CCG Announces Amendment to the Purchase and Sale Agreement with Copper Beech
October 01 2013 - 5:05PM
Business Wire
Campus Crest Communities, Inc. (“CCG”) (NYSE:CCG), today
announced that it has entered into an amendment to the purchase and
sale agreement to acquire Copper Beech Townhome Communities, LLC
and affiliates (“Copper Beech”). Highlights of the amendment are as
follows:
- Provides Campus Crest the ability to
defer the first purchase option until August 2014
- Original planned investment of 48% of
37 properties is restructured to enable CCG to acquire 67% of 30
properties and eliminate any CCG ownership in seven lower leased
properties
- CCG has the option, but not the
obligation, to purchase interests in the seven properties in the
future
- 30 properties include 28 operating
student housing properties, a land parcel and the Copper Beech
corporate headquarters
- Repayment by Copper Beech to CCG of
$31.7 million loan originally made in March 2013
- $16.2 million reinvested into Copper
Beech; balance of $15.5 million increases CCG liquidity
- Accelerates day-to-day management of
Copper Beech operations to CCG in 2014 from 2015 if CCG exercises
the first option
- No change in transaction economics,
outside of $4 million for consideration for the amendment
- Debt balance on 30 properties as of
June 30, 2013 was approximately $403.5 million
A detailed summary of the amendment follows:
Investment Dollars ($mm) Timing
InvestmentDollars
DebtPaydown
TotalInvestment
Cumulative DirectEquity Interest
Cash Flow
Stage 1 30 Properties n/a $143.7 (1)
$106.7 $250.4 67% $13 preferred & 67% (2) 7 Properties n/a $0.0
$0.0 $0.0 0% 0% Total $143.7 $106.7 $250.4 n/a n/a
Purchase Option 1 30 Properties
March 18 - August
$93.5 $21.0 $114.5 85% 100% 7 Properties
18, 2014
$16.9 $0.0 $16.9 18% 33% Total $110.4 $21.0 $131.4
n/a n/a
Purchase Option 2 37 Properties Through March
2015 $100.7 (3) $19.0 $119.7 88.9% 100%
Purchase Option
3 37 Properties Through March 2016 $53.4 (4) $0.0 $53.4 100%
100%
Total $408.2 $146.7
$554.9 100% 100% (1) Includes
$16.2 million of loan repayment proceeds and $4 million as
consideration for entering into the amendment (2) Per original
agreement, CCG entitled to first $13 million of cash flow in year
1; per subject amendment, CCG is entitled to 67% of residual cash
flow after preferred (3) Includes $10.7 million originally part of
the loan that will be repaid by Copper Beech (4) Includes $4.8
million originally part of the loan that will be repaid by Copper
Beech
Completion of the amendment is subject to receipt of required
lender consents. CCG expects to obtain such consents during the
fourth quarter of 2013, although there can be no assurance as to
the timing.
"The amendment of the Copper Beech purchase and sale agreement
demonstrates the strength of our relationship with, and long-term
view of, Copper Beech,” said Ted W. Rollins, CCG’s Co-Founder,
Co-Chairman and Chief Executive Officer. “We were able to increase
our ownership in 28 properties that are 96.1% leased, while
deferring our investment in 7 properties that lagged the overall
portfolio. Dr. McWhirter has been a true partner and we continue to
work towards leveraging our knowledge and combined platform.”
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading developer, builder,
owner and manager of high-quality student housing properties
located close to college campuses in targeted markets. It has
ownership interests in 80 student housing properties and over
~43,000 beds across North America, of which 73 are operating and 7
are development or redevelopment properties. The Company is an
equity REIT that differentiates itself through its vertical
integration and consistent branding across the portfolio through
three unique brands targeting different segments of the college
student population. The Grove® brand offers more traditional
apartment floor plans and focuses on customer service, privacy,
on-site amenities and a proprietary residence life program. The
Copper Beech brand and townhome product offers more
residential-type living to students looking for a larger floor plan
with a front door and back porch. The evo brand provides urban
students with a luxury student housing option with all the
conveniences of city living. Additional information can be found on
the Company's website at http://www.campuscrest.com.
Forward-Looking Statements
This press release, together with other statements and
information publicly disseminated by the Company, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends
such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, you can identify
forward-looking statements by the use of forward-looking
terminology such as "may," "will," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts" or
"potential" or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters. You
should not rely on forward-looking statements since they involve
known and unknown risks, uncertainties, assumptions and
contingencies, many of which are beyond the Company's control, that
may cause actual results to differ significantly from those
expressed in any forward-looking statement. All forward-looking
statements reflect the Company's good faith beliefs, assumptions
and expectations, but they are not guarantees of future
performance. Furthermore, except as otherwise required by federal
securities laws, the Company disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes
in underlying assumptions or factors, new information, data or
methods, future events or other changes. For a further discussion
of these and other factors that could cause the Company's future
results to differ materially from any forward-looking statements,
see the risk factors discussed in the Company's most recent Annual
Report on Form 10-K, as updated in the Company’s Quarterly Reports
on Form 10-Q.
Campus Crest Communities, Inc.Thomas Nielsen,
704-496-2571Associate, Finance & Investor
Relationsthomas.nielsen@campuscrest.com
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