| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 31, 2023, Camden Property Trust, a Texas real estate investment trust (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., for themselves and Representatives of the several Underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $500,000,000 aggregate principal amount of its 5.850% Notes due 2026 (the “Notes”), which issuance and sale closed on November 3, 2023. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein.
The offering of the Notes is described in the Company’s Prospectus Supplement dated October 31, 2023 to the Company’s Prospectus dated May 12, 2023. The Notes were issued pursuant to the Company’s existing shelf registration statement.
The Notes bear interest at 5.850% from November 3, 2023, with interest payable each May 3 and November 3 beginning May 3, 2024. The Notes will mature on November 3, 2026. The Notes are redeemable at any time at the option of the Company, in whole or in part, at a redemption price equal to the principal amount and accrued interest of the Notes being redeemed, plus a make-whole premium. If, however, the Company redeems the Notes on or after one month prior to their maturity date, the redemption price will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date.
The Notes were priced at a discount such that the Notes were offered to the public at 99.997% of their face amount. The Notes were issued under an Indenture between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (the “Trustee”), as amended by the First Supplemental Indenture dated as of May 4, 2007 between the Company and the Trustee, the Second Supplemental Indenture dated June 3, 2011 between the Company and the Trustee and the Third Supplemental Indenture dated October 4, 2018.
The description in this Current Report of the Notes is not intended to be a complete description, and the description is qualified in its entirety by the full text of the form of note, which is attached as Exhibit 4.5 to this Current Report.
After deducting underwriting discounts and other offering expenses, the net proceeds from the sale of the Notes will be approximately $496.9 million. The Company intends to use the net proceeds to repay a portion of the outstanding balance on its unsecured revolving credit facility and for general corporate purposes, which may include property acquisitions and development in the ordinary course of business, capital expenditures and working capital. In the ordinary course of their respective businesses, the Underwriters and their affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with the Company and its affiliates for which they have received, and may in the future receive, customary fees. U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc., one of the Underwriters, is serving as the trustee under the indenture under which the Notes will be issued. Associated Investment Services, Inc. (AIS), a Financial Industry Regulatory Authority member, a subsidiary of Associated Banc-Corp, is being paid a referral fee by Samuel A. Ramirez & Company, Inc., one of the Underwriters. Affiliates of certain of the Underwriters are lenders under the Company’s unsecured line of credit. Such Underwriters or affiliates will, therefore, receive a portion of the net proceeds of the Notes through any repayment of borrowings on the unsecured line of credit.
