Disposition of Assets Expected to Result in a Special Distribution to GMH Shareholders and Unitholders
30 5월 2008 - 8:33AM
PR Newswire (US)
NEWTOWN SQUARE, Pa., May 29 /PRNewswire-FirstCall/ -- GMH
Communities Trust (NYSE:GCT) today announced the completion of the
sale of (i) University Fields, a student housing property primarily
serving the University of Illinois-Urbana Champaign, which consists
of approximately 192 units containing 588 beds and (ii) GrandMarc
at University Village, a student housing property primarily serving
the University of California-Riverside, which consists of
approximately 212 units containing 760 beds. In addition, GMH
announced that it had recently entered into settlement agreements
with each of the respective lenders to work-out the debt and has
surrendered the properties to receivership with regard to the
following student housing properties: Lincoln View; Campus
Connection; University Court; University Estates; and University
Lodge. As previously announced, in connection with its proposed
merger with American Campus Communities, Inc. ("ACC"), under the
terms of the merger agreement with ACC, a percentage of the amount
received in connection with the sale or disposition of certain
student housing properties, which includes the properties described
above (the "Disposition Assets"), may be paid to GMH shareholders
and unitholders as a special distribution preceding the closing of
the merger (the "Special Distribution"). In addition, as previously
announced, GMH expects to sell its home office (the "Home Office")
immediately prior to, and contingent upon, the closing of the
merger to an entity owned by Gary M. Holloway, Sr., GMH's chairman,
chief executive officer and president. Under the terms of the
merger agreement, the proceeds from the sale of the Home Office may
also be distributed as part of the Special Distribution. As a
result of the closing of the transactions described above,
including the anticipated sale of the Home Office, GMH expects that
its board of trustees will authorize the Special Distribution,
which will be payable immediately prior to the proposed merger, to
GMH shareholders and unitholders as of a record date to be
determined by GMH board of trustees (the "Special Distribution
Record Date"). GMH currently estimates that the aggregate amount of
the Special Distribution will be approximately $51.9 million. Based
on the number of common shares and units outstanding on May 28,
2008, the Special Distribution is estimated to be approximately
$0.728 per share/unit. The Special Distribution is in addition to
the merger consideration and will be conditioned on the closing of
the merger. The Special Distribution is also in addition to the
remaining distribution to GMH shareholders and unitholders of
approximately $0.98 per share/unit payable immediately prior to the
closing of the proposed merger, which comprises the remaining net
proceeds from the sale of GMH's former military housing division
that is being held in reserve by GMH pending the closing of the
merger. There can be no assurance that the sale of the Home Office
will be completed even if the proposed merger is closed. In that
case, based on the number of common shares and units outstanding on
May 28, 2008, the estimated amount of the Special Distribution will
be reduced by approximately $2.0 million or approximately $0.028
per share/unit. GMH will issue a further press release announcing
the Special Distribution Record Date and the payment date for the
Special Distribution as and when authorized by GMH's board of
trustees. Only shareholders and unitholders as of the Special
Distribution Record Date will have the right to receive the Special
Distribution. GMH will file an additional Form 8-K and/or press
release in the event GMH sells any of the remaining three
Disposition Assets prior to the closing of the merger if the
proceeds from such sales, if any, are permitted under the merger
agreement to be distributed to GMH shareholders and unitholders as
an additional special distribution. There can be no assurance that
there will be any further sales of the remaining Disposition Assets
prior to the closing of the proposed merger. The Company has filed
a definitive proxy statement with the Securities and Exchange
Commission in connection with the proposed merger with ACC. The
definitive proxy statement was mailed to GMH shareholders on or
about April 29, 2008. A special meeting of the Company's
shareholders has been scheduled for June 10, 2008 at 11 a.m. local
time, at the Philadelphia Marriott West, 111 Crawford Avenue, West
Conshohocken, PA 19428, to vote on the proposed merger. About GMH
Communities Trust GMH Communities Trust
(http://www.gmhcommunities.com/) is a publicly-traded Maryland real
estate investment trust, or REIT. It is a self-advised, self-
managed, specialty housing company focused on providing housing to
college and university students residing off-campus. GMH
Communities also provides property management services to
third-party owners of student housing properties, including
colleges, universities, and other private owners. GMH Communities
is based in Newtown Square, PA. Forward-Looking Statements This
press release contains forward-looking statements within the
meaning of the Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the use of words such as "may,"
"will," "should," "expect," "estimate" or other comparable
terminology. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in
any forward-looking statement. Such risks, uncertainties, and other
factors include, but are not limited to, (i) the occurrence of any
effect, event, development or change that could give rise to the
termination of the merger agreement with ACC, (ii) the inability to
complete the merger, due to the failure of the Company's
shareholders to approve the merger, (iii) the inability to close
the sale of the Home Office, (iv) the failure of any party to
satisfy the conditions to the closing of the merger, (v) the
failure of ACC to obtain the necessary financing arrangements
described in the definitive proxy statement, (vi) risks that the
Company will not be able to pay all or any portion of the estimated
Special Distribution to shareholders and unitholders, or that the
actual amount of the Special Distribution will be less than the
estimated amount, (vii) risks that the proposed merger disrupts
current plans and operations and the potential difficulties in
employee retention and (viii) risks relating to the Company's
business presented in its filings with the SEC. Forward-looking
statements are made as of the date of this press release, and the
Company undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise. Additional Information and Where to
Find It This press release does not constitute an offer of any
securities for sale. In connection with the merger, ACC has filed
with the SEC a registration statement on Form S-4, which includes a
proxy statement/prospectus of GMH and ACC and other relevant
materials in connection with the proposed transactions. The proxy
statement was mailed to GMH shareholders starting on April 29,
2008. Investors and security holders of GMH are urged to read the
proxy statement/prospectus and the other relevant material because
they contain important information about GMH, ACC and the proposed
transactions. The proxy statement/prospectus and other relevant
materials, and any and all documents filed by GMH or ACC with the
SEC, may be obtained free of charge at the SEC's web site at
http://www.sec.gov/. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by GMH
by directing a written request to GMH Communities Trust, 10 Campus
Boulevard, Newtown Square, Pennsylvania 19073, Attention: Investor
Relations. Investors and security holders may obtain free copies of
the documents filed with the SEC by ACC by directing a written
request to American Campus Communities, Inc., 805 Las Cimas
Parkway, Suite 400, Austin, Texas 78746 Attention: Investor
Relations. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE
PROPOSED TRANSACTIONS. ACC, GMH and their respective executive
officers, directors and trustees may be deemed to be participants
in the solicitation of proxies from the security holders of GMH in
connection with the merger. Information about those executive
officers and directors of ACC and their ownership of ACC common
stock is set forth in the proxy statement for ACC's 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 2,
2008. Information about the executive officers and trustees of GMH
and their ownership of GMH common shares is set forth in GMH's
Annual Report on Form 10K/A, which was filed with the SEC on April
29, 2008. Investors and security holders may obtain additional
information regarding the direct and indirect interests of ACC, GMH
and their respective executive officers, directors and trustees in
the Merger by reading the proxy statement and prospectus regarding
the merger. DATASOURCE: GMH Communities Trust CONTACT: Joe
Calabrese, Financial Relations Board, +1-212-827-3772 Web site:
http://www.gmhcommunities.com/
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