DEFM14A

DEFM14A 1 d328752ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to § 240.14a-12

AMERICAN CAMPUS COMMUNITIES, INC.

(Name of Registrant as Specified in Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

12700 Hill Country Blvd., Suite T-200

Austin, Texas 78738

June 16, 2022

Dear Stockholder:

You are cordially invited to attend a virtual special meeting of stockholders of American Campus Communities, Inc., a Maryland corporation, to be held on August 4, 2022 at 10:00 a.m., Central Time, in a virtual-only meeting format. At the virtual special meeting, you will be asked to consider and vote on a proposal to approve the merger of American Campus Communities, Inc. with and into Abacus Merger Sub I LLC, a wholly owned subsidiary of Abacus Parent LLC, an affiliate of Blackstone Real Estate Income Trust, Inc. (“BREIT”), which we refer to as the “merger,” and other transactions contemplated by the Agreement and Plan of Merger, dated as of April 18, 2022, as it may be amended from time to time, among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, which we refer to as the “merger agreement.” If the merger is completed, you, as a holder of shares of common stock of American Campus Communities, Inc., will be entitled to receive $65.47 in cash, without interest and less any applicable withholding taxes, in exchange for each share of common stock you own, as more fully described in the enclosed proxy statement.

Our board of directors has unanimously approved, adopted and declared advisable the merger agreement and determined the merger agreement and the transactions contemplated by the merger agreement, including the mergers, to be advisable and in the best interests of American Campus Communities, Inc. and our stockholders. Our board of directors recommends that you vote “FOR” the approval of the merger.

The merger must be approved by the affirmative vote of the holders of our common stock entitled to cast the majority of all the votes entitled to be cast on the matter. The notice of virtual special meeting and proxy statement accompanying this letter provide you with more specific information concerning the virtual special meeting, the merger, the merger agreement and the other transactions contemplated by the merger agreement. We encourage you to read carefully the enclosed proxy statement, including the annexes. You may also obtain more information about American Campus Communities, Inc. from us or from documents we have filed with the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares that you own. Whether or not you plan to attend the virtual special meeting, we request that you authorize a proxy to vote your shares by either completing and returning the enclosed proxy card as promptly as possible or authorizing your proxy or voting instructions by telephone or through the Internet. The enclosed proxy card contains instructions regarding voting. If you attend the virtual special meeting and you are a stockholder of record as of the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the virtual special meeting. If you fail to authorize a proxy to vote your shares or to vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the virtual special meeting and will have the same effect as a vote “AGAINST” approval of the merger.

On behalf of the board of directors, thank you for your continued support.

Sincerely,

Cydney C. Donnell

Independent Chair of the Board

This proxy statement is dated June 16, 2022 and is first being mailed to our stockholders on or about June 16, 2022.

AMERICAN CAMPUS COMMUNITIES, INC.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 4, 2022

To the Stockholders of American Campus Communities, Inc.:


Proposal 1:		To consider and vote on a proposal to approve the merger of American Campus Communities, Inc. with and into Abacus Merger Sub I LLC pursuant to the terms of the Agreement and Plan of Merger, dated as of April 18, 2022, as it may be amended from time to time, among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, American Campus Communities, Inc. and American Campus Communities Operating Partnership LP, which proposal we refer to as the “merger proposal”;

Proposal 2:		To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our principal executive officer, principal financial officer and the three other most highly compensated executive officers calculated in accordance with SEC rules and regulations, which we refer to as the “named executive officers,” that is based on or otherwise relates to the mergers, which proposal we refer to as the “advisory compensation proposal”; and

Proposal 3:		To consider and vote on a proposal to approve any adjournment of the virtual special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the virtual special meeting to approve the merger proposal, which proposal we refer to as the “adjournment proposal.”

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Pursuant to our bylaws, only the matters set forth in this notice of virtual special meeting may be brought before the virtual special meeting. Our board of directors has fixed the close of business on June 14, 2022 as the record date for the determination of stockholders entitled to notice of and to vote at the virtual special meeting or any postponement or adjournment thereof. All holders of record of our common stock at the close of business on the record date are entitled to receive notice of and attend the virtual special meeting or any postponement or adjournment of the virtual special meeting.

Our board of directors has unanimously approved the merger agreement and determined the merger agreement and the transactions contemplated by the merger agreement, including the mergers, to be advisable and in the best interests of American Campus Communities, Inc. and our stockholders. Our board of directors recommends that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.

