Land & Buildings’ Nominee is Corey
Lorinsky, an Employee of the Hedge Fund
ACC Provides Update on Extensive Engagement
with Land & Buildings
American Campus Communities, Inc. (NYSE: ACC) (“ACC” or the
“Company”) today issued the following statement:
Over the past 15 months, ACC has made every
attempt to maintain a constructive dialogue with Land &
Buildings, as the Company does with all of its shareholders. One
year ago, ACC entered into a settlement agreement with Land &
Buildings and appointed three new independent directors, elected a
new Board Chair and formed a Capital Allocation Committee chaired
by Craig Leupold, former CEO of Green Street Advisors, who was
appointed as part of the agreement.
The Company has delivered outstanding
results, created significant shareholder value and quickly
re-stabilized from the significant impacts of the COVID-19
pandemic. Earnings results for the first nine months of 2021
eclipsed expectations and cumulatively exceeded guidance by $0.12
per share, or almost 10 percent. Additionally, net operating income
(“NOI”) returned to pre-pandemic levels a full year earlier than
anticipated, with 95.8 percent opening fall occupancy for the
2021-2022 academic year and rental rate growth of 3.8 percent, both
of which were above the high-end of the Company’s previously
communicated expectations. As a result, ACC’s public market
valuation achieved an all-time high of $57.29 per share at the end
of 2021.
On the capital allocation front, ACC recently
formed a joint venture with Harrison Street’s social infrastructure
platform to recapitalize a minority 45 percent interest in ACC’s
existing eight-property Arizona State University student housing
portfolio, with the Company retaining ownership of the majority 55
percent interest. The transaction satisfies ACC’s 2022 capital
sourcing transactions of $200 - $400 million and will provide
additional proceeds moving into 2023. With this joint venture now
in place, ACC is well positioned to execute on further potential
on-campus transactions in its pipeline, creating an expansive
opportunity for growth and value creation.
Consistent with the Company’s commitment to
transparency, ACC believes it is important to disclose recent
developments to set the record straight regarding Land &
Buildings’ actions and intentions.
As previously disclosed, in November 2021,
Jonathan Litt privately requested that the ACC Board add him as a
new director. The Board interviewed and was in the process of
assessing Mr. Litt as a candidate, but the review process was not
completed because Mr. Litt did not follow through on his commitment
to provide additional information to the Nominating and Corporate
Governance Committee. Surprisingly, rather than provide the
information he promised, on December 17, 2021, Mr. Litt privately
nominated a different Land & Buildings representative, Corey
Lorinsky, to stand for election to the ACC Board. This abrupt
change of course gave the Board serious cause for concern as to the
credibility and true motives of Land & Buildings.
Notwithstanding these concerns, the Board
carefully considered Mr. Lorinsky as a director candidate, taking
into account the factors the Board uses to evaluate any candidate,
including his experience, the Board’s direct interactions with him
over the past year, diversity and the current composition of the
ACC Board. The Board determined that Mr. Lorinsky would not be an
additive member to the ACC Board, and this was privately
communicated to Land & Buildings1 on January 5, 2022.
On January 18, 2022, ACC received another
letter from Land & Buildings in which Mr. Litt demanded that he
or his colleague be added to the Board, saying, “Both myself (sic)
and Corey Lorinsky, my partner of over ten years, are uniquely
qualified to be on the Board of ACC and we remain open to resolving
the nomination.”
Most recently, on February 15, 2022, ACC
received a letter from Land & Buildings in which the hedge fund
does not propose to acquire ACC, but claims that it is “indicating
its willingness to offer to acquire” ACC2 for $57.00 per share,
below the Company’s recent all-time high of $57.29. Land &
Buildings’ actions to date, its inability to finance or consummate
a transaction, and its use of this same “faux bid” tactic on at
least two prior occasions in efforts to force the sales of other
companies, highlight the fact that Land & Buildings is not a
credible potential buyer of ACC. ACC’s Board is resolute in its
commitment to acting in the best interest of shareholders, and
would always consider and respond to a bona fide, actionable
proposal from a credible potential counterparty that maximizes
value for shareholders.
The Company has engaged with Land &
Buildings in good faith for more than a year, and had hoped to
again avoid the expense and unnecessary distraction of a contested
director election by reaching a mutually acceptable resolution. To
be clear, however, ACC does not believe it is in the best interests
of all other shareholders to appoint Mr. Lorinsky as a director.
Accordingly, while the Company and its advisors will continue to
engage with Land & Buildings and encourage them to withdraw Mr.
Lorinsky’s nomination, at this time ACC is preparing for the costly
and distracting proxy contest that Land & Buildings
initiated.
