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 1934Date of report (Date of earliest event reporte
d): January 30, 2020
AMERICAN CAMPUS COMMUNITIES, INC.
AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP
(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 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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 1.01 | Entry into a Material Definitive Agreement. |
On January 30, 2020, American Campus Communities Operating Partnership LP (the “Operating Partnership”) completed an underwritten public offering of $400.0 million in aggregate principal amount of its 2.850% Senior Notes due 2030 (the “Notes”), which are fully and unconditionally guaranteed by American Campus Communities, Inc. (the “Company”) pursuant to a Guarantee, dated April 2, 2013. The terms of the Notes are governed by an Indenture, dated as of April 2, 2013, among the Operating Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture, dated as of April 2, 2013 and the Second Supplemental Indenture, dated as of June 21, 2019 (collectively, the “Indenture”). The Indenture contains various restrictive covenants, including limitations on the Operating Partnership’s ability to incur additional indebtedness and requirements to maintain unencumbered assets, in each case subject to the exceptions set forth in the Indenture.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) .
Exhibits
Exhibit Number | Title | |||
4.1 | ||||
4.2 |
4.3 | ||||
4.4* | ||||
4.5 | ||||
5.1* | ||||
8.1* | ||||
23.2 | ||||
23.3 | ||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed herewith. |
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: January 30, 2020
AMERICAN CAMPUS COMMUNITIES, INC. | ||||||
By: | /s/ Kim K. Voss | |||||
Kim K. Voss | ||||||
Executive Vice President, Chief Accounting Officer | ||||||
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/ Kim K. Voss | |||||
Kim K. Voss | ||||||
Executive Vice President, Chief Accounting Officer |