Obligation Camden Property Trust 5.7% ( US133131AQ50 ) en USD

Camden Property Trust

100 % ▲

Etas-Unis

US133131AQ50 ( en USD )

5.7% par an ( paiement semestriel )

15/05/2017 - Obligation échue

Prospectus brochure de l'obligation Camden Property Trust US133131AQ50 en USD 5.7%, échue

1 000 USD

300 000 000 USD

133131AQ5

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Camden Property Trust ( Etas-Unis ) , en USD, avec le code ISIN US133131AQ50, paye un coupon de 5.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/05/2017

L'Obligation émise par Camden Property Trust ( Etas-Unis ) , en USD, avec le code ISIN US133131AQ50, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Camden Property Trust ( Etas-Unis ) , en USD, avec le code ISIN US133131AQ50, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d46028b5e424b5.htm PROSPECTUS SUPPLEMENT
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Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-135195
Prospectus Supplement
May 1, 2007
(To Prospectus dated June 21, 2006) $300,000,000

Camden Property Trust

5.700% Notes due 2017

The Notes will mature on May 15, 2017. Interest on the Notes will be payable May 15 and
November 15 of each year, beginning November 15, 2007. We may redeem the Notes in whole or in
part at any time or from time to time at the redemption price described in the section entitled
"Description of the Notes -- Optional Redemption." Under certain circumstances involving a change of
control, holders may be entitled to require us to repurchase some or all of their Notes at 101% of their
principal amount plus accrued and unpaid interest on a date designated by us after such change of
control.

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" incorporated by
reference from our Annual Report on Form 10-K for the year ended
December 31, 2006.

Per Note
Total

Public offering price(1)

99.65% $ 298,950,000
Underwriting discount

.65% $ 1,950,000
Proceeds, before expenses, to Camden Property Trust(1)

99.00% $ 297,000,000

(1) The public offering price and the proceeds to Camden Property Trust set forth above do not include accrued interest, if any.
Interest on the Notes will accrue from May 4, 2007.

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.

The underwriters expect to deliver the Notes only in book-entry form through the facilities of The
Depository Trust Company on or about May 4, 2007.

Joint Book-Running Managers

Banc of America Securities LLC
JPMorgan

Deutsche Bank Securities
Wachovia Securities

Citi
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Credit Suisse

Comerica Securities

Morgan Keegan & Company, Inc.

PNC Capital Markets LLC

Scotia Capital

SunTrust Robinson Humphrey

Wells Fargo Securities
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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 or the accompanying prospectus, 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-3
Use of Proceeds
S-6
Ratio of Earnings to Fixed Charges
S-6
Capitalization
S-7
Description of the Notes
S-8
Underwriting
S-14
Legal Matters
S-15
Experts
S-15

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
3
Description of Warrants
4
Description of Debt Securities
4
Plan of Distribution
13
Ratio of Earnings to Fixed Charges
14
Federal Income Tax Considerations and Consequences of Your Investment
15
Legal Matters
31
Experts
31
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Table of Contents
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
We are a real estate investment trust engaged in the ownership, development, construction and management of
multifamily apartment communities. As of March 31, 2007, we owned interests in, operated or were developing 198
multifamily properties comprising 68,090 apartment homes located in 13 states. We had 3,574 apartment homes under
development at 11 of our multifamily properties, including 1,528 apartment homes at five multifamily properties owned
through joint ventures and several sites we intend to develop into multifamily apartment communities. Additionally, three
properties comprised of 930 apartment homes were designated as held for sale.
Properties. The following table summarizes our multifamily property portfolio as of March 31, 2007, excluding land held
for future development:

Apartment Homes
Properties
Operating Properties

Las Vegas, Nevada
8,064
30
Dallas, Texas
7,773 20
Houston, Texas
5,696 13
Tampa, Florida
5,635 12
Charlotte, North Carolina
4,146
17
Washington, D.C. Metro
4,157
12
Orlando, Florida
3,296 8
Atlanta, Georgia
3,202 10
Raleigh, North Carolina
2,704
7
Denver, Colorado
2,529
8
Austin, Texas
2,525 8
Southeast Florida
2,520
7
Phoenix, Arizona
2,433 8
Los Angeles/Orange County, California
2,191
5
St. Louis, Missouri
2,123
6
Louisville, Kentucky
1,448
5
Corpus Christi, Texas
1,410
3
San Diego/Inland Empire, California
1,196
4
Other
1,468 4

Total Operating Properties 64,516
187

Properties Under Development

Washington, D.C. Metro
1,914
5
Houston, Texas
1,109 4
Los Angeles/Orange County, California
290
1
Orlando, Florida
261 1

Total Properties Under Development 3,574
11

Total Properties 68,090
198

Less: Joint Venture Properties

Las Vegas, Nevada
4,047
17
Dallas, Texas
456 1
Houston, Texas
1,946 6
Washington, D.C. Metro
508
1
Denver, Colorado
320 1
Phoenix, Arizona
992 4
Los Angeles/Orange County, California
711
2
St. Louis, Missouri
1,447
4
Louisville, Kentucky
1,194
4
Other
596 1

Total Joint Venture Properties 12,217
41

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Total Properties Owned 100%
55,873 157

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Table of Contents
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
$300,000,000 aggregate principal amount of 5.700% Notes due 2017 (the
"Notes").

Maturity
May 15, 2017.

Interest payment dates
Semi-annually in arrears on May 15 and November 15, commencing on
November 15, 2007.

Ranking
The Notes:

· will be our direct, senior, unsecured obligations;

· will rank equally with each other and 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.

