CHARLOTTE, N.C., May 4, 2015 /PRNewswire/ -- Campus Crest
Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"), an
owner and manager of high-quality student housing properties, today
announced that it has entered into an agreement with the Clinton
Group, Inc. and its affiliated funds ("Clinton") in connection with the Company's
2015 Annual Meeting of Shareholders. Under the terms of the
agreement, Campus Crest has appointed Raymond C. Mikulich and Randall H. Brown, previously nominated by
Clinton, to the Company's Board of
Directors and has also appointed Curtis B.
McWilliams to the Board. With the appointment of Messrs.
McWilliams, Mikulich and Brown, the Campus Crest Board of Directors
will expand to 8 directors, all of whom are independent.
Richard Kahlbaugh, Non-Executive
Chairman of the Campus Crest Board of Directors, stated, "Curtis,
Raymond, and Randall are accomplished real estate industry veterans
who bring extensive financial, executive and investment experience
as well as fresh perspectives to our Board of Directors. Campus
Crest has an outstanding portfolio of premier assets and we look
forward to further advancing our ongoing strategic review process
and delivering enhanced value for all Campus Crest
shareholders."
Additionally, as part of the settlement agreement with
Clinton, the Board announced that
it has changed the composition of the existing three person
Transaction Committee which has been overseeing the ongoing
strategic alternatives process. The Transaction Committee will be
comprised of Curtis McWilliams,
Raymond Mikulich and Richard Kahlbaugh and will be chaired by Mr.
McWilliams. Further, as part of the agreement, Campus Evolution
Villages, LLC has been invited to sign a non-disclosure agreement
and participate in the Board's strategic alternatives
process. By so doing, the Campus Crest Board will evaluate
Campus Evolution's proposed ideas for value creation against all
other strategic opportunities it considers throughout its
alternatives process.
Under the oversight of the Transaction Committee, Campus Crest
will continue its comprehensive and thorough analysis to explore a
broad range of strategic, operational and financial alternatives to
further enhance shareholder value. While there can be no assurance
that the exploration process will result in a transaction, and the
Company has not set a definitive timetable for completion of the
process, the Company expects to provide an update on its first
quarter 2015 conference call, which it expects to hold on
May 29,
2015.
Joseph A. De Perio, Senior
Portfolio Manager at Clinton Group stated, "We are pleased that our
dialogue with Campus Crest has resulted in this agreement. The
addition of three independent directors to the Board will help
bring additional perspectives as the Company continues its thorough
analysis to explore a broad range of strategic, operational and
financial alternatives under the oversight of the Transaction
Committee. I am confident that the Committee, in consultation with
the Company's financial and legal advisors, will come to a solution
that benefits all Campus Crest stakeholders."
Andrew Stark, CEO of Campus
Evolution Villages, stated "Campus Evolution Villages believes the
governance enhancement is a positive step for the Company and all
stockholders. We look forward to participating in the
strategic alternatives process moving forward."
The Company also announced that the Board has finalized the
retention of Alvarez & Marsal North
America, LLC ("Alvarez & Marsal") to support its ongoing
efforts to improve financial and operational controls and
efficiency, support the strategic alternatives process and deliver
enhanced shareholder value. As part of Alvarez & Marsal's
mandate, the Board has appointed David
Coles as interim Chief Executive Officer and John Makuch as interim Chief Financial
Officer.
David Coles, Interim Chief
Executive Officer, said, "I am pleased that the Board has reached
this agreement with Clinton, which
allows the Board and management team to focus on running the
business and improving financial and operational performance for
the benefit of all of the Company's stakeholders. We look forward
to working together with the Company's new directors to
successfully execute on Campus Crest's strategic repositioning and
ongoing strategic review process."
About Curtis B.
McWilliams
Curtis
McWilliams is a real estate industry veteran with over 25
years of experience in finance and real estate. Mr. McWilliams
currently serves as a member of the Ashford Hospitality Prime, Inc,
Board of Directors and retired from his position as President and
Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010
after serving in such role since 2007. CNL Real Estate Advisors,
Inc. provides advisory services relating to commercial real estate
acquisitions and asset management and structures strategic
relationships with U.S. and international real estate owners and
operators for investments in commercial properties across a wide
variety of sectors. From 1997 to 2007, Mr. McWilliams also served
as the President and Chief Executive Officer, as well as serving as
a director from 2005 to 2007, of Trustreet Properties, Inc., which
under his leadership became the then-largest publicly-traded
restaurant real estate investment trust ("REIT") with over
$3.0 billion in assets. Mr.
