Obligation ACC Operating Group 3.35% ( US024836AC22 ) en USD

ACC Operating Group

100 % ⇌

Etas-Unis

US024836AC22 ( en USD )

3.35% par an ( paiement semestriel )

01/10/2020 - Obligation échue

Prospectus brochure de l'obligation ACC Operating Partnership US024836AC22 en USD 3.35%, échue

2 000 USD

400 000 000 USD

024836AC2

N/A

ACC Operating Partnership est une entité juridique américaine qui permet à des sociétés de bénéficier d'une structure fiscale de type partenariat tout en maintenant une structure opérationnelle de type société.

L'Obligation émise par ACC Operating Group ( Etas-Unis ) , en USD, avec le code ISIN US024836AC22, paye un coupon de 3.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2020

424B2
424B2 1 d43339d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-204364 and 333-204364-01

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price
Registration Fee (1)
3.350 % Senior Notes due 2020

$400,000,000

$46,480

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated May 21, 2015)
$400,000,000

American Campus Communities Operating Partnership
LP
3.350% Senior Notes due 2020
fully and unconditionally guaranteed by American Campus Communities, Inc.

American Campus Communities Operating Partnership LP (the "Operating Partnership") will pay interest on the notes on April 1 and October 1 of
each year. The first payment will be made on April 1, 2016. The notes will mature on October 1, 2020. The Operating Partnership has the option to
redeem the notes prior to maturity, in whole at any time or in part from time to time, at the redemption prices described under the caption
"Description of the Notes and Guarantee--Optional Redemption at Our Election" in this prospectus supplement.
The notes are senior unsecured debt securities and rank equally in right of payment with all of the Operating Partnership's other senior unsecured
indebtedness from time to time outstanding. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
The notes will be fully and unconditionally guaranteed by American Campus Communities, Inc. (the "Company"), the sole member of the sole
general partner of the Operating Partnership. The Company does not have any significant assets other than its investment in the Operating
Partnership.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement, as
well as the "Risk Factors" incorporated by reference from our Annual Report on Form 10-K for the year ended
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December 31, 2014, before making a decision to invest in the notes.
The notes are a new issue of securities with no established trading market. The Operating Partnership does not intend to list the notes on any
national securities exchange or have the notes quoted on any automated dealer quotation system. Currently, there is no public market in the notes.

Per Note

Total

Public offering price(1)

99.811%
$399,244,000
Underwriting discount

0.60%
$
2,400,000
Proceeds, before expenses, to the Operating Partnership

99.211%
$396,844,000

(1)
Plus accrued interest from September 22, 2015, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company and its direct and
indirect participants, including Euroclear Bank S.A/N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, against
payment in New York, New York on or about September 22, 2015.

Joint Book-Running Managers

Deutsche Bank Securities

J.P. Morgan

Wells Fargo Securities
BofA Merrill Lynch

US Bancorp

Co-Managers

BBVA

Capital One Securities

KeyBanc Capital Markets
PNC Capital Markets LLC

Regions Securities LLC

The date of this prospectus supplement is September 15, 2015.

Table of Contents
TABLE OF CONTENTS
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any related free writing prospectus issued by us. We have not, and the underwriters have not, authorized any other person to provide you with
different or additional information. If anyone provides you with different or additional information, you should not rely on it. You should assume
that the information appearing in this prospectus supplement, the accompanying prospectus and any such free writing prospectus, as well as
information that we have previously filed with the U.S. Securities and Exchange Commission, or the "SEC," that is incorporated by reference, is
accurate only as of the date of the applicable document. Our business, financial condition, liquidity, results of operations and prospects may have
changed since those respective dates.
Prospectus Supplement

Page
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424B2
About This Prospectus Supplement
S-ii
Summary
S-1
Risk Factors
S-5
Forward-Looking Statements
S-9
Available Information
S-9
Incorporation by Reference
S-10
Ratios of Earnings to Fixed Charges
S-10
Use of Proceeds
S-11
Capitalization
S-12
Description of the Notes and Guarantee
S-13
Underwriting--Conflicts of Interest
S-25
Legal Matters
S-29
Experts
S-29
Prospectus

