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): October 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

  

(b) Resignation of Officers

 

Resignation of Mr. Brian L. Sharpe as Executive Vice President and Chief Construction and Facilities Officer

 

On October 1, 2014, Brian L. Sharpe tendered his resignation as Executive Vice President and Chief Construction and Facilities Officer Campus Crest Communities, Inc. (the “Company”), effective immediately, in order pursue other opportunities due to a decrease in the Company’s development and construction activities. In connection with Mr. Sharpe’s resignation, the Company and Mr. Sharpe entered into a Separation Agreement, effective as of October 1, 2014 (the “Sharpe Separation Agreement”). In addition to providing for the termination of Mr. Sharpe’s employment as Executive Vice President and Chief Construction and Facilities Officer, the Sharpe Separation Agreement provides that Mr. Sharpe will receive the following compensation and benefits:

 

·a cash payment of $550,000 (equal to two times Mr. Sharpe’s current annual base salary), to be paid in equal monthly installments over a period of 24 months commencing no later than November 30, 2014;

 

·a cash payment of $639,636 (equal to two time the bonus paid to Mr. Sharpe in 2014), to be paid in equal monthly installments over a period of 24 months commencing no later than November 30, 2014;

 

·waiver of the requirement in Mr. Sharpe’s restricted stock award dated April 22, 2013 that he be employed by the Company on the date on which the performance condition specified in such award is satisfied in order to vest in such award; and

 

·vesting of all other unvested restricted stock awards held by Mr. Sharpe on October 1, 2014.

 

Under the Sharpe Separation Agreement, Mr. Sharpe released and discharged, and covenanted not to sue, the Company or any of its affiliates, subsidiaries, parent companies, predecessors, successors and assigns or any of their respective officers, directors, employees, shareholders and other agents and related parties from any and all claims of any nature which Mr. Sharpe now has or may later claim to have against the foregoing parties, whether known or unknown to him, resulting from anything that occurred prior to the date of the Sharpe Separation Agreement. Mr. Sharpe continues to be bound by the obligations, including post-termination obligations, under the Confidentiality and Noncompetition Agreement made and entered into as of August 5, 2013, which agreement has been filed previously as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

A copy of the Sharpe Separation Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The summary set forth above does not purport to be complete and is qualified in its entirety by reference to this document.

 

Resignation of Mr. Robert Dann as Chief Operating Officer

 

October 1, 2014, the Company notified Mr. Robert Dann, Chief Operating Officer, that his Employment Agreement with the Company dated March 29, 2011 and amended August 5, 2013 (the “Dann Employment Agreement”), would not be renewed.

 

On October 1, 2014, Robert Dann tendered his resignation as Chief Operating Officer of the Company, effective immediately. In connection with Mr. Dann’s resignation, the Company and Mr. Dann entered into a Separation Agreement, effective as of October 1, 2014 (the “Dann Separation Agreement”). In addition to providing for the termination of Mr. Dann’s employment as Chief Operating Officer, the Dann Separation Agreement provides that Mr. Dann will receive the following compensation and benefits:

 

 
 

 

·a cash severance payment of $360,000 (equal to Mr. Dann’s current annual base salary), to be paid in accordance with the Company’s schedule for payments to executive officers of the Company;

 

·a lump sum cash payment of $20,404.40 (equal to the amount of the Company paid portion of Mr. Dann’s annual medical, dental and vision coverage for 12 months); and

 

·vesting of all unvested restricted stock awards, other than Mr. Dann’s restricted stock award dated April 22, 2013, held by Mr. Dann on October 1, 2014.

 

Under the Dann Separation Agreement, Mr. Dann released and discharged, and covenanted not to sue, the Company or any of its affiliates, subsidiaries, parent companies, predecessors, successors and assigns or any of their respective officers, directors, employees, shareholders and other agents and related parties from any and all claims of any nature which Mr. Dann now has or may later claim to have against the foregoing parties, whether known or unknown to him, resulting from anything that occurred prior to the date of the Dann Separation Agreement. Mr. Dann continues to be bound by the obligations, including post-termination obligations, under the Confidentiality and Noncompetition Agreement made and entered into as of March 29, 2011, which agreement has been filed previously as Exhibit 10.5 to the Company’s Annual Report on Form 10-Q for the year ended March 31, 2011.

 

A copy of the Dann Separation Agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The summary set forth above does not purport to be complete and is qualified in its entirety by reference to this document.

 

(c) Appointment of Officer

 

Effective October 1, 2014, the Board of Directors of the Company (the “Board”) appointed Scott Rochon to serve as the Company’s Chief Accounting Officer, effective immediately. Mr. Rochon, 39, has served as the Company’s Senior Vice President and Corporate Controller since December 2012. Prior to joining the Company, from 2002 through, 2012, Mr. Rochon served in various finance roles within Kerzner International Hotels Limited, an international developer and operator of destination resorts, casinos and luxury hotels. During this time, Mr. Rochon led corporate accounting activities, provided direction to property level finance departments, and served in other financial oversight roles. Mr. Rochon received his Bachelor of Science degree from Virginia Polytechnic Institute and State University and is a certified public accountant.

 

Mr. Rochon currently holds no other positions with the Company.  There is no arrangement or understanding pursuant to which Mr. Rochon was appointed as the Chief Accounting Officer of the Company.  Mr. Rochon has no family relationships with any other executive officers or directors of the Company or persons nominated or chosen by the Company to become directors or executive officers.  There is no material plan, contract or arrangement (whether or not written) to which Mr. Rochon is a party or in which he participates that is entered into or material amendment in connection with the Company’s appointment of Mr. Rochon, or any grant or award to Mr. Rochon or modification thereto, under any such plan, contract or arrangement in connection with the Company’s appointment of Mr. Rochon.  Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

  

On October 7, 2014, the Company issued a press release relating to the management changes described in Item 5.02 above. 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 Exchange 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 (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

 

 
 

 

On October 7, 2014, the Company issued a press release announcing the Company’s final leasing results for the 2014/2015 academic year. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and shall not be deemed “filed” with the SEC for the purposes of Section 18 of 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, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

  

(d) Exhibits.

