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 Notes. 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 date. 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 laws.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. 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.