Page
Where You Can Find More Information

1
Risk Factors

2
The Company

2
Cautionary Statement Concerning Forward-Looking Statements

3
Use of Proceeds

4
Description of Capital Stock

4
Description of Warrants

8
Description of Debt Securities and Related Guarantees

8
Plan of Distribution

19
Ratio of Earnings to Fixed Charges

20
Federal Income Tax Considerations and Consequences of Your Investment

21
Description of the Partnership Agreement of American Campus Communities Operating Partnership LP

44
Policies With Respect to Certain Activities

48
Legal Matters

51
Experts

51
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. If you possess this prospectus supplement and the accompanying prospectus, you should research and observe these restrictions.
This prospectus supplement and the accompanying prospectus are not an offer to sell the notes and are not soliciting an offer to buy the notes in
any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to
whom it is not permitted to make such offer or sale. See "Underwriting--Conflicts of Interest."

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the terms of the notes and the offer and sale of the
notes and also adds to and updates information contained in the accompanying prospectus and in the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information about
securities we may offer from time to time, some of which does not apply to the notes or this offering. To the extent any inconsistency or conflict
exists between the information included in this prospectus supplement and the information included in the accompanying prospectus or the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus prior to the date of this prospectus
supplement, the information included in this prospectus supplement updates and supersedes the information included in the accompanying
prospectus or such documents incorporated by reference into this prospectus supplement and the accompanying prospectus, as applicable. This
prospectus supplement and the accompanying prospectus incorporate by reference important business and financial information about us that is not
included in or delivered with this prospectus supplement or the accompanying prospectus.
This document is not a prospectus for the purposes of the Directive 2003/71/EC (and amendments thereto) as implemented in member states
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of the European Economic Area (the "Prospectus Directive"). This document has been prepared on the basis that all offers of notes offered hereby
made to persons in the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to
produce a prospectus in connection with offers of such notes.
The communication of this document and any other document or materials relating to the issue of any notes offered hereby is not being made,
and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the United Kingdom's
Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to,
and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), or within
Article 49(2)(a) to (d) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, the notes offered hereby are only
available to, and any investment or investment activity to which this prospectus supplement and the accompanying prospectus relates will be
engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus
supplement and the accompanying prospectus or any of their contents.
It is important for you to read and consider all information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus before making a decision to invest in the notes. You should also read and consider the information contained under the
headings "Available Information," "Incorporation by Reference" and "Where You Can Find More Information" in this prospectus supplement and
the accompanying prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus supplement and the accompanying
prospectus to "we," "us" or "our" mean American Campus Communities, Inc., or the "Company," and its consolidated subsidiaries, including
American Campus Communities Operating Partnership LP, or the "Operating Partnership." The Company is the sole member of the sole general
partner of the Operating Partnership.