  

Exhibit
Number
 

Description

     
10.1   Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Brian L. Sharpe.  
     
10.2   Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Robert Dann.  
     
99.1   Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to certain changes to the management of the Company.  
     
99.2   Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to the Company’s final leasing results for the 2014/2015 academic year.

 

 
 

  

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.
   
   
Date:  October 7, 2014   /s/ Donald L. Bobbitt, Jr.
  Donald L. Bobbitt, Jr.
  Executive Vice President, Chief Financial Officer and Secretary

 
 

 

Exhibit Index

 

Exhibit
Number
 

Description

     
10.1   Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Brian L. Sharpe.  
     
10.2   Separation Agreement, effective October 1, 2014, between Campus Crest Communities, Inc. and Robert Dann.  
     
99.1   Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to certain changes to the management of the Company.  
     
99.2   Press release, dated October 7, 2014, issued by Campus Crest Communities, Inc., relating to the Company’s final leasing results for the 2014/2015 academic year.

 

 

 



 

Exhibit 10.1

 

BRIAN SHARPE

SEPARATION AGREEMENT

 

This Agreement (the “Agreement”) will confirm the arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the “Company” or “we” or “us”) as a result of the termination of your employment effective October 1, 2014. It constitutes our entire understanding regarding the terms of your separation.

 

1.Separation of Employment. Your last day of employment with the Company will be October 1, 2014 (your “Separation Date”). As of your Separation Date, you will be relieved of all further duties and responsibilities and are no longer authorized to transact business or incur any expenses, obligations, or liabilities on behalf of the Company. However, for two years following your Separation Date, you agree to be available to respond to future inquiries or reasonable requests for assistance from us related to matters arising during your employment with the Company.

 

2.Post-Separation Benefits. In exchange for your executing this Agreement and abiding by its terms, the Company will provide you with the following benefits:

 

·The sum of $550,000 (two times your current annual base salary of $275,000.00) to be paid in equal installments on the Company’s regular paydays for the payment of base salary to executives, less payroll deductions, for a period of 24 months commencing no later than 60 days following your Separation Date, with the exact commencement of payments to be determined in the sole discretion of the Company; except that the first payment shall include any payments that would already have been paid had payments commenced on October 2, 2014;

 

·The sum of $639,636.00 (two times the bonus provided to you in 2014 for your work in 2013), to be paid in equal installments on the Company’s regular paydays for the payment of base salary to executives, less payroll deductions, for a period of 24 months commencing no later than 60 days following your Separation Date, with the exact commencement of payments to be determined in the sole discretion of the Company; except that the first payment shall include any payments that would already have been paid had payments commenced on October 2, 2014; and

 

·An amendment to your restricted stock award dated April 22, 2013 (the “Performance Award”) that will waive the requirement that you must be employed with the Company on the date on which the performance condition specified in Section 2(b) of the Performance Award is satisfied in order to vest in such award and an amendment to your outstanding restricted stock awards other than the Performance Award that provides that the vesting of such awards will be accelerated to become fully vested on the Separation Date.

 

The Company shall have the right to offset against any sums payable to you under this Agreement that are exempt from section 409A of the Internal Revenue Code of 1986, as amended, any amounts you owe the Company as a result of expense account indebtedness, failure to return Company property, or other advances or debts due.

 

 
 

 

You acknowledge that the payments and benefit described above and all other benefits and consideration contained herein are given to you in exchange for your executing this Agreement and abiding by its terms. You further acknowledge that the payment described above is not required by your Employment Agreement or the Company’s policies and procedures and constitutes value to which you are not already entitled.

 

Regardless of whether you sign this Agreement, you will receive your regular base salary through your Separation Date and payment for unused vacation accrued through your Separation Date in accordance with normal Company policies for payment upon termination of employment.

 

You will not be eligible to accrue vacation, participate in any retirement or savings plan, or receive any other employment benefits after your Separation Date. No further amounts shall be due or owed to you from the Company for or in any way relating to or connected with your employment with us, except as set forth above.

 

3.Release of Claims. Except for any claims you may have for workers’ compensation benefits, unemployment compensation benefits, vested pension or retirement benefits, or nonforfeitable health care, disability, or other similar welfare benefits (which are not released by this Agreement) and in further consideration of the benefits we have agreed to provide you, you do hereby release and forever discharge the Company and its affiliates, subsidiaries, parent companies, predecessors, successors, and assigns, and all of their present and former officers, directors, benefit plans and programs, agents, representatives, shareholders, attorneys, trustees, and employees (hereinafter collectively referred to as the “Releasees”) from any and all claims, actions, causes of action, suits, entitlements, liabilities, agreements, damages, losses, or expenses (including attorney’s fees and costs actually incurred) of any nature whatsoever, whether known or unknown (hereinafter “Claim” or “Claims”), that you have, may have had, or may later claim to have had against any of them for personal injuries, losses or damage to personal property, breach of contract (express or implied), breach of any covenant of good faith (express or implied), or any other losses or expenses of any kind (whether arising in tort or contract or by statute) resulting from anything that has occurred prior to the date you execute this Agreement. This release includes, but is not limited to, any Claims for back pay, liquidated damages, compensatory damages, or any other losses or other damages to you or your property resulting from any claimed violation of local, state, or federal law, including, for example (but not limited to), claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (prohibiting discrimination on account of race, color, religion, sex, or national origin); 42 U.S.C. § 1981; the Age Discrimination in Employment Act (the “ADEA”), 29 U.S.C. § 621 et seq. (prohibiting discrimination on account of age); the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (prohibiting discrimination on account of disabilities); the Uniformed Services Employment and Reemployment Rights Act of 1994, 38 U.S.C. § 4301 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; Title II of the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.; the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. § 143-422.1 et seq.; the North Carolina Persons With Disabilities Protection Act, N.C. Gen. Stat. § 168A-1 et seq.; the Occupational Safety and Health Act of North Carolina, N.C. Gen. Stat. § 95-151; the North Carolina Wage and Hour Act, N.C. Gen. Stat. § 95-25.1 et seq.; any other Claims under federal, state, or local statutory or common law; or any claim under any Employment Agreement between you and the Company. The foregoing release of Claims expressly includes a waiver of any right to recovery for the Claims released herein in any and all private causes of action and/or charges and/or in any and all complaints filed with, or by, any governmental agency and/or other person or tribunal. This Agreement does not, however, waive rights or claims that may arise after the date you sign it below.

