Secretary and Treasurer |
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AMERICAN CAMPUS COMMUNITIES |
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OPERATING PARTNERSHIP, L.P. |
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By: |
American Campus Communities Holdings |
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LLC, its general partner |
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By: |
American Campus Communities, Inc., |
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its sole member |
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By: |
/s/ Jonathan A. Graf |
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Jonathan A. Graf |
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Executive Vice President, |
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Chief Financial Officer, |
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Secretary and Treasurer |
EXHIBIT INDEX
Exhibit Number |
Title |
|
99.1 |
Press Release, dated December 3, 2012 |