CHARLOTTE, N.C., Feb. 29, 2016 /PRNewswire/ -- Campus Crest
Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"),
today announced that it expects the closing of its previously
announced merger with an affiliate of Harrison Street Real Estate
Capital, LLC ("Harrison Street") to
occur on Wednesday, March 2, 2016,
subject only to customary closing deliveries and conditions being
satisfied at the closing. As of the close of business on the
closing date, all of Campus Crest's common stock will be delisted
from the New York Stock Exchange. The total transaction value,
including assumed and discharged indebtedness, is approximately
$1.9 billion.
In connection with the closing of the transaction, holders of
shares of Campus Crest's common stock will receive $6.987 per share in cash, and holders of shares
of the Company's 8.0% Series A Cumulative Redeemable Preferred
Stock will be redeemed at a par value of $25.00 per share, plus $2.256 per share of accrued but unpaid
dividends.
As previously disclosed, the Company contemplates that a
non-tradable contingent value right ("CVR") will be issued at
closing to holders of shares of Campus Crest's common stock, and
each CVR could pay up to an additional estimated $0.031 in cash per share of common stock upon the
release of escrowed monies related to the previously disclosed sale
of Montreal joint venture
interests. Although it is possible that such escrowed monies
will be released prior to the closing, thereby eliminating the need
for the CVR, a final determination regarding the necessity of the
CVR will be made prior to the closing of the merger. Though not
guaranteed, in the event that a CVR is issued, it is expected that
any amounts to be paid pursuant to the CVR will be paid out within
the next 30 days.
In connection with the consummation of the transaction, Campus
Crest Communities, L.P., the Company's operating partnership, will
commence an offer to purchase the outstanding 4.75%
Senior Exchangeable Notes on the terms and conditions set forth in
the documents related thereto and the underlying indenture.
Aaron S. Halfacre, President and
Chief Investment Officer of Campus Crest, commented, "We are
looking forward to the successful conclusion of this transaction. I
personally want to thank all of our investors, lenders and partners
for their support and patience as we worked through the final
chapter of Campus Crest."
Raymond James and Associates,
Inc. acted as financial advisor to Harrison Street and DLA Piper
LLP (US) acted as Harrison Street's
legal advisor. Moelis & Company LLC acted as financial advisor
to Campus Crest and Kilpatrick
Townsend & Stockton LLP acted as the Company's legal
advisor.
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 79
student housing properties with over 42,000 beds across
North America. Additional
information can be found on the Company's website at
http://www.campuscrest.com.
About Harrison Street Real Estate Capital:
Harrison Street Real Estate Capital is a real estate private
equity firm founded in 2005 by real estate veteran Christopher Merrill, Chris Galvin (former Chairman & CEO of
Motorola) & Mike Galvin (former
Assistant Secretary of the U.S. Commerce Department for Export
Administration) that directly and through its affiliates, has
approximately $8.4 billion in assets
under management (AUM) through commingled funds and public
securities products. The commingled funds focus exclusively on the
Education, Healthcare and Storage segments of the US & European
real estate markets. Since inception, the Firm has acquired or
developed over $11.5 billion of real
estate throughout 530 properties in 40 states including over
69,000 student housing beds, more than 17,000 senior housing units,
over 6.1 million square feet of medical office space, and more
than 97,000 self-storage units. For more information please visit
www.harrisonst.com.
Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995. The forward-looking statements, which include statements
regarding the proposed merger between the Company and Harrison Street, may be identified by the
inclusion of words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "goal" and variations of
such words and other similar expressions, and are based on current
expectations, estimates, assumptions and projections that are
subject to change, and actual results may differ materially from
the forward-looking statements. These statements, as they relate to
the Company or Harrison Street, the
management of either such company or the proposed merger, involve
risks and uncertainties that may cause results to differ materially
from those set forth in the statements. The Company intends that
such forward-looking statements be subject to the safe-harbor
provided by the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company's actual
results, performance or achievements or industry results to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Many factors, including the following, could cause
actual results to differ materially from the forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that may be
instituted against the Company and others following announcement of
the merger agreement; the inability to complete the proposed merger
due to the failure to satisfy the conditions to the merger,
including the closing conditions more fully described in the merger
agreement; risks that the proposed merger disrupts current plans
and operations of the Company; potential difficulties in employee
retention as a result of the proposed merger; the value of any CVRs
which may be issued in connection with the merger; legislative,
regulatory and economic developments; risks related to disruption
of management's attention from the Company's ongoing business
operations due to the proposed merger; the effect of the
announcement of the proposed merger on the Company's relationships
with colleges and universities, relationships with tenants,
operating results and business generally, and other risks and
uncertainties described under "Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2014 and in the
Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2015, June 30, 2015 and September 30, 2015, and in other documents filed
with the Securities and Exchange Commission ("SEC") by the Company.
Given these uncertainties, current and prospective investors should
be cautioned in their reliance on such forward-looking statements.
Except as required by law, the Company disclaims any obligation to
update any such factors or to publicly announce the results of any
revision to any of the forward-looking statements contained herein
to reflect future events or developments. A more comprehensive
discussion of risks, uncertainties, financial reporting
restatements, and forward-looking statements may be seen in the
Company's Annual Report on Form 10-K and other periodic filings
with the SEC.
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SOURCE Campus Crest Communities, Inc.
