AMERICAN CAMPUS COMMUNITIES INC : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,…

Item 1.01 Entry Into a Material Definitive Agreement.

On April 18, 2022, American Campus Communities, Inc. a Maryland corporation (the"Company"), American Campus Communities Operating Partnership LP, a Marylandlimited partnership and the operating partnership of the Company (the"Partnership" and, together with the Company, the "Company Parties"), AbacusParent LLC, a Delaware limited liability company ("Parent"), Abacus Merger Sub ILLC, a Delaware limited liability company ("Merger Sub I"), and Abacus MergerSub II LLC, a Maryland limited liability company ("Merger Sub II" and, togetherwith Parent and Merger Sub I, the "Parent Parties") entered into an Agreementand Plan of Merger (the "Merger Agreement"). Upon the terms and subject to theconditions of the Merger Agreement, at the closing of the Mergers (the"Closing"), first, Merger Sub II will merge with and into the Partnership (the"Partnership Merger"), and second, immediately following the Partnership Merger,the Company will merge with and into Merger Sub I (the "Company Merger" and,together with the Partnership Merger, the "Mergers").

Upon completion of the Partnership Merger, the Partnership will survive and theseparate existence of Merger Sub II will cease. Upon completion of the CompanyMerger, Merger Sub I will survive and the separate existence of the Company willcease. The board of directors of the Company (the "Company Board") delegated toa Special Committee (the "Special Committee") the responsibility and authorityto consider, negotiate and approve or decline to approve the proposal receivedby the Company from Parent with respect to the transactions contemplated by theMerger Agreement. The Special Committee unanimously approved and recommended tothe Company Board the execution, delivery and performance by the Company Partiesof the Merger Agreement. The Company Board, acting on the recommendation of theSpecial Committee, unanimously approved the Merger Agreement, the Mergers andthe other transactions contemplated thereby. The Parent Parties are affiliatesof Blackstone Real Estate Income Trust, Inc. ("BREIT"), which is an affiliate ofBlackstone Inc.

Merger Consideration - The Company Merger

Pursuant to the terms and subject to the conditions in the Merger Agreement, atthe effective time of the Company Merger (the "Company Merger Effective Time"),each share of common stock (or fraction thereof), $0.01 par value per share, ofthe Company ("Company Common Stock") that is issued and outstanding immediatelyprior to the Company Merger Effective Time will be automatically cancelled andconverted into the right to receive an amount in cash equal to $65.47 (the"Common Stock Consideration"), without interest.

Notwithstanding the foregoing, each share of Company Common Stock then held bythe Company or any subsidiary of the Company, including Company Common Stockheld in a rabbi trust for purposes of meeting Company liabilities under theCompany's Deferred Compensation Plan (as defined below) or held by the ParentParties or any of their respective subsidiaries, if any, will no longer beoutstanding and will automatically be retired and will cease to exist, and noconsideration will be paid, nor will any right inure or be made with respect tosuch shares of Company Common Stock in connection with or as a consequence ofthe Company Merger.

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Merger Consideration - The Partnership Merger

Pursuant to the terms and subject to the conditions in the Merger Agreement, atthe effective time of the Partnership Merger (the "Partnership Merger EffectiveTime"), each common unit of limited partnership interest in the Partnership (the"Common Partnership Units") and each Series A preferred unit of limitedpartnership interest in the Partnership (the "Preferred Partnership Units" and,together with the Common Partnership Units, the "Partnership Units"), orfraction thereof, that is issued and outstanding immediately prior to thePartnership Merger Effective Time will be automatically cancelled and convertedinto the right to receive an amount in cash equal to the Common StockConsideration, without interest.

Notwithstanding the foregoing, (x) each Partnership Unit and each GP Unit (asdefined in the Merger Agreement) of the Partnership then held by the Company orany wholly owned subsidiary of the Company will be unaffected by the PartnershipMerger and will remain outstanding, and (y) each Partnership Unit then held bythe Parent Parties or their respective wholly owned subsidiaries, if any, willno longer be outstanding and will automatically be retired and will cease toexist, and no consideration will be paid, nor will any right inure or be madewith respect to such Partnership Units in connection with or as a consequence ofthe Partnership Merger.

