Bond Camden Properties Trust 2.95% ( US133131AT99 ) in USD

Camden Properties Trust

100 % ▼

United States

US133131AT99 ( in USD )

2.95% per year ( payment 2 times a year)

14/12/2022 - Bond has expired

Prospectus brochure of the bond Camden Property Trust US133131AT99 in USD 2.95%, expired

2 000 USD

350 000 000 USD

133131AT9

A- ( Upper medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

Camden Property Trust is a real estate investment trust (REIT) that owns, operates, and develops multifamily apartment communities in high-growth markets across the United States.

The Bond issued by Camden Properties Trust ( United States ) , in USD, with the ISIN code US133131AT99, pays a coupon of 2.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/12/2022

The Bond issued by Camden Properties Trust ( United States ) , in USD, with the ISIN code US133131AT99, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Camden Properties Trust ( United States ) , in USD, with the ISIN code US133131AT99, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/906345/000119312512492127/...
424B5 1 d448093d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-177864

Title of Each Class of
Proposed Maximum
Amount of Registration
Securities to be Registered
Aggregate Offering Price
Fee (1)
2.950% Notes due 2022
$350,000,000(1)

$47,740

(1) Calculated in accordance with Rule 457(o), based on the proposed maximum aggregate offering price, and Rule 457(r) under the
Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated November 9, 2011)

The Notes will mature on December 15, 2022. Interest on the Notes will be payable June 15 and December 15 of each year,
beginning on June 15, 2013. We may redeem the Notes in whole or in part at any time or from time to time at the redemption price
described on page S-8 in the section entitled "Description of the Notes--Optional Redemption." The Notes will be issued in
minimum denominations of $2,000 and integral multiples of $1,000.
The Notes will be our direct, senior, unsecured obligations and will rank equally with all our other unsecured and
unsubordinated indebtedness from time to time outstanding.
Investing in the Notes involves risk. See "Risk Factors" beginning on page S-3 of this prospectus
supplement and incorporated by reference from our Annual Report on Form 10-K for the year ended
December 31, 2011.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes
or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the
contrary is a criminal offense.

Per Note

Total

Public offering price

98.945%
$346,307,500
Underwriting discount

0.650%
$ 2,275,000
Proceeds, before expenses, to Camden Property Trust

98.295%
$344,032,500
The public offering price and the proceeds to us set forth above do not include accrued interest, if any. Interest on the Notes will
accrue from December 7, 2012.
We expect that delivery of the Notes will be made to investors through the book-entry delivery system of The Depository Trust
Company for the accounts of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as
operator for the Euroclear System, against payment in New York, New York on or about December 7, 2012.

Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

US Bancorp

Wells Fargo Securities
Senior Co-Managers

Credit Suisse

Deutsche Bank Securities
SunTrust Robinson Humphrey

Junior Co-Managers

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BB&T Capital Markets

Capital One-Southwest
Mitsubishi UFJ Securities
PNC Capital Markets LLC

Scotiabank

The date of this prospectus supplement is December 4, 2012.

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We have not authorized any person to give any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by
or on behalf of us or to which we have referred you, and, if given or made, you must not rely upon such information or representations
as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the
solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery
of this prospectus supplement or the accompanying prospectus, nor any sale made under this prospectus supplement and the
accompanying prospectus, shall under any circumstances create any implication that there has not been any change in our affairs since
the date of this prospectus supplement or that the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus is correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

Summary
S-1

Risk Factors
S-3

Use of Proceeds
S-5

Ratio of Earnings to Fixed Charges
S-5

Capitalization
S-6

Description of the Notes
S-7

Underwriting
S-13
Incorporation by Reference
S-16
Legal Matters
S-16
Experts
S-16
Prospectus