S-ii
Table of Contents
SUMMARY
This summary contains basic information about us, the notes and this offering. Because this is a summary, it does not contain all of the
information you should consider before making a decision to invest in the notes. You should carefully read this summary together with the
more detailed information and financial statements and notes thereto contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus.
The Operating Partnership and the Company
We are a fully integrated, self-managed and self-administered equity real estate investment trust, or REIT, with expertise in the
acquisition, design, financing, development, construction management, leasing and management of student housing properties. Through our
controlling interest in the Operating Partnership, we are one of the largest owners, managers and developers of high quality student housing
properties in the United States in terms of beds owned and under management. As of June 30, 2015, our property portfolio contained 159
properties with approximately 96,400 beds in approximately 31,400 apartment units. As of June 30, 2015, our property portfolio consisted of
134 owned off-campus properties that are in close proximity to colleges and universities, 20 American Campus Equity (ACE®) properties
operated under ground/facility leases with 10 university systems and five on-campus participating properties operated under ground/facility
leases with the related university systems. Of the 159 properties, as of June 30, 2015, we had under development eight properties, which,
when completed, will contain a total of approximately 5,200 beds in approximately 1,400 units. Our communities contain modern housing
units and are supported by a resident assistant system and other student-oriented programming, with many offering resort-style amenities.
Through one of our taxable REIT subsidiaries, we also provide construction management and development services, primarily for student
housing properties owned by colleges and universities, charitable foundations, and others.
As of June 30, 2015, also through one of our taxable REIT subsidiaries, we provided third-party management and leasing services for 39
properties that represented approximately 30,400 beds in approximately 11,600 units. Third-party management and leasing services are
typically provided pursuant to management contracts that have initial terms that range from one to five years. As of June 30, 2015 our total
owned and third-party managed portfolio was comprised of 198 properties with approximately 126,800 beds in approximately 43,000 units.
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The Operating Partnership is a subsidiary of the Company. The general partner of the Operating Partnership is American Campus
Communities Holdings, LLC ("ACC Holdings"), which is a wholly-owned subsidiary of the Company. As of June 30, 2015, ACC Holdings
held an ownership interest in the Operating Partnership of less than 1%. The limited partners of the Operating Partnership are the Company
and other limited partners consisting of current and former members of management and nonaffiliated third parties. As of June 30, 2015, the
Company owned an approximate 98.6% limited partnership interest in the Operating Partnership. As the sole member of ACC Holdings, which
is the sole general partner of the Operating Partnership, the Company has exclusive control of the Operating Partnership's day-to-day
management. Management operates the Company and the Operating Partnership as one business. The management of the Company consists of
the same members as the management of the Operating Partnership. The Company consolidates the Operating Partnership for financial
reporting purposes, and the Company does not have any significant assets other than its investment in the Operating Partnership. Therefore, the
assets and liabilities of the Company and the Operating Partnership are the same on their respective financial statements.
Our executive offices are located at 12700 Hill Country Blvd., Suite T-200, Austin, Texas 78738, and our telephone number is
(512) 732-1000.

S-1
Table of Contents
The Offering

Issuer
American Campus Communities Operating Partnership LP
Securities Offered
$400,000,000 aggregate principal amount of 3.350% Senior Notes due 2020
Maturity Date
The notes will mature on October 1, 2020 unless redeemed at our option prior to such date.
Interest Rate
3.350% per year, accruing from September 22, 2015.
Interest Payment Dates
April 1 and October 1 of each year, beginning on April 1, 2016
Optional Redemption
We may, at our option, redeem the notes, in whole at any time or in part from time to
time, in each case prior to September 1, 2020 (one month prior to the stated maturity date
of the notes), at a redemption price equal to the greater of (1) 100% of the principal
amount of the notes to be redeemed and (2) a "make-whole" amount, plus, in each case,
unpaid interest, if any, accrued to, but not including, the date of redemption. In addition, at
any time on or after September 1, 2020, we may, at our option, redeem the notes, in whole
at any time or in part from time to time, at a redemption price equal to 100% of the
principal amount of the notes to be redeemed plus unpaid interest, if any, accrued to, but
not including, the date of redemption.
Guarantee
The notes will be fully and unconditionally guaranteed by the Company. The guarantee
will be a senior unsecured obligation of the Company and will rank equally in right of
payment with other senior unsecured indebtedness of the Company from time to time
outstanding. The Company does not have any significant assets other than its investment in
the Operating Partnership.
Use of Proceeds
The net proceeds from the sale of the notes are estimated to be approximately
$395.3 million after deducting the underwriting discount and our estimated offering
expenses. The Operating Partnership intends to use the net proceeds to repay the
outstanding balance of our revolving credit facility, to fund our current development
pipeline and potential acquisitions of student housing properties and for general business
purposes. See "Use of Proceeds" in this prospectus supplement.
Conflicts of Interest
Affiliates of certain of the underwriters are lenders under our revolving credit facility and
will receive their pro rata portions of any amounts repaid under our revolving credit
facility. See "Underwriting--Conflicts of Interest" in this prospectus supplement.