 

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You expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all Claims which you do not know or suspect to exist in your favor at the time you sign this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or Claims. Thus, in order to effectuate a full and complete release and discharge of the Released Parties, you expressly waive and relinquish all rights and benefits which you may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to Claims known or suspected prior to the date you sign this Agreement, and do so understanding and acknowledging the significance and consequences of such specific waiver.

 

4.Affirmations. You affirm that you have not filed, caused to be filed, or are not presently a party to any claim, complaint, or action against the Company in any forum or form. You furthermore affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act. You further affirm that you are not aware of any wrongful, tortious, or criminal action committed by the Company or its agents.

 

5.Covenant Not to Sue. You agree that, except to the extent such right may not be waived by law, you will not commence any legal action or lawsuit or otherwise assert any legal claim seeking relief for any Claim released or waived under the Release of Claims provision above. This “covenant not to sue” does not, however, prevent or prohibit you from seeking a judicial determination of the validity of your Release of Claims under the Age Discrimination in Employment Act (“ADEA”). In addition, this “covenant not to sue” does not prevent or prohibit you from filing any administrative complaint or charge against the Releasees (or any of them) with any federal, state, or local agency, including, for instance, the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor, but you understand that by signing this Agreement, you will have no right to recover monetary damages or obtain individual relief of any kind in such proceeding with respect to Claims released or waived by this Agreement.

 

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6.Non-Admission. This Agreement shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to you or any other person, or that you have any rights whatsoever against the Company.

 

7.Return of Property. You represent that you have returned or agree that you will return to the Company on or before the Effective Date of this Agreement any and all Company property in your possession or control, including, but not limited to the Company car currently in your possession, a 2013 Tesla S, VIN No. 5YJSA1DN1DFP13255, all keys, credit cards, computers, cellular telephones, and other personal items or equipment provided to you by the Company for use during your employment, together with all written or recorded materials, documents, computer discs, plans, records, notes, files, drawings, or papers, and any copies thereof, relating to the affairs of the Company, including all notes or records relating to clients of the Company. Any severance benefits payable under this Agreement will not be paid until after you have returned all Company property in your possession.

 

8.Confidentiality. You agree that you will keep the terms, amount, and fact of this Agreement completely confidential, and that, except as required by law, as necessary for the enforcement of this Agreement, or as authorized in writing by the Company, you will not hereafter disclose any information concerning this Agreement to anyone other than your immediate family and professional representatives who will be informed by you of, and must agree to be bound by, this confidentiality clause before you disclose any information about this Agreement to them.

 

9.The parties agree that the Confidentiality and Noncompetition Agreement that you entered into effective August 5, 2013 remains in effect and is incorporated herein by reference with the following modifications:

 

·Section 1(d) is deleted.

 

·The following language is added to Section 1:

 

(d) “Competitive Business” shall mean the development, construction, acquisition, sale, marketing or management of facilities whose primary function and purpose is student housing and/or the provision of third party student housing services to providers of student housing.

 

and

 

(j) “Services” shall mean (a) providing managerial, operational or executive-level oversight, (b) providing strategic guidance, (c) providing any additional services of the type that Executive performed for Company. You acknowledge and agree that these are the services that you performed for the Company.

 

4
 

 

·Section 4 is amended to read as follows:

 

You covenant and agree that during the Restricted Period, in any State of the United States of America in which the Company conducts business, has purchased or is under contract to purchase real estate to conduct business, or has identified specific sites as potential future development opportunities, you shall not, directly or indirectly whether individually or as a principal, partner, officer, director, consultant contractor, employee, stockholder or manager of any person, partnership, corporation limited liability company or any other entity provide Services for a Competitive Business.

 

·The following language is added as the last sentence of Section 5:

 

This provision (ii) applies to those persons, concerns, or entities that were actual or potential customers or suppliers of the Company during the time period of Executive’s employment with the Company and with which Executive or those he supervised had contact on behalf of the Company.

 

Except as otherwise provided in this Agreement, the Employment Agreement that you and the Company entered into effective August 5, 2013, is hereby superseded and shall be null and void, effective immediately.

 

10.Non-Disparagement. You agree not to make any oral or written statement or take any other action that disparages or criticizes the Company or its management or practices, that damages the Company’s good reputation, or that impairs its normal operations. You understand that this nondisparagement provision does not apply on occasions when you are subpoenaed or ordered by a court or other governmental authority to testify or give evidence and must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims not released by this Agreement. You also understand that the foregoing nondisparagement provision does not apply on occasions when you provide truthful information in good faith to any federal, state, or local governmental body, agency, or official investigating an alleged violation of any antidiscrimination or other employment-related law or otherwise gathering information or evidence pursuant to any official investigation, hearing, trial, or proceeding. Nothing in this nondisparagement provision is intended in any way to intimidate, coerce, deter, persuade, or compensate you with respect to providing, withholding, or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision of state or federal law.

