Obligation Camden Property Trust 4.875% ( US133131AS17 ) en USD

Camden Property Trust

102.25 % ⇌

Etas-Unis

US133131AS17 ( en USD )

4.875% par an ( paiement semestriel )

14/06/2023 - Obligation échue

Prospectus brochure de l'obligation Camden Property Trust US133131AS17 en USD 4.875%, échue

1 000 USD

250 000 000 USD

133131AS1

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Camden Property Trust ( Etas-Unis ) , en USD, avec le code ISIN US133131AS17, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2023

L'Obligation émise par Camden Property Trust ( Etas-Unis ) , en USD, avec le code ISIN US133131AS17, 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 US133131AS17, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-159372
CALCULATION OF REGISTRATION FEE

Proposed Maximum

Aggregate Offering
Amount of

Title of Each Class of Securities to be Registered
Price
Registration Fee(1)
4.625% Notes due 2021
$250,000,000
$29,025
4.875% Notes due 2023
$250,000,000
$29,025
Total
$500,000,000
$58,050

(1) Calculated in accordance with Rule 457(o), based on the proposed maximum aggregate offering price, and Rule 457(r) under the Securities Act of 1933, as
amended.
Prospectus Supplement
(To Prospectus dated May 20, 2009)
$500,000,000

Camden Property Trust
$250,000,000 4.625% Notes due 2021
$250,000,000 4.875% Notes due 2023
_______________________
The 2021 Notes will mature on June 15, 2021 and the 2023 Notes will mature on June 15, 2023. Interest on the Notes will be payable June 15 and December 15 of
each year, beginning on December 15, 2011. We may redeem the Notes in whole or in part at any time or from time to time at the redemption prices described on page S-
9 in the section entitled "Description of the Notes--Optional Redemption." The Notes will be issued in minimum denominations of $2,000 and integral multiples of
$1,000.
The Notes will be our direct, senior, unsecured obligations and will rank equally with all our other unsecured and unsubordinated indebtedness from time to time
outstanding.
Investing in the Notes involves risk. See "Risk Factors" beginning on page S-3 of this prospectus supplement and incorporated by reference from our Annual
Report on Form 10-K for the year ended December 31, 2010.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or determined that this prospectus
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supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
_________________

Proceeds,

Public Offering
Underwriting
Before

Price
Discount
Expenses, to us
Per 2021 Note
99.404%
0.69%
98.754%
2021 Note Total
$248,510,000
$ 1,625,000
$246,885,000
Per 2023 Note
98.878%
0.675%
98.203%
2023 Note Total
$247,195,000
$ 1,678,500
$245,507,500
Total
$495,705,000
$ 3,312,500
$492,392,500
The public offering prices and the proceeds to us set forth above do not include accrued interest, if any. Interest on the Notes will accrue from June 3, 2011.
We expect that delivery of the Notes will be made to investors through the book-entry delivery system of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator for the Euroclear System, against payment in New York, New
York on or about June 3, 2011.
_________________
Joint Book-Running Managers

BofA Merrill Lynch
Deutsche Bank Securities
J.P. Morgan
Credit Suisse
Morgan Stanley
Wells Fargo Securities
_________________
Co-Managers

Comerica Securities
Morgan Keegan
PNC Capital Markets LLC
Scotia Capital
SunTrust Robinson Humphrey
US Bancorp
The date of this prospectus supplement is May 31, 2011.
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We have not authorized any person to give any information or to make any representations other than those contained or incorporated by reference in this prospectus
supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and, if given or made, you
must not rely upon such information or representations as having been authorized. This prospectus supplement and the accompanying prospectus do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer
to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement or the accompanying
prospectus, nor any sale made under this prospectus supplement and the accompanying prospectus, shall under any circumstances create any implication that there has not
been any change in our affairs since the date of this prospectus supplement or that the information contained or incorporated by reference in this prospectus supplement
and the accompanying prospectus is correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS
Prospectus Supplement

Summary
S-1
Risk Factors
S-3
Use of Proceeds
S-5
Ratio of Earnings to Fixed Charges
S-5
Capitalization
S-6
Supplemental Federal Income Tax Considerations
S-7
Description of the Notes
S-8
Underwriting
S-17
Incorporation by Reference
S-19
Legal Matters
S-19
Experts
S-19
Prospectus

Where You Can Find More Information
1
The Company
2
Cautionary Statement Concerning Forward-Looking Statements
2
Use of Proceeds
3
Description of Capital Shares
4
Description of Warrants
5
Description of Debt Securities
5
Plan of Distribution
13
Ratio of Earnings to Fixed Charges
14
Federal Income Tax Considerations and Consequences of Your Investment
16
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
Camden Property Trust is a real estate investment trust ("REIT") engaged in the ownership, development, construction, and management of multifamily apartment
communities. As of March 31, 2011, we owned interests in, operated, or were developing 190 multifamily properties comprising 64,509 apartment homes across the
United States. Of the 190 properties, three properties were under development, and when completed will consist of a total of 711 apartment homes. In addition, we own
land parcels we may develop into multifamily apartment communities.
The Offering
For a more complete description of the Notes specified in the following summary, please see "Description of the Notes" in this prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

Securities offered
$250,000,000 aggregate principal amount of %4.625 Notes due June 15 2021 (the
"2021 Notes")

$250,000,000 aggregate principal amount of %4.875 Notes due June 15 2023 (the
"2023 Notes")

The 2021 and the 2023 Notes are collectively referred to in this prospectus
supplement as the "Notes."