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S-2
Table of Contents
Certain Covenants
Various covenants will apply to the notes, including the following:

· We may not, in general, incur Indebtedness if the new Indebtedness would cause the
aggregate principal amount of our total Indebtedness, excluding Intercompany
Indebtedness, to be more than 60% of our Total Assets and certain other assets.

· We may not incur Secured Debt if the new Secured Debt would cause our total
Secured Debt to be more than 40% of our Total Assets and certain other assets.

· We are required to maintain Total Unencumbered Assets of at least 150% of our total
Unsecured Debt. All investments by us in unconsolidated joint ventures,
unconsolidated limited partnerships, unconsolidated limited liability companies and
other nonconsolidated entities will be excluded from Total Unencumbered Assets to
the extent that such investments would have otherwise been included.

· We may not incur Indebtedness if the new Indebtedness would cause our ratio of
Consolidated Income Available for Debt Service to Interest Expense for our most
recently completed four fiscal quarters to be less than 1.5 to 1, determined on a pro
forma basis, subject to certain assumptions.

· We may not consummate a merger, consolidation or sale of all or substantially all of
our assets.

These covenants are subject to a number of important exceptions and qualifications. For
further information and the definition of the terms used above, see "Description of the
Notes and Guarantee--Certain Covenants" in this prospectus supplement.
No Limitation on Incurrence of New Debt
Subject to compliance with covenants relating to our aggregate secured and unsecured
debt, aggregate secured debt, maintenance of total unencumbered assets and debt service
coverage, the indenture will not limit the amount of debt we may issue under the indenture
or otherwise.
Ranking
The notes will be the direct, unsecured and unsubordinated indebtedness of the Operating
Partnership and will rank equally in right of payment with all of the Operating
Partnership's other unsecured and unsubordinated indebtedness from time to time
outstanding, and effectively junior to (i) all of the liabilities and any preferred equity of the
Operating Partnership's subsidiaries, and (ii) all of the Operating Partnership's debt that is
secured by the Operating Partnership's assets, to the extent of the value of the assets
securing such debt.

As of June 30, 2015, the Operating Partnership had outstanding $1,627.8 million of
unsecured indebtedness and no secured indebtedness. As of June 30, 2015, the Operating
Partnership's subsidiaries had $1,050.3 million of total liabilities (excluding unamortized
debt premiums and discounts, intercompany debt, guarantees of debt of the Operating
Partnership, accrued expenses and trade payables) and no preferred equity of such
subsidiaries was outstanding.

S-3
Table of Contents
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Further Issuances
The Operating Partnership may, from time to time, without notice to or the consent of the
holders of the notes offered by this prospectus supplement, increase the principal amount of
this series of notes under the indenture and issue such additional debt securities, in which
case any additional debt securities so issued will have the same form and terms (other than
the date of issuance and, under certain circumstances, the date from which interest thereon
will begin to accrue), and will carry the same right to receive accrued and unpaid interest,
as the notes offered by this prospectus supplement, and such additional debt securities will
form a single series with the notes offered by this prospectus supplement.
No Public Market
The notes are a new issue of securities with no established trading market. We do not
intend to apply for listing of the notes on any securities exchange or for quotation of the
notes on any automated dealer quotation system. The underwriters have advised us that
they intend to make a market in the notes after this offering is completed, but they are not
obligated to do so and may discontinue any market-making at any time without notice to or
consent of existing noteholders.
Book-Entry Form
The notes will be issued in book-entry only form and will be represented by one or more
permanent global certificates deposited with a custodian for, and registered in the name of
a nominee of, The Depository Trust Company, commonly known as DTC, in New York,
New York. Beneficial interests in the global certificates representing the notes will be
shown on, and transfers will be effected only through, records maintained by DTC and its
direct and indirect participants and such interests may not be exchanged for certificated
notes, except in limited circumstances.
Risk Factors
You should read carefully the "Risk Factors" beginning on page S-5 of this prospectus
supplement, as well as the "Risk Factors" incorporated by reference from our Annual
Report on Form 10-K for the year ended December 31, 2014, before making a decision to
invest in the notes.
Trustee
U.S. Bank National Association
Governing Law
State of New York