Company Equity Awards

Pursuant to the terms and conditions of the Merger Agreement, immediately priorto the Company Merger Effective Time, each award of restricted Company CommonStock (each, a "Company Restricted Stock Award") that is outstanding immediatelyprior to the Company Merger Effective Time will automatically become fullyvested and converted into the right to receive an amount in cash equal to theCommon Stock Consideration (less any applicable withholding taxes), and allequity-based awards deferred under the Company's Deferred Compensation Plan (the"Deferred Compensation Plan" and such units the "Deferred Stock Awards") willautomatically become fully vested and no longer subject to restrictions, and allDeferred Stock Awards shall, at the Company Merger Effective Time, be adjustedand converted into a right of the holder to have allocated to the holder'saccount under the Deferred Compensation Plan an amount denominated in cash equalto the product of (i) the number of shares of Company Common Stock allocated tosuch account as of the Company Merger Effective Time and (ii) the Common StockConsideration, and shall cease to represent a right to receive a number ofshares of Company Common Stock.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations, warranties andcovenants, including, among others, covenants by the Company to conduct itsbusiness in all material respects in the ordinary course of business and in amanner consistent with past practice, subject to certain exceptions, during theperiod between the execution of the Merger Agreement and the consummation of theMergers. The obligations of the parties to consummate the Merger are not subjectto any financing condition or the receipt of any financing by the ParentParties.

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Closing Conditions

The consummation of the Mergers is subject to certain customary closingconditions, including, among others, approval of the Company Merger by theaffirmative vote of the holders of a majority of the outstanding shares ofCompany Common Stock entitled to cast a vote on the Company Merger (the"Stockholder Approval"). The Merger Agreement requires the Company to convene astockholders' meeting for the purpose of obtaining the Stockholder Approval.. . .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On April 18, 2022, the Board approved and adopted the fourth amendment (the"Bylaws Amendment") to the Company's Bylaws, as amended (the "Bylaws"), whichprovides that unless the Company consents in writing to the selection of analternative forum, (i) the Circuit Court for Baltimore City, Maryland, or, ifthat Court does not have jurisdiction, the United States District Court for theDistrict of Maryland, Baltimore Division, shall be the sole and exclusive forumfor (a) any Internal Corporate Claim as defined under the Maryland GeneralCorporation Law (the "MGCL"), (b) any derivative action or proceeding brought onbehalf of the Company, (c) any action asserting a claim of breach of any dutyowed by any director or officer or other employee of the Company to the Companyor its stockholders, (d) any action asserting a claim against the

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Company or any director, officer or other employee of the Company arisingpursuant to any provision of the MGCL, the Company's charter or Bylaws or(e) any other action asserting a claim against the Company or any director orofficer or other employee of the Company that is governed by the internalaffairs doctrine, and (ii) the federal district courts of the United States ofAmerica shall, to the fullest extent permitted by law, be the sole and exclusiveforum for the resolution of any complaint asserting a cause of action arisingunder the Securities Act of 1933, as amended. The Bylaws Amendment becameeffective on April 18, 2022.

The foregoing description of the Bylaws Amendment is only a summary, does notpurport to be complete and is qualified in its entirety by reference to the fulltext of the Bylaws Amendment, which is filed as Exhibit 3.1 hereto, and isincorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 19, 2022, the Company issued a press release announcing the executionof the Merger Agreement. The full text of the press release is attached heretoas Exhibit 99.1 and is incorporated herein by reference.

On April 19, 2022 after the announcement of the Merger, the Company providedsupplemental information regarding the proposed Merger in a communicationcirculated to its employees and to certain universities. Copies of the employeeand university communications are attached hereto as Exhibits 99.2 and 99.3 andare incorporated herein by reference.

The information contained in Item 7.01 of this report, including the informationin the press release attached as Exhibit 99.1 to this report, is furnishedpursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for thepurposes of Section 18 of the Securities Exchange Act of 1934, as amended, orotherwise subject to the liabilities of that section. Furthermore, theinformation in Item 7.01 of this report, including the information in the pressrelease attached as Exhibit 99.1 to this report, shall not be deemed to beincorporated by reference in the filings of the registrant under the SecuritiesAct of 1933, as amended.

