American Campus Communities Inc.

05/07/2021 | Press release | Archived content

The Shares include shares of common stock of the Company with an aggregate offering price of $500,000,000 that were not sold under expired Equity Distribution Agreements, each[...]

The Shares include shares of common stock of the Company with an aggregate offering price of $500,000,000 that were not sold under expired Equity Distribution Agreements, each dated May
1
6
, 2018
, between the Company and the Operating Partnership, on one hand, and each of the Agents, on the other hand.
Sales of the Shares, if any, under the Agreements may be made in transactions that are deemed to be
'at-the-market'
offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers' transactions, including on the New York Stock Exchange, at market prices or as otherwise agreed with the Agents. The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Agreements or terminate the Agreements.
The Shares will be issued pursuant to a prospectus supplement dated May 3, 2021 to the prospectus included in the Company's and the Operating Partnership's automatic shelf registration statement on Form
S-3
(File Nos.
333-255622
and
333-255622-01)
dated April 29, 2021. This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreements are filed as Exhibits 1.1, 1.2, 1.3, and 1.4 to this Report. The description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreements filed herewith as exhibits to this Report.
Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number
Title
1.1 Form of Equity Distribution Agreement, dated May 3, 2021, between American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, on one hand, and BofA Securities, Inc., on the other hand
1.2 Form of Equity Distribution Agreement, dated May 3, 2021, between American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, on one hand, and Deutsche Bank Securities Inc., on the other hand
1.3 Form of Equity Distribution Agreement, dated May 3, 2021, between American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, on one hand, and J.P. Morgan Securities LLC, on the other hand
1.4 Form of Equity Distribution Agreement, dated May 3, 2021, between American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, on one hand, and KeyBanc Capital Markets Inc., on the other hand
5.1 Opinion of Dentons US LLP
23.1 Consent of Dentons US LLP (included in Exhibit 5.1 hereto)
104 Cover page interactive data file (embedded within the Inline XBRL document)
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