S-4
Table of Contents
RISK FACTORS
In addition to other information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus issued by us, you should carefully consider the risks described below and incorporated herein and therein by reference from
our Annual Report on Form 10-K for the year ended December 31, 2014 and other subsequent filings of the Company and the Operating
Partnership under the Securities Exchange Act of 1934, as amended, or the "Exchange Act," before making a decision to invest in the notes. These
risks are not the only ones faced by us. Additional risks not presently known to us or that we currently deem immaterial could also materially and
adversely affect our business, financial condition, liquidity, results of operations and prospects. The trading price of the notes could decline due to
any of these risks, and you may lose all or part of your investment. This prospectus supplement, the accompanying prospectus and the documents
incorporated herein and therein by reference also contain forward-looking statements that involve risks and uncertainties. Actual results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below
and elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Please
refer to the section below entitled "Forward-Looking Statements" in this prospectus supplement.
Risks Related to this Offering
Our substantial indebtedness could materially and adversely affect us and the ability of the Operating Partnership to meet its debt service
obligations under the notes.
As of June 30, 2015, the Operating Partnership's total consolidated indebtedness was approximately $2,678.1 million (excluding unamortized
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debt premiums and discounts). We have a $500 million unsecured revolving credit facility, under which approximately $270.6 million was
available at June 30, 2015.
Our level of indebtedness and the limitations imposed on us by our debt agreements could have significant adverse consequences to holders
of the notes, including the following:

·
our cash flow may be insufficient to meet our debt service obligations with respect to the notes and our other indebtedness, which

would enable the lenders and other debtholders to accelerate the maturity of their indebtedness, or be insufficient to fund other
important business uses after meeting such obligations;

·
we may be unable to borrow additional funds as needed or on favorable terms;

·
we may be unable to refinance our indebtedness at maturity or earlier acceleration, if applicable, or the refinancing terms may be less

favorable than the terms of our original indebtedness or otherwise be generally unfavorable;

·
because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest

expense;

·
we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

·
we may default on our secured indebtedness and the lenders may foreclose on our properties or our interests in the entities that own the

properties that secure such indebtedness and receive an assignment of rents and leases; and

·
we may violate restrictive covenants in our debt agreements, which would entitle the lenders and other debtholders to accelerate the

maturity of their indebtedness.
If any one of these events were to occur, our business, financial condition, liquidity, results of operations and prospects, as well as the
Operating Partnership's ability to satisfy its obligations with respect to the notes, could be materially and adversely affected. Furthermore,
foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder the Company's ability to meet
the REIT distribution requirements imposed by the Internal Revenue Code of 1986, as amended, or the "Code."