 

11.Expenses. You agree that you have been reimbursed by the Company for all reasonable and necessary out-of-pocket travel and other business expenses incurred by you in accordance with the Company’s policies.

 

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12.Consequences of Breach. You agree that you will indemnify and hold the Releasees harmless from any loss, cost, damage, or expense (including attorneys’ fees) incurred by them arising out of your breach of any portion of this Agreement. You also understand that your entitlement to and retention of the benefits we have agreed to provide you herein are expressly conditioned upon your fulfillment of your promises herein, and you agree, to the extent permitted or required by law, immediately to return or repay the amounts you have received from us pursuant to this Agreement in excess of $100.00 upon your breach of any provision of this Agreement. For the purposes of this paragraph, a subsequent legal challenge to the validity of your release of claims under the ADEA in this Agreement will not be considered a breach of this Agreement. However, the severance benefits paid to you under this Agreement may serve as restitution, recoupment, and/or setoff in the event you prevail on the merits of such claim.

 

13.Choice of Law and Entire Agreement. This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflict of laws principles. This Agreement represents the entire understanding between you and the Company and supersedes any prior agreement or plan regarding its contents. Any alteration or modification of this Agreement shall not be valid unless in writing and signed by all parties.

 

14.Arbitration. Any and all disputes relating to your employment with the Company, the termination of that employment, and the parties’ compliance with or alleged breach of this Agreement are subject to arbitration by both you and the Company in accordance with the arbitration provisions set forth in Paragraphs 12 and 17 of the Employment Agreement between you and the Company entered into August 5, 2013, which paragraphs are hereby incorporated by reference.

 

15.Severability. The provisions of this Agreement are severable, and if any term of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

 

16.Consideration Period. Because the arrangements discussed in this Agreement affect important rights and obligations, we advise you to consult with an attorney before you agree to the terms set forth herein. You have twenty-one (21) days from the date you receive this Agreement within which to consider it, and you may take as much of that time as you wish before signing. If you decide to accept the benefits offered herein, you must sign this Agreement on or before the expiration of the twenty-one (21)-day period and return it promptly to Brandon Parise at the Company at brandon.parise@campuscrest.com, whose address is Campus Crest Real Estate Management, 2100 Rexford Road, #414, Charlotte, NC 28211. If you do not wish to accept the terms of this Agreement, you do not have to do anything.

 

17.Revocation Rights. For a period of up to and including seven (7) days after the date you sign this Agreement, you may revoke it entirely. No rights or obligations contained in this Agreement shall become enforceable before the end of the seven-day revocation period. If you decide to revoke the Agreement, you must deliver to Mr. Parise at the contact address described in Paragraph 16 above a signed notice of revocation on or before the last day of this seven-day period. Upon delivery of a notice of revocation to the Company, this Agreement shall be canceled and void, and neither you nor the Company shall have any rights or obligations arising under it.

 

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18.Effective Date. This Agreement shall become effective (the “Effective Date”) eight (8) days after the date you execute it below and have returned all Company property in your possession, unless it is earlier revoked by you pursuant to the provisions set forth in the “Revocation Rights” section of this Agreement.

 

19.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns, and upon you and any of your heirs, personal representatives and assigns, except that my duties hereunder may not be delegated.

 

20.Interpretation. The language used in this Amended Agreement shall not be construed in favor of or against either of the Parties, but shall be construed as if both of the Parties prepared this Amended Agreement. The language used in this Amended Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any such Party.

 

21.Section 409A. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder (“Section 409A”). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation from service” within the meaning of Section 409A (a “Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, any payment subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of your death.

 

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22.Acknowledgments. If the terms of this Agreement correctly set forth our agreement, please so indicate by signing in the appropriate space below. Your signature will be an acknowledgment that no other promise or agreement of any kind has been made to you by the Company to cause you to execute this Agreement, that you had twenty-one (21) days to review this Agreement and to consult with an attorney or other person of your choosing about its terms before signing it, that the only consideration for your signature is as indicated above, that you fully understand and accept this Agreement, that you are not coerced into signing it, and that you signed it knowingly and voluntarily because it is satisfactory to you.

 

CAMPUS CREST COMMUNITIES, INC.  
     
By: /s/ Ted Rollins  
  Ted Rollins  
  Chief Executive Officer  

 

I have carefully read the above Confidential Separation Agreement and General Release, understand the meaning and intent thereof, and voluntarily agree to its terms this 1st day of October, 2014.

 

/s/ Brian L. Sharpe  
Brian L. Sharpe  

  

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Exhibit 10.2

 

ROBERT DANN

SEPARATION AGREEMENT

 

This Agreement (the “Agreement”) will confirm the arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the “Company” or “we” or “us”) as a result of the Company’s decision not to renew your employment agreement when it expires on December 31, 2014. It constitutes our entire understanding regarding the terms of your separation.

 

1.Separation of Employment. You will be deemed to have voluntarily resigned your employment with the Company without good reason, and your last day of employment with the Company will be October 1, 2014 (your “Separation Date”). As of your Separation Date, you will be relieved of all further duties and responsibilities and are no longer authorized to transact business or incur any expenses, obligations, or liabilities on behalf of the Company. However, for the remainder of 2014 and throughout 2015, you agree to be available to respond to future inquiries or reasonable requests for assistance from us related to matters arising during your employment with the Company.