Additional Information and Where to Find It

This Current Report on Form 8-K relates to the proposed merger transactioninvolving the Company. In connection with the proposed transaction, the Companywill file with the Securities and Exchange Commission (the "SEC") a proxystatement on Schedule 14A. Promptly after filing its definitive proxy statementwith the SEC, the Company will mail the definitive proxy statement and a proxycard to each stockholder entitled to vote at the special meeting relating to theproposed transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TOREAD THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) ANDANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANYFILES WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The definitive proxystatement, the preliminary proxy statement and any other documents filed by theCompany with the SEC (when available) may be obtained free of charge at theSEC's website at http://www.sec.gov or at the Company's website atwww.americancampus.com or by writing to American Campus Communities, Inc.,Attention: Investor Relations, 12700 Hill Country Boulevard, Suite T-200,Austin, TX 78738.

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The Company and its directors and certain of its executive officers may bedeemed to be participants in the solicitation of proxies from the Company'sstockholders with respect to the proposed transaction. Information about theCompany's directors and executive officers and their ownership of the Companysecurities is set forth in the Company's proxy statement for its 2021 annualmeeting of stockholders on Schedule 14A filed with the SEC on March 17, 2021 andsubsequent documents filed with the SEC.

Additional information regarding the identity of participants in thesolicitation of proxies, and a description of their direct or indirect interestsin the proposed transaction, by security holdings or otherwise, will be setforth in the proxy statement and other materials to be filed with the SEC inconnection with the proposed transaction when they become available.

Cautionary Statement Regarding Forward Looking Statements

Some of the statements contained in this Current Report on Form 8-K constituteforward-looking statements within the meaning of the federal securities laws.Forward-looking statements relate to expectations, beliefs, projections, futureplans and strategies, anticipated events or trends and similar expressionsconcerning matters that are not historical facts. In some cases, you canidentify forward-looking statements by the use of forward-looking terminologysuch as "may," "will," "should," "expects," "intends," "plans," "anticipates,""believes," "estimates," "predicts," or "potential" or the negative of thesewords and phrases or similar words or phrases which are predictions of orindicate future events or trends and which do not relate solely to historicalmatters. You can also identify forward-looking statements by discussions ofstrategy, plans or intentions.

The forward-looking statements contained in this Current Report on Form 8-Kreflect the Company's current views about future events and are subject tonumerous known and unknown risks, uncertainties, assumptions and changes incircumstances, many of which are beyond the control of the Company, that maycause actual results and future events to differ significantly from thoseexpressed in any forward-looking statement, which risks and uncertaintiesinclude, but are not limited to: the ability to complete the proposedtransaction on the proposed terms or on the anticipated timeline, or at all,including risks and uncertainties related to securing the necessary shareholderapproval and satisfaction of other closing conditions to consummate the proposedtransaction; the occurrence of any event, change or other circumstance thatcould give rise to the termination of the merger agreement relating to theproposed transaction; risks that the proposed transaction disrupts the Company'scurrent plans and operations or diverts the attention of the Company'smanagement or employees from ongoing business operations; the risk of potentialdifficulties with the Company's ability to retain and hire key personnel andmaintain relationships with suppliers and other third parties as a result of theproposed transaction; the failure to realize the expected benefits of theproposed transaction; the proposed transaction may involve unexpected costsand/or unknown or inestimable liabilities; the risk that the Company's businessmay suffer as a result of uncertainty surrounding the proposed transaction; therisk that shareholder litigation in connection with the proposed transaction mayaffect the timing or occurrence of the proposed transaction or result insignificant costs of defense, indemnification and liability; effects relating tothe announcement of the transaction or any further announcements or theconsummation of the transaction on the market price of the Company's commonstock.

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While forward-looking statements reflect the Company's good faith beliefs, theyare not guarantees of future performance or events. Any forward-lookingstatement speaks only as of the date on which it was made. The Company disclaimsany obligation to publicly update or revise any forward-looking statement toreflect changes in underlying assumptions or factors, of new information, dataor methods, future events or other changes. For a further discussion of theseand other factors that could cause the Company's future results to differmaterially from any forward-looking statements, see the section entitled "RiskFactors" in the Company's Annual Report on Form 10-K for the year endedDecember 31, 2021 and in the other periodic reports the Company files with theSEC.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The

Company agrees to furnish supplementally to the SEC a copy of any omitted

schedule upon request by the SEC.

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AMERICAN CAMPUS COMMUNITIES INC : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,...