Where You Can Find More Information
1

The Company
2

Cautionary Statement Concerning Forward-Looking Statements
2

Use of Proceeds
3

Description of Capital Shares
4

Description of Warrants
5

Description of Debt Securities
5

Plan of Distribution
14

Ratio of Earnings to Fixed Charges
15

Federal Income Tax Considerations and Consequences of Your Investment
16

Legal Matters
33

Experts
33

i
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SUMMARY
This summary is not complete and may not contain all of the information that may be important to you in deciding
whether to invest in the Notes. To understand this offering fully, you should carefully read the entire prospectus supplement
and the accompanying prospectus and the documents incorporated by reference.
Our Business
Camden Property Trust is a real estate investment trust ("REIT") primarily engaged in the ownership, management,
development, acquisition and construction of multifamily apartment communities. As of September 30, 2012, we owned interests
in, operated, or were developing 209 multifamily properties comprising 70,871 apartment homes across the United States. Of the
209 properties, six properties were under development, and when completed will consist of a total of 2,040 apartment homes. In
addition, we own land parcels we may develop into multifamily apartment communities.
The Offering
For a more complete description of the Notes specified in the following summary, please see "Description of the Notes" in
this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Securities offered
$350,000,000 aggregate principal amount of 2.950% Notes due 2022 (the
"Notes")

Maturity
December 15, 2022

Interest payment dates
Semi-annually in arrears on June 15 and December 15, commencing on June 15,
2013.

Ranking
The Notes:

· will be our direct, senior, unsecured obligations;

· will rank equally with all of our other unsecured and unsubordinated

indebtedness from time to time outstanding; and

· will be effectively subordinated to our mortgages and our other secured

indebtedness and to indebtedness and other liabilities of our subsidiaries.

Use of proceeds
We intend to use the net proceeds of approximately $343.7 million, after
deducting the underwriting discounts and other expenses, from this offering, to
repay the outstanding balance on our unsecured line of credit, and the remainder
for general corporate purposes, which may include property acquisitions and
development in the ordinary course of business, capital expenditures and
working capital. Affiliates of the underwriters of this offering are lenders under
our unsecured line of credit and, upon application of the net proceeds of this
offering, will receive their proportionate shares of the amount of the line of
credit to be repaid. See "Use of Proceeds."

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Optional redemption
We may redeem some or all of the Notes at any time and from time to time at the
redemption price set forth on page S-8 in the section entitled "Description of the
Notes--Optional Redemption." If, however, we redeem any of the Notes 90
days or fewer prior to their maturity date, the redemption price will equal 100%
of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest on the amount being redeemed to the redemption date. See "Description
of the Notes--Optional Redemption."

Covenants
We will issue the Notes under an indenture with U.S. Bank National
Association. The indenture, among other things, restricts our ability to:

· borrow money;

· use assets as security in other transactions; and

· sell certain assets or merge into other companies.

See "Description of the Notes."