 

2.Post-Separation Benefits. In exchange for your executing this Agreement and abiding by its terms, the Company will provide you with: (1) base salary at your current annual base salary of $360,000.00 as salary continuation, to be paid on the Company’s regular paydays for the payment of base salary to executives, less payroll deductions, from October 2, 2014 through October 2, 2015; (2) a lump sum intended to equal the amount of the Company-paid portion of your annual medical, dental, and vision base coverage for 12 months, grossed up to account for tax deductions, in the amount of $20,404.40, less payroll deductions payable in November 2014; and (3) an amendment to your outstanding restricted stock awards other than your restricted stock award dated April 22, 2013 that provides that the vesting of such awards will be accelerated to become fully vested on the Separation Date.

 

The Company shall have the right to offset against any sums payable to you under this Agreement that are exempt from section 409A of the Internal Revenue Code of 1986, as amended, any amounts you owe the Company as a result of expense account indebtedness, failure to return Company property, or other advances or debts due.

 

You acknowledge that the payments and benefit described above and all other benefits and consideration contained herein are given to you in exchange for your executing this Agreement and abiding by its terms. You further acknowledge that the payment described above is not required by your Employment Agreement or the Company’s policies and procedures and constitutes value to which you are not already entitled.

 

Regardless of whether you sign this Agreement, you will receive your regular base salary through your Separation Date and payment for unused vacation accrued through your Separation Date in accordance with normal Company policies for payment upon termination of employment.

 

 
 

 

You will not be eligible to accrue vacation, participate in any retirement or savings plan, or receive any other employment benefits after your Separation Date. No further amounts shall be due or owed to you from the Company for or in any way relating to or connected with your employment with us, except as set forth above.

 

3.Release of Claims. Except for any claims you may have for workers’ compensation benefits, unemployment compensation benefits, vested pension or retirement benefits, or nonforfeitable health care, disability, or other similar welfare benefits (which are not released by this Agreement) and in further consideration of the benefits we have agreed to provide you, you do hereby release and forever discharge the Company and its affiliates, subsidiaries, parent companies, predecessors, successors, and assigns, and all of their present and former officers, directors, benefit plans and programs, agents, representatives, shareholders, attorneys, trustees, and employees (hereinafter collectively referred to as the “Releasees”) from any and all claims, actions, causes of action, suits, entitlements, liabilities, agreements, damages, losses, or expenses (including attorney’s fees and costs actually incurred) of any nature whatsoever, whether known or unknown (hereinafter “Claim” or “Claims”), that you have, may have had, or may later claim to have had against any of them for personal injuries, losses or damage to personal property, breach of contract (express or implied), breach of any covenant of good faith (express or implied), or any other losses or expenses of any kind (whether arising in tort or contract or by statute) resulting from anything that has occurred prior to the date you execute this Agreement. This release includes, but is not limited to, any Claims for back pay, liquidated damages, compensatory damages, or any other losses or other damages to you or your property resulting from any claimed violation of local, state, or federal law, including, for example (but not limited to), claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq. (prohibiting discrimination on account of race, color, religion, sex, or national origin); 42 U.S.C. § 1981; the Age Discrimination in Employment Act (the “ADEA”), 29 U.S.C. § 621 et seq. (prohibiting discrimination on account of age); the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (prohibiting discrimination on account of disabilities); the Uniformed Services Employment and Reemployment Rights Act of 1994, 38 U.S.C. § 4301 et seq.; the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq.; Title II of the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq.; the North Carolina Equal Employment Practices Act, N.C. Gen. Stat. § 143-422.1 et seq.; the North Carolina Persons With Disabilities Protection Act, N.C. Gen. Stat. § 168A-1 et seq.; the Occupational Safety and Health Act of North Carolina, N.C. Gen. Stat. § 95-151; the North Carolina Wage and Hour Act, N.C. Gen. Stat. § 95-25.1 et seq.; any other Claims under federal, state, or local statutory or common law; or any claim under any Employment Agreement between you and the Company. The foregoing release of Claims expressly includes a waiver of any right to recovery for the Claims released herein in any and all private causes of action and/or charges and/or in any and all complaints filed with, or by, any governmental agency and/or other person or tribunal. This Agreement does not, however, waive rights or claims that may arise after the date you sign it below.

 

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You expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all Claims which you do not know or suspect to exist in your favor at the time you sign this Agreement, and that this Agreement contemplates the extinguishment of any such Claim or Claims. Thus, in order to effectuate a full and complete release and discharge of the Released Parties, you expressly waive and relinquish all rights and benefits which you may have under any state or federal statute or common law principle that would otherwise limit the effect of this Agreement to Claims known or suspected prior to the date you sign this Agreement, and do so understanding and acknowledging the significance and consequences of such specific waiver.

 

4.Affirmations. You affirm that you have not filed, caused to be filed, or are not presently a party to any claim, complaint, or action against the Company in any forum or form. You furthermore affirm that you have no known workplace injuries or occupational diseases and have been provided and/or have not been denied any leave requested under the Family and Medical Leave Act. You further affirm that you are not aware of any wrongful, tortious, or criminal action committed by the Company or its agents.

 

5.Covenant Not to Sue. You agree that, except to the extent such right may not be waived by law, you will not commence any legal action or lawsuit or otherwise assert any legal claim seeking relief for any Claim released or waived under the Release of Claims provision above. This “covenant not to sue” does not, however, prevent or prohibit you from seeking a judicial determination of the validity of your Release of Claims under the Age Discrimination in Employment Act (“ADEA”). In addition, this “covenant not to sue” does not prevent or prohibit you from filing any administrative complaint or charge against the Releasees (or any of them) with any federal, state, or local agency, including, for instance, the U.S. Equal Employment Opportunity Commission or the U.S. Department of Labor, but you understand that by signing this Agreement, you will have no right to recover monetary damages or obtain individual relief of any kind in such proceeding with respect to Claims released or waived by this Agreement.

