Obligation ACC Operating Group 3.3% ( US024836AE87 ) en USD

ACC Operating Group

99.9375 % ⇌

Etats-unis

US024836AE87 ( en USD )

3.3% par an ( paiement semestriel )

14/07/2026

Prospectus brochure de l'obligation ACC Operating Partnership US024836AE87 en USD 3.3%, échéance 14/07/2026

024836AE8

15/07/2025 ( Dans 65 jours )

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 ( Etats-unis ) , en USD, avec le code ISIN US024836AE87, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2026

424B5
424B5 1 d742601d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-224947 and 333-224947-01

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

Aggregate Offering Price

Registration Fee (1)
3.300% Senior Notes due 2026

$400,000,000

$48,480

(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 15, 2018)
$400,000,000

American Campus Communities Operating Partnership LP
3.300% Senior Notes due 2026
fully and unconditionally guaranteed by American Campus Communities, Inc.

American Campus Communities Operating Partnership LP (the "Operating Partnership") will pay interest on the notes semi-annually in arrears on
January 15 and July 15 of each year. The first interest payment will be made on January 15, 2020. The notes will mature on July 15, 2026. 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 applicable redemption price
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 December 31, 2018, 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)
99.704%
$398,816,000
Underwriting discount
0.625%
$
2,500,000
Proceeds, before expenses, to the Operating Partnership
99.079%
$396,316,000

(1)
Plus accrued interest from June 21, 2019, 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.
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
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 SA/NV, as operator of the Euroclear System, and Clearstream Banking, S.A., against payment in New York, New
York on or about June 21, 2019.

Joint Book-Running Managers
Deutsche Bank Securities
J.P. Morgan
Wells Fargo Securities
BofA Merrill Lynch

Jefferies

US Bancorp

Co-Managers
BBVA
Capital One Securities
KeyBanc Capital Markets
Regions Securities LLC

Sandler O'Neill + Partners, L.P.

The date of this prospectus supplement is June 12, 2019.
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
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
Use of Proceeds
S-11
Description of the Notes and Guarantee
S-12
Supplemental Federal Income Tax Considerations
S-24
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

46
Policies With Respect to Certain Activities

50
Legal Matters

53
Experts

53
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
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.
Notice to Prospective Investors in the European Economic Area
Neither of this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Directive (as defined
below). This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the
European Economic Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State") will only be made to a legal
entity which is a qualified investor under the Prospectus Directive ("Qualified Investors"). Accordingly any person making or intending to make an offer in
that Relevant Member State of notes which are the subject of the offering contemplated in this prospectus supplement may only do so with respect to
Qualified Investors. Neither the Operating Partnership nor the underwriters have authorised, nor do they authorise, the making of any offer of notes other
than to Qualified Investors. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended or superseded), and includes any relevant
implementing measure in the Relevant Member State.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97, as amended or superseded (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently
no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs.
Notice to Prospective Investors in the United Kingdom
The communication of this prospectus supplement, the accompanying prospectus 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 authorized 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 who have professional experience in matters relating to investments and
who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order"), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who
are 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.

S-ii
Table of Contents
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus supplement or 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-iii
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 March 31, 2019, our property portfolio contained 171 properties with approximately 109,400
beds. As of March 31, 2019, our property portfolio consisted of 131 owned off-campus properties that are in close proximity to colleges and
universities, 34 American Campus Equity (ACE®) properties operated under ground/facility leases and six on-campus participating properties
operated under ground/facility leases with the related university systems. Of the 171 properties, as of March 31, 2019, we had under development
eight properties, which, when completed, will contain a total of approximately 9,000 beds. 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 March 31, 2019, also through one of our taxable REIT subsidiaries, we provided third-party management and leasing services for 34
properties that represented approximately 24,300 beds. 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 March 31, 2019, our total owned and third-party managed portfolio was
comprised of 205 properties with approximately 133,700 beds.
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 March 31, 2019, 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 March 31, 2019, the Company owned an approximate
99.5% 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
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
Table of Contents
The Offering

Issuer
American Campus Communities Operating Partnership LP
$400,000,000 aggregate principal amount of 3.300% Senior Notes due
Securities Offered
2026
The notes will mature on July 15, 2026, unless redeemed at our
Maturity Date
option prior to such date.
Interest Rate
3.300% per year, accruing from June 21, 2019.
Interest Payment Dates
January 15 and July 15 of each year, beginning on January 15, 2020
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 May 15, 2026, (two
months prior to the stated maturity date of the notes) (the "Par Call
Date"), 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
the Par Call Date, 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 $394.3 million after deducting the underwriting
discount and our estimated offering expenses. We intend to use the
net proceeds to repay borrowings under our revolving credit facility,
to fund projects in 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
Certain underwriters or affiliates of certain 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--Conflicts of Interest" in this
prospectus supplement.

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.
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5

· ?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.

S-3
Table of Contents
As of March 31, 2019, the Operating Partnership had outstanding
$2,257.0 million of unsecured indebtedness (excluding deferred
financing costs and unamortized original issue discount on unsecured
notes) and no secured indebtedness. As of March 31, 2019, the
Operating Partnership's subsidiaries had $1,378.6 million of total
liabilities and no preferred equity of such subsidiaries was
outstanding.
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
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
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, 2018, 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, 2018 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 March 31, 2019, the Operating Partnership's total consolidated indebtedness was approximately $3,109.4 million. We have a $1 billion
unsecured revolving credit facility, under which approximately $542.6 million was available at March 31, 2019.
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
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 March 31, 2019, 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 March 31, 2019, the Operating Partnership's subsidiaries
had $1,378.6 million of total liabilities 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 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.
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
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 March 31, 2019, the Company's subsidiaries had $3,635.6 million of total liabilities 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

· 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.
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.

https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

424B5
S-7
Table of Contents
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 the notes will be subject to disruptions which may have
a negative effect on the holders of the notes, regardless of our financial condition, liquidity, results of operations or prospects.

S-8
Table of Contents
FORWARD-LOOKING STATEMENTS
We have made statements in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference that are
"forward-looking" in that they do not discuss historical facts, but instead note future expectations, projections, intentions or other items relating to the
future. These forward-looking statements include those made in the documents incorporated by reference in this prospectus. In particular, statements
pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, all of our statements
regarding anticipated growth in our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking
statements. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-
looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not
guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements
by the use of forward-looking terminology such as "believes," "expects," "may," "will," "should," "seeks," "approximately," "intends," "plans," "pro
https://www.sec.gov/Archives/edgar/data/1283630/000119312519173324/d742601d424b5.htm[6/14/2019 12:18:18 PM]

Document Outline

#1">
- #1">