McWilliams has approximately 13 years of experience with REITs and,
during his career at CNL Real Estate Advisors, Inc., helped launch
and then served as the President of two REIT joint ventures between
CNL and Macquarie Capital and the external advisor for both such
REITs. Mr. McWilliams previously served on the board of directors
and as the audit committee chairman of CNL Bank, a state bank in
the State of Florida, from 1999 to
2004. Mr. McWilliams also has approximately 13 years of investment
banking experience at Merrill Lynch & Co., where he started as
an associate and later served for several years as a Managing
Director. Mr. McWilliams has a Master's in Business with a
Concentration in Finance from the University
of Chicago Graduate School of Business and a Bachelor of
Science in Engineering in Chemical Engineering from Princeton University.
About Raymond C.
Mikulich
Raymond
Mikulich is a veteran real estate finance and investment
professional who has successfully navigated five real estate cycles
in his 40 year career. He currently serves as the Chairman of Altus
Group Limited, a real estate software, services and data company
listed on the Toronto stock
exchange. He is also Managing Partner and Chief Investment Officer
of Ridgeline Capital Group and the Chief Executive Officer of
HomeLPC, LLC, a real estate investment companies based in
New York, NY. He served as the
head of Apollo Global Real Estate North America from September 2010 until December 2011 and was co-head and functioned as
chief executive officer of Lehman Brothers Real Estate Private
Equity from 1999 through March 2007
and Head of Lehman Brothers' Real Estate Investment Banking prior
to that. Mr. Mikulich was a managing director of Lehman Brothers
and a member of the firm's private equity investment and operating
committees. Prior to joining Lehman Brothers in 1982, Mr. Mikulich
was with LaSalle National Bank, Chicago, and its parent, ABN/AMRO, for seven
years, where he was involved in property acquisitions and joint
ventures on behalf of European pension funds, real estate and REIT
restructurings and lending. He has served as a Trustee of the Urban
Land Institute, on the Board of The Real Estate Roundtable, as a
member of the Advisory Board of the National Association of Real
Estate Investment Trusts (NAREIT) as well as numerous other
industry organizations and the Real Estate Advisory Boards at
Harvard, Columbia and the University of Wisconsin.
About Randall H.
Brown
Randall H. Brown
is an accomplished REIT industry veteran with 20 years experience
working in real estate management. Mr. Brown was a co-founding
officer of Education Realty Trust (NYSE: EDR), a $2 billion real estate investment trust
specializing in the development, ownership, and management of
collegiate apartments across the United
States. He served as Executive VP, Chief Financial Officer
and treasurer from January 2005 to
June 2014 and was responsible for the
financial management of the company, capital markets and investor
relations, as well as providing executive management of the IT,
Tax, and HR functions. Prior to Education Realty Trust, he served
as Chief Financial Officer of Allen & O'Hara and prior to that
he was director of corporate finance at Promus Hotels, Inc.
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.
Additional Information and Where to Find It
The
Company, its directors and certain executive officers are
participants in the solicitation of proxies from shareholders in
connection with the Company's 2015 Annual Meeting of Shareholders
(the "Annual Meeting"). The Company plans to file a proxy statement
(the "2015 Proxy Statement") with the Securities and Exchange
Commission (the "SEC") in connection with the solicitation of
proxies for the Annual Meeting. Information regarding the
names of the Company's directors and executive officers and their
respective interests in the Company by security holdings or
otherwise is set forth in the Company's proxy statement for its
2014 annual meeting of shareholders, filed with the SEC on
March 12, 2014. Additional
information can be found in the Company's Annual Report on Form
10-K for the year ended December 31,
2014, filed with the SEC on March 31,
2015. To the extent holdings of the Company's securities
have changed since the amounts printed in the proxy statement for
the 2014 annual meeting of shareholders, such changes have been
reflected on Initial Statements of Beneficial Ownership on Form 3
or Statements of Change in Ownership on Form 4 filed with the SEC.
These documents are available free of charge at the SEC's website
at www.sec.gov. Additional information regarding such
participants, including their direct or indirect interests, by
security holdings or otherwise, will be included in the 2015 Proxy
Statement and other relevant documents to be filed with the SEC in
connection with the Annual Meeting.
Promptly after filing its definitive 2015 Proxy Statement with
the SEC, the Company will mail the definitive 2015 Proxy Statement
and a white proxy card to each shareholder entitled to vote at the
Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders may obtain, free of charge, copies of the
definitive 2015 Proxy Statement and any other documents filed by
the Company with the SEC in connection with the Annual Meeting at
the SEC's website (http://www.sec.gov), at the Investors section of
the Company's website (http://www.campuscrest.com) or by writing to
Investor Relations, Campus Crest Communities, Inc., 2100 Rexford
Road, Suite 414, Charlotte, NC
28211.
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.
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SOURCE Campus Crest Communities, Inc.