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, 2007
AMERICAN CAMPUS COMMUNITIES, INC.
(Exact name of Registrant as specified in its Charter)
| | | | | |
| Maryland | | 001-32265 | | 760753089 |
(State or other jurisdiction of
incorporation or organization) | | (Commission file number) | | (I.R.S. Employer
Identification Number) |
805 Las Cimas Parkway, Suite 400
Austin, TX 78746
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 February 16, 2007, American Campus Communities, Inc. (the “Company”) completed the acquisition (the “Acquisition”) from The Edwards Companies of three student housing properties located near the campuses of the University of Kentucky, Lexington, the University of Toledo, Ohio and East Michigan University, Ypsilanti. The properties contain a total of 1,887 beds and were acquired for an aggregate purchase price of $102.0 million, including the assumption of $70.7 million of existing fixed-rate mortgage debt.
Item 7.01 Regulation FD Disclosure
On February 22, 2007, the Company issued a press release announcing, among other matters, the closing of the Acquisition. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The press release 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 (the “Exchange Act”), 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 Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The required financial statements will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is due.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is due.
(c) Exhibits
The Exhibits to this Report are listed on the Exhibit Index attached hereto.
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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.
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| Date: February 22, 2007 | AMERICAN CAMPUS COMMUNITIES, INC.
| |
| | By: | /s/ Jonathan A. Graf | |
| | | Jonathan A. Graf | |
| | | Senior Vice President, Chief Accounting
Officer and Treasurer | |
| |
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EXHIBIT INDEX
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| Exhibit | | |
| Number | | Title |
| | | |
| 99.1 | | Press Release, dated February 22, 2007 |
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