ACC is a strong company, with a uniquely
valuable portfolio, talented employees and diversified sources of
capital. We have successfully navigated through the disruption of
the COVID-19 pandemic and believe we are now poised to benefit from
recent initiatives and the positive fundamentals of the student
housing operating environment to deliver recession resilient,
robust organic growth, meaningful earnings growth and substantial
net asset value creation to investors.
The Board and management team believe it is
an exciting time to own ACC and we are confident in the Company’s
future prospects. We look forward to continued engagement with our
shareholders as we build on our momentum.
The Board intends to present its recommendation regarding any
director nominees in ACC’s definitive proxy statement and other
materials, to be filed with the U.S. Securities and Exchange
Commission and mailed in due course. The 2022 Annual Meeting has
not yet been scheduled and no shareholder action is required at
this time.
BofA Securities is serving as financial advisor and Dentons US
LLP is serving as legal counsel to the Company.
About American Campus Communities
American Campus Communities, Inc. is the largest owner, manager
and developer of high-quality student housing communities in the
United States. The company is a fully integrated, self-managed and
self-administered equity real estate investment trust (REIT) with
expertise in the design, finance, development, construction
management and operational management of student housing
properties. As of September 30, 2021, American Campus Communities
owned 166 student housing properties containing approximately
111,900 beds. Including its owned and third-party managed
properties, ACC's total managed portfolio consisted of 202
properties with approximately 140,700 beds. Visit
www.americancampus.com.
Forward-Looking Statements
In addition to historical information, this press release
contains forward-looking statements under the applicable federal
securities law. These statements are based on management’s current
expectations and assumptions regarding markets in which American
Campus Communities, Inc. (the “Company”) operates, operational
strategies, anticipated events and trends, the economy, and other
future conditions. Forward-looking statements are not guarantees of
future performance and involve certain risks and uncertainties,
which are difficult to predict. These risks and uncertainties that
could cause actual results to differ materially from those
expressed or implied in the forward looking-statements include
those related to the COVID-19 pandemic, about which there are still
many unknowns, including the duration of the pandemic and the
extent of its impact, and those discussed in our filings with the
Securities and Exchange Commission, including our Annual Report on
Form 10-K for the year ended December 31, 2020 under the heading
“Risk Factors” and under the heading “Business - Forward-looking
Statements” and subsequent annual reports on Form 10-K and
quarterly reports on Form 10-Q. We undertake no obligation to
publicly update any forward-looking statements whether as a result
of new information, future events, or otherwise. The information
contained on our website is not a part of this release.
Important Additional Information and Where to Find It
In the event that Lands & Buildings files a consent
solicitation statement or a proxy statement with the SEC in
connection with a solicitation to, among other things, possibly
nominate any person for election to the board of directors of the
Company (the “Solicitation”), the Company plans to file a proxy
statement or a consent revocation statement, as applicable (each, a
“Solicitation Statement”), with the SEC, together with a WHITE
proxy card or consent revocation card, as applicable. SHAREHOLDERS
ARE URGED TO READ THE APPLICABLE SOLICITATION STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders will be able to obtain, free of
charge, copies of the Solicitation Statement, any amendments or
supplements thereto and any other documents (including the WHITE
proxy card or consent revocation card, as applicable) when filed by
the Company with the SEC in connection with the Solicitation at the
SEC’s website (http://www.sec.gov) or at the Company’s website at
www.americancampus.com within the investor relations section.
Certain Information and Where to Find It
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the
Solicitation. Additional information regarding the identity of
these potential participants, none of whom owns in excess of one
percent (1%) of the Company’s shares, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the applicable Solicitation Statement and other materials to be
filed with the SEC in connection with the Solicitation. Information
relating to the foregoing can also be found in the Company’s
definitive proxy statement for its 2021 annual meeting of
shareholders (the “2021 Proxy Statement”), filed with the SEC on
March 17, 2021. To the extent holdings of the Company’s securities
by such potential participants (or the identity of such
participants) have changed since the information printed in the
2021 Proxy Statement, such information has been or will be
reflected on Statements of Change in Ownership on Forms 3 and 4
filed with the SEC. You may obtain free copies of these documents
using the sources indicated above.
1 Full text of ACC’s letter to Land & Buildings dated
January 5, 2022 can be found in the Company’s 8-K filing with the
SEC
2 Full text of Land & Buildings’ letter to ACC dated
February 15, 2022 can be found in the Company’s 8-K filing with the
SEC
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version on businesswire.com: https://www.businesswire.com/news/home/20220216006255/en/
American Campus Communities, Inc., Austin Ryan Dennison,
512-732-1000 or Andrew Siegel / Amy Feng / Greg Klassen Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
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