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): April 21, 2015
CAMPUS
CREST COMMUNITIES, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Maryland |
|
001-34872 |
|
27-2481988 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of incorporation or organization) |
|
|
|
Identification No.) |
2100 Rexford Road, Suite 414 |
|
Charlotte, North Carolina |
28211 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number,
including area code: (704) 496-2500
Not Applicable
(Former name or former address, if changed
since last report)
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:
¨ 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.
On April 21, 2015, the Board of Directors
of Campus Crest Communities, Inc. (the “Company”) authorized the appointment of David Coles as Interim Chief Executive
Officer of the Company and John Makuch as Interim Chief Financial Officer of the Company, which is subject to the finalization
of an engagement letter expected to be executed within a couple of days.
Mr. Coles, age 50, is a Managing Director
with Alvarez & Marsal North America (“Alvarez & Marsal”). He specializes in business performance improvement,
profitability analysis, working capital management and interim management. His primary areas of expertise include the formulation
and implementation of improvement plans for underperforming businesses. Mr. Coles has served in senior advisory and interim CEO,
CRO, CFO and COO roles. Mr. Coles most recently served as an advisor to M*Modal Inc. a $300 million revenue provider of transcription
services and ASR software. Prior to M*Modal Inc., from 2011-2012, Mr. Coles was CFO of PHH Corp, a publicly traded residential
mortgage originator, servicer and fleet management business. His role at this business involved managing internal and external
financial reporting, evaluating strategic alternatives, capital raising, rating agency and investor communications, cash flow projection/reporting
and working capital improvement.
Mr. Makuch, age 44, is a Managing Director
with Alvarez & Marsal in Atlanta. During the past 22 years, Mr. Makuch has assisted firms execute financial and operational
performance improvement initiatives and has served as an interim officer of his clients, including roles as a CEO, COO, CFO, CRO,
Controller and Treasurer. Mr. Makuch recently served as the Chief Restructuring Officer for a national developer and builder of
multi-family housing and student housing projects. His position’s role included forecasting and managing liquidity, developing
a multi-year business plan and disposition plan for certain assets, assisting the management team with rationalization of corporate
overhead expenses, separating the multi-family business from the student housing business, and negotiating a restructuring of the
company’s credit agreement with a lender group.
During their respective service at the Company,
Messrs. Coles and Makuch will continue to be employed by Alvarez & Marsal and will not receive any compensation directly from
the Company or participate in any of the Company’s employee benefit plans. The Company will instead pay Alvarez & Marsal
an hourly rate of $750 per hour for the services provided by Mr. Coles and $700 per hour for the services provided by Mr. Makuch.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
No. |
|
Exhibit
Description |
99.1 |
|
Press release, dated April 27, 2015, issued by Campus Crest Communities, Inc. |
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. |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ David Coles |
|
|
David Coles |
|
|
Interim Chief Executive Officer |
Dated: April 27, 2015
Exhibit Index
Exhibit
Number |
|
Description |
99.1 |
|
Press release, dated April 27, 2015, issued by Campus Crest Communities, Inc. |
CAMPUS CREST COMMUNITIES ANNOUNCES MANAGEMENT
ADDITIONS
Company Appoints Alvarez & Marsal’s
David Coles as Interim CEO and
John Makuch as Interim CFO
Strategic Review Process Remains Ongoing
Charlotte, NC – April 27, 2015
– Campus Crest Communities, Inc. (NYSE: CCG) (the “Company” or “Campus Crest”), an owner and manager
of high-quality student housing properties, today announced that the Board of Directors is in the process of retaining Alvarez
& Marsal North America, LLC (“Alvarez & Marsal”), a leading management consulting firm, to support its ongoing
efforts to improve operational efficiency, drive profitable growth and deliver maximum shareholder value. As part of Alvarez &
Marsal’s mandate, the Board has authorized the appointment of David Coles as interim Chief Executive Officer and John Makuch
as interim Chief Financial Officer, which is subject to the finalization of an engagement letter expected to be executed within
a couple of days. Both Mr. Coles and Mr. Makuch serve as Managing Directors at Alvarez & Marsal. Scott Rochon, who previously
acted as interim Chief Financial Officer, will continue to serve as Chief Accounting Officer. Aaron Halfacre will remain President
and Chief Investment Officer, working alongside Mr. Coles and Mr. Makuch.
