Education Realty Operating Partnership, LP (NYSE:EDR) Files An 8-K Other Events
Item 8.01. Other Events.
On May 2, 2017, Education Realty Trust, Inc., a Maryland
corporation (the Company), filed with the SEC the following two
prospectus supplements under the Companys Shelf Registration
Statement on Form S-3 (File No. 333-217203) that was filed with
the SEC on April 7, 2017 and that became automatically effective
upon filing in accordance with Rule 462(e) of the Securities Act
of 1933, as amended:
| (i) |
A prospectus supplement covering the remaining unsold portion of 4,000,000 shares of the Companys common stock, $0.01 par value per share (the Common Stock), to the Companys Amended and Restated Dividend Reinvestment and Direct Stock Purchase Plan (the DRIP Prospectus Supplement). The DRIP Prospectus Supplement continues an offering previously covered by a prospectus supplement filed under the Companys expiring registration statement (the Expiring Registration Statement). |
| (ii) |
A prospectus supplement covering the offering of the remaining unsold portion of the up to $500,000,000 in shares of Common Stock to the Companys existing at-the-market equity distribution program (the ATM Prospectus Supplement). The ATM Prospectus Supplement continues an offering previously covered by a prospectus supplement filed under the Expiring Shelf Registration Statement. In connection with the filing of the ATM Prospectus Supplement, the Company and Education Realty Operating Partnership, LP (the Operating Partnership) executed amendments, dated May 2, 2017, to the separate equity distribution agreements, each dated February 21, 2017, entered into with each of (i) KeyBanc Capital Markets Inc., in its capacity as sales agent, forward seller and/or principal, and in its capacity as forward purchaser, (ii) Merrill Lynch, Pierce, Fenner Smith Incorporated, in its capacity as sales agent, forward seller and/or principal and Bank of America N.A., in its capacity as forward purchaser, and (iii) RBC Capital Markets, LLC, in its capacity as sales agent, forward seller and/or principal and Royal Bank of Canada, in its capacity as forward purchaser. Copies of the amendments to the equity distribution agreements are attached hereto as Exhibits 1.1, 1.2 and 1.3, respectively, and are incorporated herein by reference. |
Venable LLP issued its opinions with respect to the legality of
the shares covered by the DRIP Prospectus Supplement and the ATM
Prospectus Supplement, which opinions are attached hereto as
Exhibits 5.1 and 5.2, respectively, and are incorporated herein
by reference. Morrison Foerster LLP issued its opinions with
respect to certain U.S. federal tax matters, which opinions are
attached hereto as Exhibit 8.1 and 8.2, respectively, and are
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Amendment No. 1 to Equity Distribution Agreement, dated May 1, 2017, by and among Education Realty Trust, Inc., Education Realty Operating Partnership, LP and KeyBanc Capital Markets Inc. |
|
| 1.2 |
Amendment No. 1 to Equity Distribution Agreement, dated May 1, 2017, by and among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Merrill Lynch, Pierce, Fenner Smith Incorporated and Bank of America N.A. |
|
| 1.3 |
Amendment No. 1 to Equity Distribution Agreement, dated May 1, 2017, by and among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, RBC Capital Markets LLC and Royal Bank of Canada |
|
| 5.1 |
Opinion of Venable LLP regarding the legality of the shares (DRIP Prospectus Supplement) |
|
| 5.2 |
Opinion of Venable LLP regarding the legality of the shares (ATM Prospectus Supplement) |
|
| 8.1 |
Opinion of Morrison Foerster LLP regarding certain U.S. federal tax matters (DRIP Prospectus Supplement) |
|
| 8.2 |
Opinion of Morrison Foerster LLP regarding certain U.S. federal tax matters (ATM Prospectus Supplement) |
|
| 23.1 |
Consent of Venable LLP(DRIP Prospectus Supplement) (included in Exhibit 5.1) |
|
| 23.2 |
Consent of Venable LLP (ATM Prospectus Supplement) (included in Exhibit 5.2) |
|
| 23.3 |
Consent of Morrison Foerster LLP(DRIP Prospectus Supplement) (included in Exhibit 8.1) |
|
| 23.4 |
Consent of Morrison Foerster LLP(ATM Prospectus Supplement) (included in Exhibit 8.2) |
About Education Realty Operating Partnership, LP (NYSE:EDR)
Education Realty Trust, Inc. (EdR) is a self-managed and self-advised real estate investment trust (REIT). The Trust is engaged in developing, acquiring, owning and managing collegiate housing communities located near university campuses. The Trust operates through three segments: collegiate housing leasing, development consulting services and management services. The Trust develops collegiate housing communities for its own account and also provides third-party development consulting services on collegiate housing development projects for universities and other third parties. As of December 31, 2016, the Trust owned 64 collegiate housing communities located in 22 states containing 32,729 beds in 12,294 apartment units on or near 38 university campuses. As of December 31, 2016, the Trust provided third-party management services for 22 collegiate housing communities located in 11 states containing 11,767 beds in 4,214 apartment units on or near 17 university campuses. Education Realty Operating Partnership, LP (NYSE:EDR) Recent Trading Information
Education Realty Operating Partnership, LP (NYSE:EDR) closed its last trading session down -0.93 at 37.98 with 397,122 shares trading hands.