The merger proposal must be approved by the affirmative vote of the holders of our common stock entitled to cast a majority of all the votes entitled to be cast on the matter. Accordingly, your vote is very important regardless of the number of shares of common stock that you own. Whether or not you plan to attend the virtual special meeting, we request that you authorize a proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you attend the virtual special meeting and you are a stockholder of record at the close of business on the record date, you may continue to have your shares voted as instructed in your proxy, or you may withdraw your proxy and vote your shares at the virtual special meeting. If you fail to authorize a proxy to vote your shares or to vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present at the virtual special meeting and will have the same effect as a vote “AGAINST” the merger proposal.

The approval of the advisory compensation proposal and the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the proposal. If you fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will have no effect on the outcome of these proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

Any proxy may be revoked at any time prior to its exercise by delivery of a properly executed, later-dated proxy card, by authorizing your proxy or voting instructions by telephone or through the Internet at a later date than your previously authorized proxy, by submitting a written revocation of your proxy to our Secretary, or by voting at the virtual special meeting. Attendance at the virtual special meeting alone will not be sufficient to revoke a previously authorized proxy.

Under the Maryland General Corporation Law, because shares of our common stock were listed on the New York Stock Exchange at the close of business on the record date, you do not have any appraisal rights, dissenters’ rights or the rights of an objecting stockholder in connection with the merger.

We encourage you to read the accompanying proxy statement in its entirety and to submit a proxy or voting instructions so that your shares will be represented and voted even if you do not attend the virtual special meeting. If you have any questions or need assistance in submitting a proxy or your voting instructions, please call our proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885.

BY ORDER OF THE BOARD OF DIRECTORS

Daniel B. Perry

Executive Vice President, Chief Financial Officer, Treasurer and Secretary

Austin, Texas

June 16, 2022

TABLE OF CONTENTS


	Page
SUMMARY		1
The Parties to the Mergers		1
The Special Meeting		3
The Mergers		4
Recommendation of Our Board of Directors		5
Opinion of Our Financial Advisor		5
Treatment of Common Stock and Compensatory Awards		6
Treatment of Interests in the Partnership		6
Financing		7
Interests of Our Directors and Executive Officers in the Mergers		7
No Solicitation of Competing Proposals		8
Conditions to the Mergers		8
Termination of the Merger Agreement		9
Termination Payments		11
Limited Guarantee and Remedies		12
Regulatory Matters		12
No Dissenters’ Rights of Appraisal		13
Litigation Related to the Mergers		13
Material U.S. Federal Income Tax Consequences		14
Delisting of our Common Stock and Deregistration of Our Common Stock		14
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGERS		15
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		22
PROPOSAL 1 MERGER PROPOSAL		24
PROPOSAL 2 ADVISORY COMPENSATION PROPOSAL		25
PROPOSAL 3 ADJOURNMENT PROPOSAL		26
THE PARTIES TO THE MERGERS		27
THE SPECIAL MEETING		29
Date, Time and Purpose of the Special Meeting		29
Record Date, Notice and Quorum		29
Required Vote		29
How to Authorize a Proxy		30
Proxies and Revocation		31
Solicitation of Proxies		31
Adjournments		31
Postponements		32
THE MERGERS		33
General Description of the Mergers		33
Background of the Mergers		33
Reasons for the Mergers		42
Recommendation of Our Board of Directors		45
Unaudited Prospective Financial Information		45
Opinion of Our Financial Advisor		48
Financing		56
Interests of Our Directors and Executive Officers in the Mergers		56
Regulatory Matters		62
Litigation Related to the Mergers		62
Material U.S. Federal Income Tax Consequences		63
Delisting of Our Common Stock		68
THE MERGER AGREEMENT		69
Structure		69
Effective Times; Closing Date		69


Organizational Documents			70
General Partner and Officers			70
Treatment of Common Stock and Compensatory Awards			71
Treatment of Interests in the Partnership			71
No Further Ownership Rights			72
Payment Procedures			72
Representations and Warranties			73
Conduct of Our Business Pending the Mergers			77
Stockholders’ Meeting			81
Agreement to Take Certain Actions			82
No Solicitation of Competing Proposals			84
Obligation of Our Board of Directors with Respect to Its Recommendation			86
Employee Benefits			89
Financing Cooperation			89
Assumed Indebtedness			93
Pre-Closing Transactions			93
Certain Other Covenants			94
Conditions to the Mergers			95
Termination of the Merger Agreement			96
Termination Payments			98
Limited Guarantee and Remedies			99
Amendment and Waiver			100
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			101
NO DISSENTERS’ RIGHTS OF APPRAISAL			102
STOCKHOLDER PROPOSALS			102
HOUSEHOLDING OF PROXY MATERIALS			103
OTHER MATTERS			103
WHERE YOU CAN FIND MORE INFORMATION			103
Annex A – Agreementand Plan of Merger, dated as of April 18, 2022, by and among Abacus Parent LLC, Abacus Merger Sub I LLC, Abacus Merger Sub II LLC, American Campus Communities, Inc. and American Campus Communities Operating Partnership LP			A-1
Annex B – Opinion of BofA Securities, Inc.			B-1

