AMERICAN CAMPUS COMMUNITIES, INC. Item 1.02. Termination of a Material Definitive Agreement
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the terms and conditions of the Merger Agreement, among other things:
• Common Stock: At or immediately prior to, as applicable, the effective
time of the Company Merger (the "Company Merger Effective Time"), each
share of common stock of the Company, par value $0.01 per share (each, a
"Company Share"), or fraction thereof, other than Company Shares held by
the Company or any subsidiary of the Company, including common stock held
in the Company's rabbi trust for the purposes of meeting Company
liabilities under its deferred compensation plan, or by the Parent
Parties or any of their respective subsidiaries, that was issued and
outstanding immediately prior to the Company Merger Effective Time was
automatically cancelled and converted into the right to receive an amount
in cash equal to $65.47 without interest (the "Per Company Share Merger
Consideration") and less any applicable withholding taxes;
• Restricted Stock: At or immediately prior to, as applicable, the Company
Merger Effective Time, each share of unvested restricted common stock
granted pursuant to the Company's 2018 Stock Incentive Plan
(collectively, with the Company's 2004 Incentive Award Plan and the 2010
Incentive Award Plan, the "Long-Term Incentive Plans"), other than each
outstanding equity-based award credited to a stock account under the
Company's deferred compensation plan and each outstanding unvested
equity-based award with respect to which a valid deferral election under
the deferred compensation plan had been made (the "Deferred Stock
Awards"), automatically fully vested and all restrictions and
reacquisition rights thereon lapsed, and all shares of common stock
represented thereby were considered outstanding for all purposes under
the Merger Agreement and had the right to receive the Per Company Share
Merger Consideration, less any applicable withholding taxes; and
2
--------------------------------------------------------------------------------
• Deferred Stock Awards: At or immediately prior to, as applicable, the
Company Merger Effective Time, each Deferred Stock Award vested and was
no longer subject to restriction, and all Deferred Stock Awards were
adjusted and converted into the right of the holder to have allocated to
the holder's account under the deferred compensation plan an amount
denominated in cash equal to the product of (1) the number of shares of
common stock allocated to such account as of the Company Merger Effective
Time and (2) the Per Company Share Merger Consideration, and no longer
represent a right to receive a number of Company Shares. Payments under
the deferred compensation plan will be made in accordance with the timing
set forth in the plan and the applicable payment elections for
participants in the plan, subject to any right to terminate the plan and
accelerate distributions of participant account balances pursuant to the
terms of the deferred compensation plan and applicable law.
• Partnership Interests: At the effective time of the Partnership Merger
(the "Partnership Merger Effective Time"), each common unit of limited
partnership (the "Common Partnership Units") and Series A preferred unit
of the Partnership, or fraction thereof, that was issued and outstanding
as of immediately prior to the Partnership Merger Effective Time (other
than the Common Partnership Units held by the Company or any wholly owned
. . .
Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 3.03. Material Modification to Rights of Security Holders
The information provided in the Introductory Note, Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
At the Company Merger Effective Time, the holders of Company Shares outstanding immediately before the Company Merger ceased to have any rights as stockholders of the Company (other than their right to receive the Per Company Share Merger Consideration).
Item 5.01. Changes in Control of Registrant
The information provided in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
As a result of the completion of the Company Merger, a change in control of the
Company occurred, and Merger Sub I, as successor by merger to the Company,
remains a subsidiary of Parent, an affiliate of
3
--------------------------------------------------------------------------------
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
In connection with the completion of the Mergers and as contemplated by the
Merger Agreement, at the Company Merger Effective Time, each of
Item 8.01. Other Events
On
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Description
99.1 Press Release dated August 9, 2022 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
4
--------------------------------------------------------------------------------
© Edgar Online, source
