UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8–K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 19, 2014
CAMPUS CREST COMMUNITIES, INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other jurisdiction
of incorporation or organization)
|
001-34872
(Commission File Number) |
27-2481988
(IRS Employer
Identification No.) |
2100 Rexford Road, Suite 414
Charlotte, North Carolina
(Address of principal executive offices) |
|
28211
(Zip Code) |
Registrant’s telephone number, including area code: (704) 496-2500
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On August 19, 2014, Campus Crest Communities, Inc. (the “Company”)
issued a press release announcing its decision not to exercise the first purchase option to acquire additional interests in the
entities comprising the 37 property Copper Beech portfolio. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”)
for the purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
Number |
Description |
|
|
99.1 |
Press release, dated August 19, 2014, issued by Campus Crest Communities, Inc., relating to the Copper Beech portfolio first purchase option. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
CAMPUS CREST COMMUNITIES, INC. |
|
|
|
|
August 19, 2014 |
/s/ Donald L. Bobbitt, Jr. |
|
|
Donald L. Bobbitt, Jr. |
|
|
Executive Vice President, Chief Financial Officer and Secretary |
|
Exhibit Index
Exhibit
Number
| Description |
| |
99.1 | Press release, dated August 19, 2014, issued by Campus Crest Communities, Inc., relating to the Copper Beech portfolio first
purchase option. |
Exhibit 99.1
CCG Elects Not to Exercise Purchase Option
for Copper Beech
Charlotte, NC – August 19, 2014
– Campus Crest Communities, Inc. (NYSE: CCG), today announced that it has elected not to exercise the first purchase option
to acquire additional interests in the entities comprising the 37 property Copper Beech portfolio (“Copper Beech”)
and will revert to a 48% economic interest in the portfolio.
“Though both parties worked diligently
during negotiations, we were unable to produce a successful resolution prior to our option expiration,” said Ted W. Rollins,
the Company’s Chief Executive Officer. “Our goal throughout was to structure a comprehensive conclusion that would
be received well by our investors and reflective of current market dynamics. Dr. McWhirter remains our key partner and we will
continue to work closely together given our economic interest in Copper Beech."
“As per the terms of the amended
purchase and sale agreement, effective today we will hold a 48% economic interest in the 37 property portfolio. Separately, we
maintain our 67% economic interest in the Copper Beech asset located in Ames, Iowa,” added Donnie Bobbitt, the Company’s
Chief Financial Officer, “Our earnings guidance released on July 31, 2014, which already assumed a 48% economic interest
in Copper Beech, remains unchanged at this time.”
“Our decision whether to make
an investment in the 52% remaining interest of Copper Beech was made separate from our prior purchase of the initial
48%,” remarked Aaron Halfacre, EVP of Capital Markets, “We believe we identified economic terms that investors
would have found both thoughtful and disciplined. We recognize that a non-controlling interest is not a strategic long-term
investment and we have begun exploring strategic alternatives. In the interim, we continue to be focused on our existing
operations and a proactive plan for balance sheet management.”
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. The Company has ownership interests in 80 student housing properties and over 43,000 beds across North America, of which
70 are operating and 10 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. Additional information can be found on the Company's website at
http://www.campuscrest.com/.
![](image_002.jpg)
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. Forward-looking statements in this press release
include, among others, the performance of properties in occupancy and yield targets, outlook and guidance for full-year 2014 FFOA
and the related underlying assumptions, growth and development opportunities, leasing activities, financing strategies, and development
and construction projects. 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.
Investor Contact:
Aaron S. Halfacre, CFA
EVP, Capital Markets
980-208-1044
Source: Campus Crest Communities, Inc.
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