Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): January 5, 2009 (December
31, 2008)
Education
Realty Trust, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Maryland
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001-32417
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201352180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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530
Oak Court Drive, Suite 300
Memphis,
Tennessee
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38117
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry Into a Material Definitive Agreement.
Fannie
Mae Credit Facility
On
December 31, 2008, Education Realty Trust, Inc. (the “Company”), through 13
wholly-owned special purpose entities, closed on a new $222 million secured
credit facility with Red Mortgage Capital, Inc., a Fannie Mae DUS(R)
lender. The Company has the ability to expand the facility up to $300
million, provided certain conditions are met.
The
Company has drawn approximately $198 million in initial loans under the facility
which was used to retire approximately $185 million of secured first mortgage
debt that was due to mature in July 2009. The remaining proceeds will
be used to, reduce its corporate revolving credit facility, and provide for
other corporate working capital needs.
The
initial loans consist of fixed rate loans of approximately $16 million, $72
million, and $60 million with maturities of five, seven, and ten-year terms,
respectively. The average annual fixed interest rate is approximately
6.01%. The facility also provided five-year variable interest rate
loans based on 30-day LIBOR totaling approximately $50 million. The variable
loans are currently priced at 3.82% per annum.
The
obligations under the new facility are secured by cross-collateralized first
priority mortgages on 13 of the Company’s student housing
communities. In addition, the nonrecourse loans are subject to
standard nonrecourse carveouts, which are guaranteed by the Company and
Education Realty Operating Partnership, LP (the “Operating
Partnership”).
The loans
may be accelerated at the option of the lender upon the occurrence of an event
of default under the terms of the facility including, without limitation, the
failure to pay amounts due or filing of bankruptcy proceedings.
The
amount available to the Company and the Company’s ability to borrow from time to
time under this facility is subject to certain conditions and the satisfaction
of specified financial covenants, which include limiting distributions to the
Company’s stockholders.
Extension
of $100 Million Revolving Credit Facility
On
January 5, 2009, the Company announced that it received an extension of its $100
million secured revolving credit facility with KeyBank National
Association. Pursuant to this extension, the revolving credit
facility will mature on March 30, 2010. All other terms and
conditions of the revolving credit facility remain the same. At
December 31, 2008, there was approximately $33 million borrowed under the
revolving credit facility. The interest rate per
annum applicable to the revolving credit facility is, at the Operating
Partnership’s option, equal to a base rate or LIBOR plus an applicable margin
based upon our leverage. At December 31, 2008, the weighted average
interest rate under the revolving credit facility was 2.78%.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
information set forth in Item 1.01 is incorporated herein by
reference.
Item
8.01. Other Events.
On
January 5, 2009, the Company issued a press release announcing that its board of
directors declared a cash dividend of $0.1025 per share of common stock for the
quarter ended December 31, 2008. The dividend will be payable February 16, 2009,
to stockholders of record as of January 30, 2009. A copy of the press release
announcing the dividend is furnished as Exhibit 99.2 to this Current
Report.
As
discussed therein, the press release contains forward-looking statements within
the meaning of the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, and, as such, may involve known and unknown
risks, uncertainties and assumptions. These forward-looking statements relate to
the Company’s current expectations and are subject to the limitations and
qualifications set forth in the press release as well as in the Company’s other
documents filed with the United States Securities and Exchange Commission,
including, without limitation, that actual events and/or results may differ
materially from those projected in such forward-looking statements.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits. The following
exhibits are being furnished herewith to this Current Report on Form
8-K.
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Exhibit No.
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Description
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99.1
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Press
Release dated January 5, 2009 announcing the closing of the Fannie Mae
Credit Facility
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99.2
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Press
Release dated January 5, 2009 regarding the Company’s Quarterly Common
Stock Dividend
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.
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EDUCATION
REALTY TRUST, INC.
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Date:
January 5, 2009
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By:
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/s/
Randall H. Brown
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Randall
H. Brown
Executive
Vice President, Chief Financial Officer,
Treasurer
and Secretary
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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99.1
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Press
Release dated January 5, 2009 announcing the closing of the Fannie Mae
Credit Facility
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99.2
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Press
Release dated January 5, 2009 regarding the Company’s Quarterly Common
Stock Dividend
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