 

6.Non-Admission. This Agreement shall not in any way be construed as an admission by the Company that it has acted wrongfully with respect to you or any other person, or that you have any rights whatsoever against the Company.

 

7.Return of Property. You represent that you have returned or agree that you will return to the Company on or before the Effective Date of this Agreement any and all Company property in your possession or control, including, but not limited to, the Company car currently in your possession, a 2014 Maserati Ghibli, VIN No. ZAH57X5A6E1108510, all keys, credit cards, computers, cellular telephones, and other personal items or equipment provided to you by the Company for use during your employment, together with all written or recorded materials, documents, computer discs, plans, records, notes, files, drawings, or papers, and any copies thereof, relating to the affairs of the Company, including all notes or records relating to clients of the Company. Any severance benefits payable under this Agreement will not be paid until after you have returned all Company property in your possession.

 

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8.Confidentiality. You agree that you will keep the terms, amount, and fact of this Agreement completely confidential, and that, except as required by law, as necessary for the enforcement of this Agreement, or as authorized in writing by the Company, you will not hereafter disclose any information concerning this Agreement to anyone other than your immediate family and professional representatives who will be informed by you of, and must agree to be bound by, this confidentiality clause before you disclose any information about this Agreement to them.

 

9.The parties agree that the Confidentiality and Noncompetition Agreement that you entered into effective on or about March 29, 2011 remains in effect and is incorporated herein by reference with the following modifications:

 

·Section 1(d) is deleted.

 

·The following language is added to Section 1:

 

(d) “Competitive Business” shall mean the development, construction, acquisition, sale, marketing or management of facilities whose primary function and purpose is student housing and/or the provision of third party student housing services to providers of student housing.

 

and

 

(j) “Services” shall mean (a) providing managerial, operational or executive-level oversight, (b) providing strategic guidance, (c) providing any additional services of the type that Executive performed for Company. You acknowledge and agree that these are the services that you performed for the Company.

 

·Section 4 is amended to read as follows:

 

You covenant and agree that during the Restricted Period, in any State of the United States of America in which the Company conducts business, has purchased or is under contract to purchase real estate to conduct business, or has identified specific sites as potential future development opportunities, you shall not, directly or indirectly whether individually or as a principal, partner, officer, director, consultant contractor, employee, stockholder or manager of any person, partnership, corporation limited liability company or any other entity provide Services for a Competitive Business.

 

4
 

 

·The following language is added as the last sentence of Section 5:

 

This provision (ii) applies to those persons, concerns, or entities that were actual or potential customers or suppliers of the Company during the time period of Executive’s employment with the Company and with which Executive or those he supervised had contact on behalf of the Company.

 

Except as otherwise provided in this Agreement, the Employment Agreement that you and the Company entered into effective on or about March 29, 2011, which was amended effective January 1, 2013 is hereby superseded and shall be null and void, effective immediately.

 

10.Non-Disparagement. You agree not to make any oral or written statement or take any other action that disparages or criticizes the Company or its management or practices, that damages the Company’s good reputation, or that impairs its normal operations. You understand that this nondisparagement provision does not apply on occasions when you are subpoenaed or ordered by a court or other governmental authority to testify or give evidence and must, of course, respond truthfully, to conduct otherwise protected by the Sarbanes-Oxley Act, or to conduct or testimony in the context of enforcing the terms of this Agreement or other rights, powers, privileges, or claims not released by this Agreement. You also understand that the foregoing nondisparagement provision does not apply on occasions when you provide truthful information in good faith to any federal, state, or local governmental body, agency, or official investigating an alleged violation of any antidiscrimination or other employment-related law or otherwise gathering information or evidence pursuant to any official investigation, hearing, trial, or proceeding. Nothing in this nondisparagement provision is intended in any way to intimidate, coerce, deter, persuade, or compensate you with respect to providing, withholding, or restricting any communication whatsoever to the extent prohibited under 18 U.S.C. §§ 201, 1503, or 1512 or under any similar or related provision of state or federal law.

 

11.Expenses. You agree that you have been reimbursed by the Company for all reasonable and necessary out-of-pocket travel and other business expenses incurred by you in accordance with the Company’s policies.

 

12.Consequences of Breach. You agree that you will indemnify and hold the Releasees harmless from any loss, cost, damage, or expense (including attorneys’ fees) incurred by them arising out of your breach of any portion of this Agreement. You also understand that your entitlement to and retention of the benefits we have agreed to provide you herein are expressly conditioned upon your fulfillment of your promises herein, and you agree, to the extent permitted or required by law, immediately to return or repay the amounts you have received from us pursuant to this Agreement in excess of $100.00 upon your breach of any provision of this Agreement. For the purposes of this paragraph, a subsequent legal challenge to the validity of your release of claims under the ADEA in this Agreement will not be considered a breach of this Agreement. However, the severance benefits paid to you under this Agreement may serve as restitution, recoupment, and/or setoff in the event you prevail on the merits of such claim.

 

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13.Choice of Law and Entire Agreement. This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflict of laws principles. This Agreement represents the entire understanding between you and the Company and supersedes any prior agreement or plan regarding its contents. Any alteration or modification of this Agreement shall not be valid unless in writing and signed by all parties.

 

14.Arbitration. Any and all disputes relating to your employment with the Company, the termination of that employment, and the parties’ compliance with or alleged breach of this Agreement are subject to arbitration by both you and the Company in accordance with the arbitration provisions set forth in Paragraphs 12 and 17 of the Employment Agreement between you and the Company entered into on March 21, 2011, which paragraphs are hereby incorporated by reference.