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RISK FACTORS
Before you decide whether to purchase any Notes, in addition to the other information in this prospectus supplement and the
accompanying prospectus, you should carefully consider the risk factors set forth below and under the heading "Risk Factors"
beginning on page 3 of our Annual Report on Form 10-K for the year ended December 31, 2011, which is incorporated by
reference into this prospectus supplement and the accompanying prospectus, as the same may be updated from time to time by our
future filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For more information, see the section
entitled "Incorporation by Reference."
The Notes are effectively subordinated to all our existing and future secured debt and the debt and any preferred equity of
our subsidiaries.
The Notes will be our senior unsecured obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding. The Notes will be effectively subordinated to our mortgages and other secured
indebtedness to the extent of the assets securing such debt and to our subsidiaries' indebtedness to the extent of the assets of those
subsidiaries. If we become insolvent or are liquidated, or if payment of any of our secured debt is accelerated, the holders of that
secured debt will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to
foreclose on and sell the assets securing such debt to satisfy such debt. In any such case, our remaining assets may be insufficient to
repay the Notes.
Because we operate a significant portion of our business through subsidiaries, we derive revenues from, and hold assets
through, those subsidiaries. In general, these subsidiaries are separate and distinct legal entities. These subsidiaries will have no
obligation to pay any amounts due on our debt securities, including the Notes, or to provide us with funds for our payment obligations,
whether by dividends, distributions, loans or otherwise. Our right to receive any assets of any subsidiary in the event of a bankruptcy
or liquidation of the subsidiary, and therefore the right of our creditors to participate in those assets, will be effectively subordinated
to the claims of that subsidiary's creditors, including trade creditors, and any preferred equity holders of that subsidiary, in each case
to the extent that we are not recognized as a creditor of such subsidiary. In addition, even where we are recognized as a creditor of a
subsidiary, our rights as a creditor with respect to certain amounts are subordinated to other indebtedness of that subsidiary, including
secured indebtedness to the extent of the assets securing such indebtedness.
As of December 4, 2012, on a pro forma basis after giving effect to the issuance of the Notes offered hereby and the application
of the proceeds from the offering, our and our subsidiaries' total outstanding indebtedness would be approximately $2,557,409,000,
of which approximately 61.7% would be unsecured.
The Notes restrict, but do not eliminate, the ability to incur additional debt or take other action that could negatively
impact holders of the Notes.
Except as described under "Description of Debt Securities--Limitations on Incurrence of Indebtedness," "Description of Debt
Securities--Merger, Consolidation and Sale" and "Description of Debt Securities--Covenants" in the accompanying prospectus, the
Indenture does not contain any other provisions that would limit our ability to incur indebtedness or that would afford holders of the
Notes protection if we were to engage in transactions such as a highly leveraged or similar transaction, a change of control or a
reorganization, restructuring, merger or similar transaction. In addition, subject to the limitations set forth under "Description of Debt
Securities--Limitations on Incurrence of Indebtedness," "Description of Debt Securities--Merger, Consolidation and Sale" and
"Description of Debt Securities--Covenants" in the accompanying prospectus, we may, in the future, enter into transactions, such as
the sale of all or substantially all of our assets or a merger or consolidation that would increase the amount of our indebtedness or
substantially reduce or eliminate our assets, which may have an adverse effect on our ability to service indebtedness, including the
Notes. We have no present intention of engaging in a highly leveraged or similar transaction.

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There is no current public market for the Notes.
The Notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the
Notes on any securities exchange or for inclusion of the Notes in any automated quotation system. We cannot guarantee:

· any trading market for the Notes will develop or be maintained;

· the liquidity of any trading market that may develop for the Notes;

· your ability to sell your Notes when desired or at all; or

· the price at which you would be able to sell your Notes.
Liquidity of any trading market for, and future trading prices of, the Notes will depend on many factors, including:

· prevailing interest rates;

· our operating results and cash flows;

· credit rating or outlook changes; and

· the market for similar securities.

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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $343.7 million from the sale of the Notes offered by this
prospectus supplement, after deducting the underwriting discounts and our other expenses related to this offering. We intend to use the
net proceeds to repay the outstanding balance under our unsecured line of credit, and the remainder for general corporate purposes,
which may include property acquisitions and development in the ordinary course of business, capital expenditures and working
capital. As of September 30, 2012, there was no outstanding balance under our unsecured line of credit. On November 30, 2012, we
repaid our maturing 5.93% senior unsecured notes through an $189.7 million advance under our unsecured line of credit. As
of December 4, 2012, the outstanding balance under our unsecured line of credit was approximately $180.0 million. Our line of credit
matures in September 2015 and may be extended at our option to September 2016. At December 4, 2012, the interest rate on amounts
outstanding on our unsecured line of credit was approximately 1.3%. Affiliates of the underwriters of this offering are lenders under
our unsecured line of credit and, upon application of the net proceeds of this offering, will receive their proportionate shares of the
amount of the line of credit to be repaid. Pending application of the net proceeds as described above, we may invest the proceeds in
short-term securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of our last five fiscal years and the nine months ended September 30, 2012 are
presented below. We computed our ratios of earnings to fixed charges by dividing earnings by fixed charges. For this purpose,
earnings have been calculated by adding fixed charges to income from continuing operations before income taxes. Fixed charges
consist of interest costs, the interest portion of rental expense, other than on capital leases, estimated to represent the interest factor in
this rental expense, the amortization of debt discounts and deferred financing charges and preferred distributions of subsidiaries.