Coupon step-up
If the rating on the Notes from Moody's Investors Service, Inc. ("Moody's")
is a rating set forth in the immediately following table, the per annum interest
rate on the Notes will increase from that set forth on the cover page of this
prospectus supplement by the percentage set forth opposite that rating:

Rating

Percentage
Ba1
0.25%
Ba2
0.50%
Ba3
0.75%
B1 or below
1.00%
If the rating on the Notes from Standard & Poor's Ratings Services, a
division of McGraw-Hill, Inc. ("S&P"), is a rating set forth in the
immediately following table, the per annum interest rate on the Notes will
increase from that set forth on the cover page of this prospectus
supplement by the percentage set forth opposite that rating:

Rating

Percentage
BB+
0.25%
BB
0.50%
BB-
0.75%
B+ or below
1.00%
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If Moody's or S&P subsequently increases its rating to any of the threshold
ratings set forth above, the per annum interest rate on the Notes will be
decreased such that the per annum interest rate equals the interest rate set
forth on the cover page of this prospectus supplement plus the percentages
set forth opposite the ratings from the tables above in effect immediately
following the increase. Each adjustment required by any decrease or
increase in a rating set forth above, whether occasioned by the action of
Moody's or S&P, shall be made independent of any and all other
adjustments. In no event shall (1) the per annum interest rate on the Notes
be reduced below the interest rate set forth on the cover page of this
prospectus supplement, and (2) the total increase in the per annum interest
rate on the Notes exceed 2.00% above the interest rate set forth on the
cover page of this prospectus supplement.

Optional redemption
We may redeem some or all of the Notes at any time or from time to time
at the redemption price set forth in the section entitled "Description of the
Notes--Optional Redemption."

Change of control
If a Change of Control Triggering Event (as defined herein) occurs, we will
be required to offer to purchase the Notes at a price equal to 101% of their
principal amount plus accrued and unpaid interest to, but excluding, the
repurchase date designated by us after such Change of Control Triggering
Event. See "Description of the Notes -- Change of Control Triggering
Event" in this prospectus supplement.

Covenants
The indenture governing the Notes will include restrictions on mergers,
consolidations and transfers of all or substantially all of our assets, but,
unlike our outstanding series of debt securities, will not include any
financial or other similar restrictive covenants that restrict our or our
subsidiaries' ability to incur additional indebtedness. See "Description of
the Notes -- Merger, Consolidation and Sale; No Financial Covenants" in
this prospectus supplement.

Use of proceeds
We intend to use the net proceeds of approximately $296,900,000, after
deducting the underwriting discount and our other expenses, to repay an
equal amount of the outstanding balance on our unsecured line of credit.
See "Use of Proceeds."
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USE OF PROCEEDS
We estimate that we will receive net proceeds of approximately $296,900,000 from the sale of the Notes offered by this
prospectus supplement, after deducting the underwriting discount and our other expenses related to this offering. We intend
to use the net proceeds to repay an equal amount of the outstanding balance under our unsecured line of credit. As of May 1,
2007, the outstanding balance under our unsecured line of credit was approximately $434 million. Our line of credit matures
in January 2010. The scheduled interest rate is based on spreads over the London Interbank Offered Rate, or LIBOR, or the
prime rate. The scheduled interest rate spreads are subject to change as our credit ratings change. Advances under the line of
credit may be priced at the scheduled rates, or we may enter into bid rate loans with participating banks at rates below the
scheduled rates. These bid rate loans have terms of six months or less and may not exceed the lesser of $300 million or the
remaining amount available under the line of credit. Affiliates of some of the underwriters of this offering are lenders under
the line of credit and, upon application of the net proceeds from this offering of the Notes, each will receive its proportionate
share of the amount of the line of credit to be repaid.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of our last five fiscal years and the three months ended March 31, 2007 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.

Three

Months

ended

Year ended December 31,

March 31,

2006(4)
2005(3)
2004(2)
2003(1)
2002

2007
Ratio of earnings to fixed
charges
1.79x
1.92x
1.21x
1.07x
1.28x
1.26x

(1) Earnings include a $2,590,000 impact related to gain on sales of properties. Excluding this impact, the ratio would be
1.04.
(2) Earnings include a $1,642,000 impact related to gain on sales of properties. Excluding this impact, the ratio would be
1.19.

(3) Earnings include a $132,914,000 impact related to gain on sales of properties. Excluding this impact, the ratio would be
0.98
(4) Earnings include a $97,452,000 impact related to gain on sales of properties. Excluding this impact, the ratio would be
1.14.
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Table of Contents
CAPITALIZATION
The following sets forth our debt and capitalization at March 31, 2007 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 March 31, 2007, which is incorporated by reference in
this prospectus supplement and the accompanying prospectus.

March 31, 2007

Actual
Adjustments
As Adjusted

(in thousands)
Notes Payable:

Unsecured $1,897,865

$
--(1)
$1,897,865
Secured 568,731

568,731

Total notes payable
2,466,596

2,466,596

Minority Interests
210,477

210,477

Shareholders' Equity:

Common shares of beneficial interest
654

654
Additional paid-in capital
2,199,713

2,199,713
Distributions in excess of net income
(243,786)

(243,786)
Employee notes receivable
(2,025)

(2,025)
Treasury shares, at cost (234,092)

(234,092)

Total shareholders' equity
1,720,464

1,720,464

Total capitalization
$4,397,537

$4,397,537

(1) Includes the repayment of approximately $296.9 million of the outstanding balance under our unsecured line of credit
and the receipt of the net proceeds of approximately $296.9 million from the Notes. As of March 31, 2007, the
outstanding balance under our unsecured line of credit was approximately $345.0 million. As of May 1, 2007, the
outstanding balance under our unsecured line of credit was approximately $434.0 million.
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