Maturity
June 15, 2021 for the 2021 Notes

June 15, 2023 for the 2023 Notes

Interest payment dates
Semi-annually in arrears on June 15 and December 15, commencing on
December 15, 2011.
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.
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Use of proceeds
We intend to use the net proceeds of approximately $492.2, after deducting the
underwriting discounts and other expenses, from the Notes, together with cash on
hand, to repay our outstanding $500 million term loan. In conjunction with the
repayment of the $500 million term loan, we will dedesignate an interest rate swap
associated with the term loan and will recognize a non-cash charge of
approximately $30 million in the second quarter of 2011. See "Use of Proceeds."
S-1
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Table of Contents

Optional redemption
We may redeem some or all of the Notes at any time and from time to time at the
redemption prices set forth on page S-9 in the section entitled "Description of the
Notes--Optional Redemption." If, however, we redeem Notes of either series
90 days or fewer prior to their maturity date, the redemption price will equal 100%
of the principal amount of the Notes to be redeemed plus accrued and unpaid
interest on the amount being redeemed to the redemption date. See "Description of
the Notes--Optional Redemption."
Covenants
We will issue each series of Notes under an indenture with U.S. Bank National
Association. The indenture, among other things, restricts our ability to:

· borrow money;

· use assets as security in other transactions; and

· sell certain assets or merge into other companies.

See "Description of the Notes--Limitations on Incurrence of Indebtedness."
S-2
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Table of Contents
RISK FACTORS
Before you decide whether to purchase any Notes, in addition to the other information in this prospectus supplement and the accompanying prospectus, you should
carefully consider the risk factors set forth below and under the heading "Risk Factors" beginning on page 3 of our Annual Report on Form 10-K for the year ended
December 31, 2010, which is incorporated by reference into this prospectus supplement and the accompanying prospectus, as the same may be updated from time to time
by our future filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). For more information, see the section entitled "Incorporation by
Reference."
The Notes are effectively subordinated to all our existing and future secured debt and the debt and any preferred equity of our subsidiaries.
The Notes will be our senior unsecured obligations and will rank equally with each other and with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding. The Notes will be effectively subordinated to our mortgages and other secured indebtedness to the extent of the assets securing such debt and to
our subsidiaries' indebtedness to the extent of the assets of those subsidiaries. If we become insolvent or are liquidated, or if payment of any of our secured debt is
accelerated, the holders of that secured debt will be entitled to exercise the remedies available to secured lenders under applicable law, including the ability to foreclose on
and sell the assets securing such debt to satisfy such debt. In any such case, our remaining assets may be insufficient to repay the Notes.
Because we operate a significant portion of our business through subsidiaries, we derive revenues from, and hold assets through, those subsidiaries. In general, these
subsidiaries are separate and distinct legal entities. These subsidiaries will have no obligation to pay any amounts due on our debt securities, including the Notes, or to
provide us with funds for our payment obligations, whether by dividends, distributions, loans or otherwise. Our right to receive any assets of any subsidiary in the event of
a bankruptcy or liquidation of the subsidiary, and therefore the right of our creditors to participate in those assets, will be effectively subordinated to the claims of that
subsidiary's creditors, including trade creditors, and any preferred equity holders of that subsidiary, in each case to the extent that we are not recognized as a creditor of
such subsidiary. In addition, even where we are recognized as a creditor of a subsidiary, our rights as a creditor with respect to certain amounts are subordinated to other
indebtedness of that subsidiary, including secured indebtedness to the extent of the assets securing such indebtedness.
As of March 31, 2011, on a pro forma basis after giving effect to the issuance of the Notes offered hereby and the application of the proceeds from the offering, our and
our subsidiaries' total outstanding indebtedness would be approximately $2,474,520,000, of which approximately 57.4% would be unsecured.
The Notes restrict, but do not eliminate, the ability to incur additional debt or take other action that could negatively impact holders of the Notes.
Except as described under "Description of the Notes--Limitations on Incurrence of Indebtedness,"--Merger, Consolidation and Sale of Assets" and "--Covenants"
below and under "Description of Debt Securities--Merger, Consolidation and Sale of Assets" and " Description of Debt Securities--Covenants" in the accompanying
prospectus, the Indenture does not contain any other provisions that would limit our ability to incur indebtedness or that would afford holders of the Notes protection if we
were to engage in transactions such as a highly leveraged or similar transaction, a change of control or a reorganization, restructuring, merger or similar transaction. In
addition, subject to the limitations set forth under "Description of the Notes--Limitations on Incurrence of Indebtedness,"--Merger, Consolidation and Sale of Assets"
and "--Covenants" below and under "Description of Debt Securities--Merger, Consolidation and Sale of Assets" and " Description of Debt Securities--Covenants" in
the accompanying prospectus, we may, in the future, enter into transactions, such as the sale of all or substantially all of our assets or a merger or consolidation that would
increase the amount of our indebtedness or substantially reduce or eliminate our assets, which may have an adverse effect on our ability to service indebtedness, including
the Notes. We have no present intention of engaging in a highly leveraged or similar transaction.
S-3
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Table of Contents
There is no current public market for the Notes.
The Notes are a new issue of securities for which there is currently no trading market. We do not intend to apply for listing of the Notes on any securities exchange or
for inclusion of the Notes in any automated quotation system. We cannot guarantee:

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

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

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

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

· prevailing interest rates;

· our operating results and cash flows;

· credit rating or outlook changes; and

· the market for similar securities.
S-4
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