Nine months

ended

Year ended December 31,

September 30,

2012(1)
2011(2) 2010(3) 2009(4) 2008(5) 2007(6)
Ratio of earnings to fixed charges
2.12x

1.14x 1.09x 0.47x 0.84x 1.16x
(1) Earnings include a $40,191,000 impact related to a gain on acquisition of controlling interest in joint ventures and a
$32,541,000 impact related to gain on sale of properties. Excluding these impacts, the ratio would be 1.33x.
(2) Earnings include a $29,791,000 loss impact related to a loss on discontinuation of a hedging relationship, a $1,136,000 impact
related to gain on sale of joint venture interests, a $6,394,000 gain on sale of unconsolidated joint venture properties, a
$3,316,000 impact related to a net gain on the sale of an available-for-sale investment, and a $4,748,000 impact related to gains
on the sale of properties, including land. Excluding these impacts, the ratio would be 1.25x.
(3) Earnings include a $1,000,000 impact related to an impairment provision on technology investment and a $236,000 impact
related to a gain on the sale of land. These transactions did not have an impact on the ratio of 1.09x.
(4) We would have needed to generate an additional $79,966,000 to achieve a coverage of one to one in 2009. Earnings include an
$85,614,000 impact related to impairment associated with land development activities and a $2,550,000 impact related to loss
on early retirement of debt. Excluding these impacts, the ratio would be 1.05x.
(5) We would have needed to generate an additional $26,506,000 to achieve a coverage of one to one in 2008. Earnings include a
$51,323,000 impact related to impairment associated with land development activities, a $13,566,000 impact related to gain on
early retirement of debt, and a $2,929,000 impact related to gain on sale of properties, including land. Excluding these impacts,
the ratio would be 1.05x.
(6) Earnings include a $1,447,000 impact related to impairment associated with land development activities. Excluding this impact,
the ratio would be 1.17x.

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CAPITALIZATION
The following sets forth our debt and capitalization at September 30, 2012 and as adjusted to reflect this offering and the
application of the net proceeds of this offering as described under "Use of Proceeds" above. You should read the information
included in the table in conjunction with our unaudited condensed consolidated financial statements and related notes included in our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, which is incorporated by reference in this prospectus
supplement and the accompanying prospectus.

September 30, 2012

Actual

Adjustments

As Adjusted

(in thousands)

Notes Payable:

Unsecured

$1,415,354 $ 163,684(1) $1,579,038
Secured

978,371

978,371

Total notes payable

2,393,725

2,557,409
Common Equity:

Common shares of beneficial interest

959

959

Additional paid-in capital

3,580,528

3,580,528
Distributions in excess of net income attributable to common shareholders

(692,235)

(692,235)
Treasury shares, at cost

(425,756)

(425,756)
Accumulated other comprehensive loss

(660)

(660)

Total common equity

2,462,836

2,462,836

Noncontrolling interests

70,272

70,272

Total capitalization

$4,926,833

$5,090,517

(1) Includes the repayment of approximately $180.0 million of the outstanding balance under our unsecured line of credit and the
receipt of the net proceeds of approximately $343.7 million from this offering. As of September 30, 2012, there was no
outstanding balance under our unsecured line of credit. On November 30, 2012, we repaid our maturing 5.93% senior unsecured
notes through an $189.7 million advance under our unsecured line of credit. As of December 4, 2012, the outstanding balance
under our unsecured line of credit was approximately $180.0 million.

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