Item 1.01 Entry into a Material Definitive Agreement.




In connection with the issuance and sale by American Campus Communities
Operating Partnership LP (the "Operating Partnership") of $400 million aggregate
principal amounts of its 2.850% Senior Notes due 2030 (the "2030 Notes"), on
January 15, 2020, the Operating Partnership, American Campus Communities, Inc.
(the "Company") and American Campus Communities Holdings LLC, a wholly-owned
subsidiary of the Company and the general partner of the Operating Partnership,
on one hand, and U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC,
as representatives of the several underwriters named therein (collectively, the
"Underwriters"), on the other hand, entered into an underwriting agreement. The
2030 Notes will be will be fully and unconditionally guaranteed by the Company.
The offering of the 2030 Notes is described in the Company's and the Operating
Partnership's Prospectus Supplement dated January 15, 2020 to the Prospectus
dated May 15, 2018. The 2030 Notes were issued pursuant to the Company's and the
Operating Partnership's existing shelf registration statement.
After deducting underwriting discounts and other offering expenses, the net
proceeds from the sale of the 2030 Notes will be approximately $394.3 million.
The Operating Partnership intends to use the net proceeds, together with cash on
hand or borrowings under its revolving credit facility, to fund the early
redemption of all of the $400 million aggregate principal amount of its 3.350%
Senior Notes due 2020 (the "2020 Notes"), which includes a make-whole premium
and accrued and unpaid interest to the date of redemption. Settlement is
scheduled for January 30, 2020, subject to the satisfaction of customary closing
conditions.
U.S. Bank National Association, an affiliate of U.S. Bancorp Investments, Inc.,
one of the Underwriters, is serving as the trustee under the indenture under
which the 2030 Notes will be issued. To the extent any of the Underwriters or
their affiliates own any of the 2020 Notes, upon the application of the net
proceeds from the offering of the 2030 Notes to fund the redemption of the 2020
Notes, such Underwriters or affiliates will receive a portion of those net
proceeds. The Underwriters and certain of their affiliates have engaged in, and
may in the future engage in, investment banking and other commercial dealings in
the ordinary course of business with the Company and its affiliates. They have
received or will continue to receive customary fees and commissions for these
transactions.
The description herein of the Underwriting Agreement is qualified in its
entirety, and the terms therein are incorporated herein, by reference to the
Underwriting Agreement filed as Exhibit 1.1 hereto.
Item 8.01 Other Events.


On January 15, 2020, notice was provided to the holders of the 2020 Notes of a
redemption of such notes on January 31, 2020. In connection with such
redemption, the Company expects to record a
one-time
charge of approximately $4.3 million, or approximately $0.03 per share, to its
net income in the first quarter of 2020.

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Item 9.01 Financial Statements and Exhibits.




(d)
Exhibits
.
 Exhibit
 Number                                         Title

   1.1             Underwriting Agreement, dated January 15, 2020, between American
                 Campus Communities, Inc., American Campus Communities Operating
                 Partnership LP and American Campus Communities Holdings, LLC, on one
                 hand, and U.S. Bancorp Investments, Inc. and Wells Fargo Securities,
                 LLC, as representatives of the several underwriters named therein,
                 on the other hand.

   104           Cover page interactive data file (embedded within the Inline XBRL
                 document).



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