 

15.Severability. The provisions of this Agreement are severable, and if any term of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

 

16.Consideration Period. Because the arrangements discussed in this Agreement affect important rights and obligations, we advise you to consult with an attorney before you agree to the terms set forth herein. You have twenty-one (21) days from the date you receive this Agreement within which to consider it, and you may take as much of that time as you wish before signing. If you decide to accept the benefits offered herein, you must sign this Agreement on or before the expiration of the twenty-one (21)-day period and return it promptly to Brandon Parise at the Company at brandon.parise@campuscrest.com, whose address is Campus Crest Real Estate Management, 2100 Rexford Road, #414, Charlotte, NC 28211. If you do not wish to accept the terms of this Agreement, you do not have to do anything.

 

17.Revocation Rights. For a period of up to and including seven (7) days after the date you sign this Agreement, you may revoke it entirely. No rights or obligations contained in this Agreement shall become enforceable before the end of the seven-day revocation period. If you decide to revoke the Agreement, you must deliver to Mr. Parise at the contact address described in Paragraph 16 above a signed notice of revocation on or before the last day of this seven-day period. Upon delivery of a notice of revocation to the Company, this Agreement shall be canceled and void, and neither you nor the Company shall have any rights or obligations arising under it.

 

18.Effective Date. This Agreement shall become effective (the “Effective Date”) eight (8) days after the date you execute it below and have returned all Company property in your possession, unless it is earlier revoked by you pursuant to the provisions set forth in the “Revocation Rights” section of this Agreement.

 

19.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Company and its respective successors and assigns, and upon you and any of your heirs, personal representatives and assigns, except that my duties hereunder may not be delegated.

 

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20.Interpretation. The language used in this Amended Agreement shall not be construed in favor of or against either of the Parties, but shall be construed as if both of the Parties prepared this Amended Agreement. The language used in this Amended Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any such Party.

 

21.Section 409A. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder (“Section 409A”). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Your right to a series of installment payments under clause (1) of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-½ months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the “Two-Times Exception”), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement to “termination of employment” or “terminates employment” (and similar references) shall have the same meaning as “separation from service” within the meaning of Section 409A (a “Separation from Service”), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, if you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, any payment subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of your death.

 

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22.Acknowledgments. If the terms of this Agreement correctly set forth our agreement, please so indicate by signing in the appropriate space below. Your signature will be an acknowledgment that no other promise or agreement of any kind has been made to you by the Company to cause you to execute this Agreement, that you had twenty-one (21) days to review this Agreement and to consult with an attorney or other person of your choosing about its terms before signing it, that the only consideration for your signature is as indicated above, that you fully understand and accept this Agreement, that you are not coerced into signing it, and that you signed it knowingly and voluntarily because it is satisfactory to you.

 

CAMPUS CREST COMMUNITIES, INC.  
     
By: /s/ Ted Rollins  
  Ted Rollins  
  Chief Executive Officer  

 

I have carefully read the above Confidential Separation Agreement and General Release, understand the meaning and intent thereof, and voluntarily agree to its terms this 1st day of October, 2014.

 

/s/ Robert Dann  
Robert Dann  

 

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Campus Crest Announces Management Team Changes

 

Charlotte, NC October 7, 2014 – Campus Crest Communities, Inc. (NYSE:CCG) today announced several shifts in management as part of the company’s ongoing efforts to bring about positive change. The changes include:

 

Chief Construction and Facilities Officer – Brian Sharpe has elected to resign as a result of the company’s decision to reduce development activity. This position will not be filled.

 

Chief Operating Officer – Rob Dann has chosen to resign in order to pursue other business opportunities. Angel Herrera, the Chief Operating Officer of Campus Crest Real Estate Management, will be transitioning into the COO role.

 

Chief Investment Officer – Aaron Halfacre, CFA®, will be assuming the CIO role and will continue to oversee Capital Markets.

 

Chief Accounting Officer – Scott Rochon, CPA and Campus Crest Corporate Controller, has been promoted into the newly created role to oversee our accounting operations.

 

"Today’s announcement marks the next important step for Campus Crest. As we pledged on our last earnings calls, we have embraced positive change and are committed to taking actions to improve our results," declared Ted W. Rollins, Chief Executive Officer. "After much consideration, working in close coordination with our Board of Directors, I am pleased to announce the expansion of our senior management team."

 

“Our initiatives for change encompass a heightened focus on operations, a disciplined approach to capital allocation, and bringing about thoughtful balance sheet improvements. I have assembled this team to execute upon these initiatives and to address critical business needs,” furthered Mr. Rollins. “Angel Herrera has already been instrumental in improving our operations in his current capacity as COO of Campus Crest Real Estate Management and we look forward to bringing his three decades worth of executive operating experience to bear on our entire operating platform as he transitions into his new role. Angel will be focused on retooling our existing processes in an effort to increase economic occupancy, expand NOI margins and improve the customer experience.”

 

“In an effort to provide analytical rigor and increased discipline to our investment process, Aaron Halfacre will be taking on the role of CIO and will chair our Investment Committee to ensure that there are “checks and balances” with our capital allocation process. In a short period of time, Aaron has become an integral member of our management team and provides a fresh perspective on how we analyze our portfolio of assets and approach capital allocation.”

 

 
 

 

 

 

“Scott Rochon is a valuable addition to our broader management team as he calls upon his years of accounting and finance experience within the real estate industry. He has been serving for almost two years as our Corporate Controller and is ideally suited to take on the duties of Chief Accounting Officer. He will be working closely with Donnie Bobbitt, our CFO, and Aaron Halfacre to drive meaningful improvements to our balance sheet and execute on our cost-containment initiatives. Additionally, Scott will be overseeing the implementation of our enterprise software system which is designed to enhance our productivity and data integrity.”

