Campus Crest Communities, Inc. Announces Pricing of Private Offering of $85
Million Exchangeable Senior Notes Due 2018
CHARLOTTE, N.C. -- October 3, 2013
Campus Crest Communities, Inc. (NYSE:CCG) (the “Company”) announced today that
Campus Crest Communities Operating Partnership, LP, the operating partnership
through which the Company conducts its operations (the “Operating
Partnership”), has agreed to sell a private offering of $85 million aggregate
principal amount of its 4.75% Exchangeable Senior Notes due 2018 (“Notes”).
The Operating Partnership granted the initial purchasers a 30-day option to
purchase up to an additional $15 million aggregate principal amount of the
The Notes will be senior unsecured obligations of the Operating Partnership.
The Company will guarantee the payment of amounts due on the Notes. The
offering is expected to close on October 9th, 2013, subject to the
satisfaction of certain closing conditions.
Interest on the Notes will be payable semi-annually on April 15 and October
15, beginning April 15, 2014. The Notes will mature on October 15, 2018,
unless repurchased or exchanged in accordance with their terms prior to such
Upon exchange of Notes, the Operating Partnership will deliver, cash, shares
of Campus Crest common stock or a combination of both, at an initial exchange
rate of 79.6020 shares per $1,000 principal amount of notes (equivalent to an
initial exchange price of approximately $12.56 per share of Campus Crest
common stock). At any time prior to July 15, 2018, the operating partnership
may irrevocably elect, in its sole discretion without the consent of the
holders of the Notes, to settle all of its future exchange obligation entirely
in shares of Campus Crest common stock.
The Operating Partnership intends to use the net proceeds from this offering
for the repayment of debt, future development or for other general corporate
and working capital purposes.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the Notes, nor shall there be any sale of such Notes
in any state or other jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities
laws of such state or other jurisdiction.
The Notes were offered and sold only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Neither the Notes nor any shares of the Company’s common
stock that may be issued upon exchange of the Notes have been registered under
the Securities Act or any state securities laws, and unless so registered, may
not be offered or sold in the United States except pursuant to an exemption
from the registration requirements of the Securities Act and applicable state
About Campus Crest Communities, Inc.
Campus Crest Communities, Inc. is a leading developer, builder, owner and
manager of high-quality student housing properties located close to college
campuses in targeted markets. It has ownership interests in 80 student housing
properties and ~43,000 beds across North America, of which 73 are operating
and 7 are development or redevelopment properties. The Company is an equity
REIT that differentiates itself through its vertical integration and
consistent branding across the portfolio through three unique brands targeting
different segments of the college student population. The Grove® brand offers
more traditional apartment floor plans and focuses on customer service,
privacy, on-site amenities and a proprietary residence life program. The
Copper Beech brand and townhome product offers more residential-type living to
students looking for a larger floor plan with a front door and back porch.
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.
Campus Crest Communities, Inc.
Thomas Nielsen, 704-496-2571
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