SUMMARY

This summary highlights selected information from this proxy statement relating to (1) the merger of American Campus Communities, Inc. with and into Abacus Merger Sub I LLC, and (2) the merger of Abacus Merger Sub II LLC with and into American Campus Communities Operating Partnership LP, which we refer to as the “partnership merger.” References to the “mergers” refer to the merger and the partnership merger, collectively. This summary may not contain all of the information about the mergers contemplated by the merger agreement that is important to you. As a result, to understand the mergers fully and for a more complete description of the terms of the mergers, you should read carefully this proxy statement in its entirety, including the annexes and the other documents to which we have referred you, including the merger agreement attached as Annex A. Each item in this summary includes a page reference directing you to a more complete description of that item. This proxy statement is first being mailed to our stockholders on or about June 16, 2022.

The Parties to the Mergers (page 27)

American Campus Communities, Inc.

12700 Hill Country Blvd., Suite T-200

Austin, Texas 78738

(512) 732-1000

American Campus Communities, Inc., which we refer to as “we,” “our,” “us,” or “the Company,” commenced operations effective with the completion of an initial public offering on August 17, 2004 and elected to be taxed as a real estate investment trust, or “REIT,” under the Internal Revenue Code of 1986, as amended, or the “Code,” commencing with the taxable year ended December 31, 2004. We are one of the largest owners, managers, and developers of high quality student housing properties in the United States in terms of beds owned and under management. We are a fully integrated, self-managed, and self-administered equity REIT with expertise in the acquisition, design, financing, development, construction management, leasing, and management of student housing properties. As of June 14, 2022, we owned 166 student housing properties containing approximately 111,900 beds. Including our owned and third-party managed properties, our total managed portfolio consisted of 205 properties with approximately 143,300 beds as of June 14, 2022.

American Campus Communities, Inc.’s common stock is listed on the New York Stock Exchange, which we refer to as the “NYSE,” and trades under the symbol “ACC.”

American Campus Communities Operating Partnership LP

12700 Hill Country Blvd., Suite T-200

Austin, Texas 78738

(512) 732-1000

American Campus Communities Operating Partnership LP, which we refer to as the “Partnership,” is a Maryland limited partnership formed on July 14, 2004. As of June 14, 2022, we and our subsidiaries owned approximately 99.6% of the ownership interest in the Partnership, representing all ownership interests in the Partnership except for 371,332 common units of limited partnership interests in the Partnership, which we refer to as “common partnership units,” and 35,242 Series A preferred units of limited partnership interest in the Partnership, which we refer to as “preferred partnership units,” and we refer to common partnership units and preferred partnership units, collectively, as “limited partnership units.” The Company controls the Partnership through its 100% ownership of the sole general partner and conducts substantially all of its business through the Partnership. As the only member of the sole general partner of the Partnership, we generally have the exclusive power under the partnership agreement of the Partnership to manage and conduct the Partnership’s business, and our board of directors manages the Partnership and the Company’s business and affairs.

Abacus Parent LLC

c/o Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Abacus Parent LLC, a Delaware limited liability company, which we refer to as “Parent,” was formed solely for the purpose of acquiring us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Parent is an affiliate of each of BREIT and Blackstone Property Partners L.P. (“BPP”), which are affiliates of Blackstone Inc., a Delaware corporation, which we refer to as “Blackstone.”

BREIT is a perpetual-life, institutional quality real estate investment platform that brings private real estate to income focused investors. BREIT invests primarily in stabilized, income generating U.S. commercial real estate across key property types and to a lesser extent in real estate debt investments. BREIT is externally managed by a subsidiary of Blackstone (NYSE: BX), a global leader in real estate investing. BPP is a perpetual-life, open-ended, institutional quality real estate fund with a focus on high-quality assets in the Americas, Europe and Asia. Blackstone’s real estate business was founded in 1991 and has approximately $298 billion in investor capital under management. Further information is available at www.breit.com and www.blackstone.com/our-businesses/real-estate.