 

“Please join me in welcoming our new management team. We wish Brian and Rob the very best in their future endeavors.”

 

“We have much work to do to restore investor confidence and are intently focused on taking the successive steps to improve.”

 

About Campus Crest Communities, Inc.

 

Campus Crest Communities, Inc. is a leading owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in 86 student housing properties with over 46,000 beds across North America. 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.

 

 

 

 

 

Contact:

Campus Crest

(704) 496-2500

Investor.Relations@CampusCrest.com

 

 



 

 

 

 

Campus Crest Communities Provides 2014/2015 Leasing Results with Operating Properties Up 190 bps in Occupancy and 130 bps in Rate Over Prior Year’s Actual Results

 

Charlotte, NC October 7, 2014 – Campus Crest Communities, Inc. (NYSE:CCG) today announced its leasing results for the 2014/2015 academic year. The following tables highlight the leasing status as of September 30, 2014:

 

Final Occupancy Summary - Operating Properties                                    
           2013-2014   2014-2015       Rental Rate 
Category  Properties   Beds   Signed1   %   Actual2   %   Forecast3   %   Change4   Change5 
                                         
Operating Properties by Occupancy                                    
                                         
Tier 1 (98%+)   28    14,323    14,311    99.9%   14,254    99.5%   14,010    97.8%   (1.7%)   2.4%
Tier 2 (95% to 97.9%)   6    3,432    3,355    97.8%   3,326    96.9%   3,206    93.4%   (3.5%)   1.1%
Tier 3 (90% to 94.9%)   13    6,108    5,632    92.2%   5,628    92.1%   5,613    91.9%   (0.2%)   2.9%
Tier 4 (Below 90%)   29    15,408    12,029    78.1%   11,874    77.1%   12,973    84.2%   7.1%   (0.6%)
Total Operating Properties   76    39,271    35,327    90.0%   35,082    89.3%   35,802    91.2%   1.9%   1.3%
                                                   
Operating Properties By Ownership                                             
                                                   
Wholly Owned   32    17,476    16,048    91.8%   15,861    90.8%   16,100    92.1%   1.3%   2.0%
Joint Venture   9    5,148    4,197    81.5%   4,141    80.4%   4,110    79.8%   (0.6%)   2.7%
Copper Beech   35    16,647    15,082    90.6%   15,080    90.6%   15,592    93.7%   3.1%   0.2%
Total Operating Properties   76    39,271    35,327    90.0%   35,082    89.3%   35,802    91.2%   1.9%   1.3%

 

Footnotes:

1) Total signed leases as of September 30, 2013, as reported in October 1, 2013 press release
2) Actual physical occupancy during the 2013/2014 academic year
3) Forecast 2014/2015 physical occupancy based on leases signed as of September 30, 2014 and projected tenant attrition
4) Year over year change in occupancy based on actual 2013/2014 and forecast 2014/2015
5) Forecast rental rate change for the 2014-2015 academic year over the 2013-2014 academic achieved rental RevPOB

 

 

Final Occupancy Summary - 2014 Deliveries            
           2014-2015 
Category  Properties   Beds   Forecast1   % 
                 
2014 Deliveries By Type                
                 
Grove & Copper Beech   7    4,369    3,176    72.7%
evo Philadelphia   1    819    396    48.4%
evo Montreal   2    2,223    242    10.9%
Total 2014 Deliveries   10    7,411    3,814    51.5%
                     
2014 Deliveries By Ownership                    
                     
Wholly Owned   4    2,469    1,927    78.0%
Joint Venture   6    4,942    1,887    38.2%
Total 2014 Deliveries   10    7,411    3,814    51.5%

Footnote:
1) Forecast 2014/2015 physical occupancy based on leases signed as of September 30, 2014 and projected tenant attrition

 

 
 

 

 

 

"We are pleased with the solid results in our operating assets. The 2014/2015 academic year represents notable change from prior results," remarked Ted W. Rollins, Chief Executive Officer. "With a goal of eliminating the occupancy volatility we witnessed in prior years, we spent considerable time during the quarter ensuring that investors could readily compare our forecast occupancy to actual occupancy achieved during the 2013/2014 academic year. We implemented process improvements to include increasing our timeframe for identifying no-shows and potential skips from four weeks to a full twelve weeks prior to move-in in order to enhance yield management across our operating properties. Additionally, we have included greater portfolio disclosure to aid in analysis. In total, these steps are representative of our heightened focus on operations."

 

“Our 2014 new deliveries, as a whole, did not meet our leasing expectations. Some projects suffered from construction delays, many weather related, which resulted in our having to move residents in later than planned. We value the customer experience and have already taken steps to remedy. We do not expect the delays to have a significant impact on our third quarter results. Delays, which are not uncommon with new construction, obviously can impact initial operating results yet favorable leasing velocity can be achieved year over year. Based on our past new delivery experience where there were delays, we delivered second year occupancy of 92% following a first year opening of 64% - a full 28 percentage points of lease up.”

 

“We have delineated the occupancy for our evo projects in Philadelphia and Montreal to provide greater transparency. We are disappointed in the progress in Montreal. We attribute the low occupancy to a variety factors and are working diligently to improve operating results. Philadelphia is well positioned for a year-two stabilization and has achieved first year occupancy comparable to those achieved by the direct peer set. With amenities just now being completed, we readily expect further leasing activity in early 2015.”

 

About Campus Crest Communities, Inc.

 

Campus Crest Communities, Inc. is a leading owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in 86 student housing properties with over 46,000 beds across North America. 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.

 

 

 

Contact:

Aaron Halfacre

(704) 496-2500

Investor.Relations@CampusCrest.com

 

 

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