Richard Kahlbaugh, Non-Executive Chairman
stated, “We believe that David and John will provide invaluable support as we continue to execute on Campus Crest’s
ongoing initiatives. In addition to David and John’s operational expertise and senior leadership experience, Campus Crest
will have access to the resources and support of Alvarez & Marsal. I am confident that the leadership combination of David,
John and Aaron will enable us to successfully complete our ongoing strategic review, reposition our portfolio, manage our lender
relationships and accelerate our performance improvement to the benefit of our shareholders.”
Mr. Coles commented, “I am excited
to step into the interim CEO role and join Aaron and the senior leadership team at Campus Crest. With our experience implementing
financial and operational performance improvements, I am confident that John’s and my background will complement the existing
senior leadership team’s institutional knowledge. I look forward to working together to successfully execute on the Company’s
strategic repositioning and ongoing review of strategic alternatives.”
Mr. Makuch added, “Campus Crest is
focused on pursuing its strategic repositioning and fortifying its balance sheet and I look forward to contributing to those ongoing
efforts. Additionally, the continuation of Campus Crest’s senior leadership team will allow a seamless transition and integration
process for David and me. Campus Crest has made significant strides and I am confident that this leadership team will build on
the Company’s recent progress.”
Aaron Halfacre, President and Chief Investment
Officer, commented, “I am pleased to welcome David and John to the Campus Crest team at such an important time for our company.
Over the last few months, our team has taken meaningful actions to position the Company for success and I am confident that the
expansion of our c-suite bandwidth will better position us to continue our momentum. I look forward to joining forces with David
and John and capitalizing on their deep financial and management expertise as well as utilizing Alvarez & Marsal’s vast
resources to unlock the value of our company.”
Alvarez & Marsal is a leading outsourced
solutions provider offering leadership, problem-solving and value-creation to companies, with a focus on preserving and maximizing
enterprise value. In particular, the firm will provide key interim management positions and resources to assist the Company in
driving the strategic alternative process, repositioning its portfolio reposition, improving operational and financial processes
and capabilities and rationalizing general and administrative expenses to optimize value.
Campus Crest is continuing with its comprehensive
and thorough analysis to explore a broad range of strategic, operational and financial alternatives to further enhance shareholder
value. The Company remains committed to maximizing shareholder value and will continue to work closely with its outside financial
advisor, Moelis & Company LLC, and legal advisor, Kilpatrick Townsend & Stockton LLP, to ensure a thorough and robust process.
There can be no assurance that the exploration process will result in the Company pursuing a particular transaction or completing
any such transaction. The Company expects to disclose its progress on its review of strategic alternatives during its first quarter
2015 conference call.
About David Coles
David Coles is a Managing Director with
Alvarez & Marsal. He specializes in business performance improvement, profitability analysis, working capital management and
interim management. His primary areas of expertise include the formulation and implementation of improvement plans for underperforming
businesses. Mr. Coles has served in senior advisory and interim CEO, CRO, CFO and COO roles. Mr. Coles most recently served
as an advisor to M*Modal Inc. a $300 million revenue provider of transcription services and ASR software. Prior to M*Modal
Inc., from 2011-2012, Mr. Coles was CFO of PHH Corp, a publicly traded residential mortgage originator, servicer and fleet management
business. His role at this business involved managing internal and external financial reporting, evaluating strategic alternatives,
capital raising, rating agency and investor communications, cash flow projection/reporting and working capital improvement.
About John Makuch
John Makuch is a Managing Director with
Alvarez & Marsal in Atlanta. During the past 22 years, Mr. Makuch has assisted firms execute financial and operational performance
improvement initiatives and has served as an interim officer of his clients, including roles as a CEO, COO, CFO, CRO, Controller
and Treasurer. Mr. Makuch recently served as the Chief Restructuring Officer for a national developer and builder of multi-family
housing and student housing projects. His position’s role included forecasting and managing liquidity, developing a multi-year
business plan and disposition plan for certain assets, assisting the management team with rationalization of corporate overhead
expenses, separating the multi-family business from the student housing business, and negotiating a restructuring of the company’s
credit agreement with a lender group.
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 84 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:
Investor Relations
(704) 496-2571
Investor.Relations@CampusCrest.com
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