Abacus Merger Sub I LLC

c/o Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Abacus Merger Sub I LLC, a Delaware limited liability company, which we refer to as “Merger Sub I”, was formed solely for purposes of facilitating Parent’s acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, on the closing date, we will merge with and into Merger Sub I, and Merger Sub I will continue as the surviving entity.

Abacus Merger Sub II LLC

c/o Blackstone Real Estate Income Trust, Inc.

345 Park Avenue

New York, New York 10154

(212) 583-5000

Abacus Merger Sub II LLC, a Maryland limited liability company, which we refer to as “Merger Sub II”, was formed solely for purposes of facilitating Parent’s acquisition of us and has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Pursuant to the merger agreement, on the closing date, Merger Sub II will merge with and into the Partnership, and the Partnership will continue as the surviving entity.

We use the term “Parent Parties” in this proxy statement to refer to Parent, Merger Sub I and Merger Sub II collectively.

The Special Meeting (page 29)

The Proposals

The virtual special meeting of our stockholders will be held on August 4, 2022 at 10:00 a.m., Central Time, in a virtual-only meeting format. To access the virtual special meeting, stockholders should visit register.proxypush.com/acc. At the virtual special meeting, holders of our common stock, $0.01 par value per share, which we refer to as “common stock,” as of the record date, which was the close of business on June 14, 2022, will be asked to consider and vote on (1) a proposal to approve the merger in accordance with the terms of the merger agreement, which proposal we refer to as the “merger proposal,” (2) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the mergers, which proposal we refer to as the “advisory compensation proposal,” and (3) a proposal to approve any adjournment of the virtual special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the virtual special meeting to approve the merger proposal, which proposal we refer to as the “adjournment proposal.” If the merger is approved by our stockholders and completed as contemplated by the merger agreement, each share of common stock issued and outstanding immediately prior to the merger effective time will be converted into the right to receive $65.47 in cash, without interest and less any applicable withholding taxes.

Pursuant to our bylaws, only the matters set forth in the notice of virtual special meeting may be brought before the virtual special meeting.

Record Date, Notice and Quorum

All holders of record of our common stock as of the record date, which was the close of business on June 14, 2022, are entitled to receive notice of and attend and vote at the virtual special meeting or any postponement or adjournment of the virtual special meeting. Each holder of common stock is entitled to one vote on each matter presented at the virtual special meeting for each share of common stock that such holder owned as of the record date. On the record date, our outstanding voting securities consisted of 139,483,032 shares of common stock and 1,171,141 unvested restricted stock awards entitled to be voted by employees.

The presence in person or by proxy of our stockholders entitled to cast a majority of all the votes entitled to be cast at the virtual special meeting will constitute a quorum for purposes of the virtual special meeting. Virtual attendance at the virtual special meeting constitutes presence in person for quorum purposes at the virtual special meeting. A quorum is necessary to transact business at the virtual special meeting. Abstentions will be counted as shares present for the purposes of determining the presence of a quorum.

Required Vote

Completion of the mergers requires approval of the merger proposal by the affirmative vote of the holders of our common stock entitled to cast the majority of all of the votes entitled to be cast on the matter at the virtual special meeting. Each share of common stock is entitled to one vote on each matter to be voted on. Because the required vote for this proposal is based on the number of votes our stockholders are entitled to cast rather than on the number of votes cast, if you fail to authorize a proxy to vote your shares or vote at the virtual special meeting (including by abstaining), or fail to instruct your broker, bank or other nominee on how to vote, such failure will have the same effect as voting against the merger proposal.

The approval of the advisory compensation proposal and the approval of the adjournment proposal each requires the affirmative vote of a majority of the votes cast on the proposal. Approval of these proposals is not a condition to completion of the mergers. For the purpose of each of these proposals, if you fail to authorize a proxy to vote your shares or vote at the virtual special meeting, or fail to instruct your broker, bank or other nominee on how to vote, it will not have any effect on the outcome of such proposals. Abstentions are not considered votes cast and therefore will have no effect on the outcome of these proposals.

As of the record date, our directors and executive officers owned and are entitled to vote an aggregate of approximately 1,218,039 shares of our common stock, entitling them to exercise approximately 0.9% of the total combined voting power of our common stock at the virtual special meeting. Our directors and executive officers have informed us that they intend to vote the shares that they own in favor of the merger proposal, in favor of the advisory compensation proposal and in favor of the adjournment proposal, although they have no obligation to do so.