S-5
Table of Contents
The effective subordination of the notes may limit the Operating Partnership's ability to meet its debt service obligations under the notes.
The notes will be senior unsecured indebtedness of the Operating Partnership and will rank equally in right of payment with all of the
Operating Partnership's other senior unsecured indebtedness. However, the notes will be effectively subordinated in right of payment to all of the
secured indebtedness of the Operating Partnership to the extent of the value of the collateral securing such indebtedness. While the indenture
governing the notes will limit our ability to incur additional secured indebtedness in the future, it will not prohibit us from incurring such
indebtedness if we are in compliance with certain financial ratios and other requirements at the time of its incurrence. In the event of a bankruptcy,
liquidation, dissolution, reorganization or similar proceeding with respect to us, the holders of any secured indebtedness will be entitled to proceed
directly against the collateral that secures the secured indebtedness. Therefore, such collateral will not be available for satisfaction of any amounts
owed under our unsecured indebtedness, including the notes, until such secured indebtedness is satisfied in full. As of June 30, 2015, the Operating
Partnership had no outstanding secured indebtedness.
The notes also will be effectively subordinated to all liabilities, whether secured or unsecured, and any preferred equity of the subsidiaries of
the Operating Partnership. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding with respect to any such
subsidiary, the Operating Partnership, as a common equity owner of such subsidiary, and therefore holders of our debt, including the notes, will be
subject to the prior claims of such subsidiary's creditors, including trade creditors, and preferred equity holders. As of June 30, 2015, the Operating
Partnership's subsidiaries had $1,050.3 million of total liabilities (excluding unamortized debt premiums and discounts, intercompany debt,
guarantees of debt of the Operating Partnership, accrued expenses and trade payables) and no preferred equity of such subsidiaries was outstanding.
Furthermore, while the indenture governing the notes will limit the ability of our subsidiaries to incur additional unsecured indebtedness in the
future, it will not prohibit our subsidiaries from incurring such indebtedness if such subsidiaries are in compliance with certain financial ratios and
other requirements at the time of its incurrence.
We may not be able to generate sufficient cash flow to meet our debt service obligations.
Our ability to meet our debt service obligations on, and to refinance, our indebtedness, including the notes, and to fund our operations,
working capital, acquisitions, capital expenditures and other important business uses, depends on our ability to generate sufficient cash flow in the
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424B2
future. To a certain extent, our cash flow is subject to general economic, industry, financial, competitive, operating, legislative, regulatory and
other factors, many of which are beyond our control.
We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of cash will be available to
us in an amount sufficient to enable us to meet our debt service obligations on our indebtedness, including the notes, or to fund our other important
business uses. Additionally, if we incur additional indebtedness in connection with future acquisitions or development projects or for any other
purpose, our debt service obligations could increase significantly and our ability to meet those obligations could depend, in large part, on the
returns from such acquisitions or projects, as to which no assurance can be given.
We may need to refinance all or a portion of our indebtedness, including the notes, at or prior to maturity. Our ability to refinance our
indebtedness or obtain additional financing will depend on, among other things:

·
our financial condition, liquidity, results of operations and prospects and market conditions at the time; and

·
restrictions in the agreements governing our indebtedness.
As a result, we may not be able to refinance any of our indebtedness, including the notes, on favorable terms, or at all.
If we do not generate sufficient cash flow from operations, and additional borrowings or refinancings are not available to us, we may be
unable to meet all of our debt service obligations, including payments on the notes. As a result, we would be forced to take other actions to meet
those obligations, such as selling properties, raising equity or delaying capital expenditures, any of which could have a material adverse effect on
us. Furthermore, we cannot assure you that we will be able to effect any of these actions on favorable terms, or at all.

S-6
Table of Contents
Despite our substantial outstanding indebtedness, we may still incur significantly more indebtedness in the future, which would exacerbate
any or all of the risks described above.
We may be able to incur substantial additional indebtedness in the future. Although the agreements governing our revolving credit facility
and certain other indebtedness do, and the indenture governing the notes will, limit our ability to incur additional indebtedness, these restrictions
are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could
be substantial. To the extent that we incur substantial additional indebtedness in the future, the risks associated with our substantial leverage
described above, including our inability to meet our debt service obligations, would be exacerbated.
The Company has no significant operations, other than as the sole member of the sole general partner of the Operating Partnership, and
no significant assets, other than its investment in the Operating Partnership.
The notes will be fully and unconditionally guaranteed by the Company. However, the Company has no significant operations, other than as
the sole member of the sole general partner of the Operating Partnership, and no significant assets, other than its investment in the Operating
Partnership. Furthermore, the Company's guarantee of the notes will be effectively subordinated in right of payment to all liabilities, whether
secured or unsecured, and any preferred equity of its subsidiaries (including the Operating Partnership and any entity the Company accounts for
under the equity method of accounting). As of June 30, 2015, the Company's subsidiaries had $2,678.1 million of total liabilities (excluding
unamortized debt premiums and discounts, intercompany debt, guarantees of debt of the Operating Partnership, accrued expenses and trade
payables) and no preferred equity of such subsidiaries was outstanding.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require holders of indebtedness and lenders to
return payments received from guarantors.
Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee, such as the guarantee provided by
the Company, could be voided, and payment thereon could be required to be returned to the guarantor or to a fund for the benefit of the creditors of
the guarantor, if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee (i) received less than
reasonably equivalent value or fair consideration for the incurrence of the guarantee and (ii) one of the following was true:

