Blackstone Property Partners, a fund managed by Blackstone Real Estate Advisors and Blackstone Real Estate Income Trust, Inc. entered into a definitive agreement to acquire American Campus Communities, Inc. (NYSE:ACC) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), T. Rowe Price Associates, Inc. and others for $13.3 billion on April 18, 2022. As per the terms of the transaction, Blackstone shall acquire all outstanding shares of common stock of ACC for $65.47 per share in an all-cash transaction including the assumption of debt. As of May 10, 2022, Blackstone received, in connection with the transaction, a debt commitment letter from Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., Goldman Sachs Bank USA and Morgan Stanley Bank, N.A., providing for debt financing through two balance sheet loans in an aggregate amount of up to approximately $2.1 billion. Blackstone shall pay a termination fee of $832 million to ACC while ACC shall pay a termination fee of $278 million. Upon closing of the transaction, ACC common stock will no longer be listed on any public market.

The transaction has been unanimously approved by ACC's Board of Directors and the independent Special Committee of ACC's Board, subject to approval by ACC's shareholders, other customary closing conditions and ACC agreed to suspend payment of quarterly dividend, effective immediately. Institutional Shareholder Services Inc. has recommended American Campus Communities stockholders to vote “FOR” the acquisition at the company's upcoming Special Meeting of Stockholders scheduled for August 4, 2022. At the special meeting of shareholders of ACC held on August 4, 2022, ACC stockholders approved the transaction. The deal is expected to close in the third quarter of 2022. As of July 19, 2022, the proposed acquisition is expected to be completed on or about August 9, 2022.

BofA Securities is serving as ACC's lead financial advisor and fairness opinion provider with a service fee of $53.3 million and $3 million respectively. KeyBanc Capital Markets Inc. is also acting as a financial advisor. Toni Weinstein of Dentons US LLP is serving as ACC's legal counsel. Wells Fargo Securities LLC, J.P. Morgan Securities LLC, TSB Capital Advisors, Citigroup Global Markets Inc., Goldman Sachs, Morgan Stanley & Co. LLC and SMBC, a member of SMBC Group are serving as Blackstone's financial advisors, and Brian M. Stadler, Erik Quarfordt, Danielle Jackson, Nancy Mehlman, Andrew Blau, Jonathan Ozner and Matthew B. Rogers of Simpson Thacher & Bartlett LLP is acting as Blackstone's legal counsel. MacKenzie Partners, Inc. acted as information agent with a service fee of $30,000 to ACC. ACC has agreed to pay KBCM for its services in connection with the merger an aggregate fee that is currently estimated to be $6.4 million. BofA Securities, Inc. acted as due diligence provider to ACC.

Blackstone Property Partners, a fund managed by Blackstone Real Estate Advisors and Blackstone Real Estate Income Trust, Inc. completed the acquisition of American Campus Communities, Inc. (NYSE:ACC) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), T. Rowe Price Associates, Inc. and others on August 9, 2022. Upon completion, each of William C. Bayless Jr., Herman Bulls, G. Steven Dawson, Cydney C. Donnell, Mary C. Egan, Alison Hill, Craig Leupold, Oliver Luck, C. Patrick Oles Jr. and John T. Rippel resigned from the board of directors of American Campus Communities.