Proxies; Revocation

Any of our stockholders of record entitled to vote may authorize a proxy to vote his, her or its shares of common stock by returning the enclosed proxy card, authorizing a proxy or voting instructions by telephone or through the Internet, or by attending the virtual special meeting and voting during the live webcast. If the shares of common stock that you own are held in “street name” by your broker, bank or other nominee, you should instruct your broker, bank or other nominee on how to vote your shares using the instructions provided by your broker or you may attend the virtual special meeting and vote during the live webcast.

Any proxy may be revoked at any time prior to its exercise by your delivery of a properly executed, later-dated proxy card, by authorizing your proxy by telephone or through the Internet at a later date than your previously authorized proxy, by your filing a written revocation of your proxy with our Secretary or by your voting at the virtual special meeting. Attendance at the virtual special meeting alone will not be sufficient to revoke a previously authorized proxy.

If you own common stock in “street name,” you may revoke or change previously granted voting instructions by following the instructions provided by the broker, bank or other nominee that is the registered owner of the shares or by attending and voting at the virtual special meeting.

The Mergers (page 33)

Pursuant to the merger agreement, on the closing date, Merger Sub II will merge with and into the Partnership and the separate existence of Merger Sub II will cease, and the Partnership will be the surviving partnership in the partnership merger. We use the term “Surviving Partnership” in this proxy statement to refer to the Partnership following the partnership merger effective time. The Surviving Partnership will be a wholly owned subsidiary of the Company following the partnership merger effective time.

The partnership merger will become effective upon the later of the acceptance for record of the articles of merger with respect to the partnership merger by the State Department of Assessments and Taxation of Maryland or on such other date and time (not to exceed 30 days from the date the articles of merger with respect to the partnership merger are accepted for record by the State Department of Assessments and Taxation of Maryland) as may be agreed between the parties to the merger agreement and specified in the partnership articles of merger. We use the term “partnership merger effective time” in this proxy statement to refer to the time the partnership merger becomes effective.

Immediately following the partnership merger effective time, on the closing date, we will merge with and into Merger Sub I and the separate existence of the Company will cease, and Merger Sub I will continue as the surviving entity in the merger. We use the term “Surviving Company” in this proxy statement to refer to Merger Sub I following the effective time of the merger. The Surviving Company will be a wholly owned subsidiary of Parent and the Surviving Partnership will be a wholly owned subsidiary of the Surviving Company following the merger effective time.

Our merger with Merger Sub I will become effective upon the later of the acceptance for record of the articles of merger with respect to the merger by the State Department of Assessments and Taxation of Maryland,

the filing of the certificate of merger with respect to the merger with the Secretary of State of the State of Delaware or on such other date and time (not to exceed 30 days from the date the articles of merger with respect to the merger are accepted for record by the State Department of Assessments and Taxation of Maryland) as may be agreed between the parties to the merger agreement and specified in the company articles of merger and the company certificate of merger. We use the term “merger effective time” in this proxy statement to refer to the time the merger becomes effective. Unless otherwise agreed by the parties to the merger agreement, the partnership merger effective time and the merger effective time will occur on the closing date, with the merger effective time occurring immediately after the partnership merger effective time. We use the term “Surviving Entities” to refer to the Surviving Company and the Surviving Partnership, collectively.

Recommendation of Our Board of Directors (page 45)

Our board of directors has unanimously:

•

approved, adopted and declared advisable the merger agreement;

•

determined the merger agreement and the transactions contemplated by the merger agreement, including the mergers, to be advisable and in the best interests of the Company and our stockholders; and

•

recommended that you vote “FOR” the merger proposal, “FOR” the advisory compensation proposal, and “FOR” the adjournment proposal.

Opinion of Our Financial Advisor (page 48 and Annex B)

In connection with the mergers, BofA Securities, Inc. (“BofA Securities”), the Company’s financial advisor, delivered to our board of directors an oral opinion, subsequently confirmed in its written opinion, dated April 18, 2022, as to the fairness, from a financial point of view and as of the date of the opinion, of the common stock consideration to be received by holders of our common stock. The full text of the written opinion, dated April 18, 2022, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to our board of directors (in its capacity as our board of directors) for the benefit and use of our board of directors in connection with and for purposes of its evaluation of the common stock consid

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SEC Form DEFM14A filed by American Campus Communities Inc