·
the guarantor was insolvent or rendered insolvent by reason of the incurrence of the guarantee;

·
the guarantor was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small

capital; or

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424B2

·
the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to
determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

·
the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

·
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing

debts, including contingent liabilities, as they became absolute and mature; or

·
it could not pay its debts as they become due.

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The court might also void such guarantee, without regard to the above factors, if it found that a guarantor entered into its guarantee with
actual intent to hinder, delay, or defraud its creditors.
A court would likely find that a guarantor did not receive reasonably equivalent value or fair consideration for its guarantee unless it
benefited directly or indirectly from the issuance or incurrence of such indebtedness. If a court voided such guarantee, holders of the indebtedness
and lenders would no longer have a claim against such guarantor or the benefit of the assets of such guarantor constituting collateral that
purportedly secured such guarantee. In addition, the court might direct holders of the indebtedness and lenders to repay any amounts already
received from a guarantor.
In addition, any claims in respect of a guarantee could be subordinated to all other debts of that guarantor under principles of "equitable
subordination," which generally require that the claimant must have engaged in some type of inequitable conduct; the misconduct must have
resulted in injury to the creditors of the debtor or conferred an unfair advantage on the claimant; and equitable subordination must not be
inconsistent with other provisions of the U.S. Bankruptcy Code.
The indenture governing the notes will contain restrictive covenants that restrict our ability to expand or fully pursue our business
strategies.
The indenture governing the notes will contain financial and operating covenants that, among other things, will restrict our ability to take
specific actions, even if we believe them to be in our best interest, including restrictions on our ability to:

·
consummate a merger, consolidation or sale of all or substantially all of our assets; and

·
incur secured and unsecured indebtedness.
In addition, our revolving credit facility and certain other debt agreements require us to meet specified financial ratios and the indenture
governing the notes will require us to maintain at all times a specified ratio of unencumbered assets to unsecured debt. These covenants may
restrict our ability to expand or fully pursue our business strategies. Our ability to comply with these and other provisions of the indenture
governing the notes, our revolving credit facility and certain other debt agreements may be affected by changes in our operating and financial
performance, changes in general business and economic conditions, adverse regulatory developments or other events beyond our control. The
breach of any of these covenants could result in a default under our indebtedness, which could result in the acceleration of the maturity of such
indebtedness. If any of our indebtedness is accelerated prior to maturity, we may not be able to repay such indebtedness or refinance such
indebtedness on favorable terms, or at all.
There is no prior public market for the notes, so if an active trading market does not develop or is not maintained for the notes you may
not be able to resell them on favorable terms when desired, or at all.
Prior to this offering, there was no public market for the notes and we cannot assure you that an active trading market will ever develop for
the notes or, if one develops, will be maintained. Furthermore, we do not intend to apply for listing of the notes on any securities exchange or for
quotation of the notes on any automated dealer quotation system. The underwriters have informed us that they currently intend to make a market in
the notes after this offering is completed. However, the underwriters may cease their market making at any time without notice to or the consent of
existing noteholders. The lack of a trading market could adversely affect your ability to sell the notes when desired, or at all, and the price at which
you may be able to sell the notes. The liquidity of the trading market, if any, and future trading prices of the notes will depend on many factors,
including, among other things, prevailing interest rates, our financial condition, liquidity, results of operations and prospects, the market for similar
securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. It is possible that the market for
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