UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A
(Amendment No. 1)
☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2018
☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Transition Period From to .
Commission file number333-181102-01
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
(Exact name of registrant as specified in its charter)
Maryland | 56-2473181 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
12700 Hill Country Blvd., SuiteT-200 Austin, TX | 78738 | |
(Address of Principal Executive Offices) | (Zip Code) |
(512)732-1000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-Accelerated Filer | ☒ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of voting andnon-voting common equity held bynon-affiliates of American Campus Communities, Inc. (the “Company”), was $4,407,257,127 based on the last sale price of the common equity on June 30, 2018 which is the last business day of the Company’s most recently completed second quarter.
There were 137,036,889 shares of the Company’s common stock with a par value of $0.01 per share outstanding as of the close of business on February 22, 2019.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this report incorporates information by reference from the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders of the Company.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form10-K of American Campus Communities Operating Partnership LP for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on April 1, 2019 (the “Original Form10-K”) is being filed for the sole purpose of updating the Consent of Ernst & Young LLP that was attached as Exhibit 23.2 to the OriginalForm 10-K.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the disclosures in the Original Form10-K, including the audited financial statements and related schedules and other disclosures, or the exhibits to the Original Form10-K, nor does it reflect events occurring after the date and time of the filing of the Original Form10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form10-K.
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PART IV
Item 15. | Exhibits and Financial Statement Schedules |
(a) Financial Statements
See the Original Form10-K
(b) Exhibits
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5
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7
* | Indicates management compensation plan. |
** | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 23, 2019 | AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP | |||||||||
By: | American Campus Communities Holdings LLC, its general partner | |||||||||
By: | American Campus Communities, Inc., its sole member | |||||||||
By: | /s/ William C. Bayless, Jr. | |||||||||
William C. Bayless, Jr. | ||||||||||
Chief Executive Officer |
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