8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8‑K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 2016
Education Realty Trust, Inc.
Education Realty Operating Partnership, LP
(Exact Name of Registrant as Specified in Charter)
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Maryland | | 001-32417 | | 20-1352180 |
Delaware | | 333-199988-01 | | 20-1352332 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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999 South Shady Grove Road, Suite 600 Memphis, Tennessee | |
38120 |
(Address of Principal Executive Offices) | | (Zip Code) |
901-259-2500
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
Education Realty Trust, Inc. (the “Company”) and Education Realty Operating Partnership, LP (the “Operating Partnership”) are disclosing the information in Exhibit 99.1 hereto to amend and restate in its entirety, the disclosure under the heading “Material U.S. Federal Income Tax Considerations” included in the Company and the Operating Partnership’s Registration Statements on Form S-3 (File No. 333-199988) and (File No.333-199988-01), as filed by the Company and the Operating Partnership, respectively, with the Securities and Exchange Commission (the “SEC”) on November 7, 2014, and the disclosure included in Item 8.01 of the Current Report on Form 8-K of the Company and the Operating Partnership filed with the SEC on November 5, 2015 under the heading “Supplemental U.S. Federal Income Tax Considerations.” The Company is also disclosing the information in Exhibit 99.1 hereto to amend and restate in its entirety, the disclosure under the heading “Federal Income Tax Considerations” included in the Company’s Registration Statement on Form S-3 (File No. 333-131284), as filed by the Company with the SEC on January 25, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
99.1 | | Material U.S. Federal Income Tax Considerations
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| EDUCATION REALTY TRUST, INC. |
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Date: March 2, 2016 | By: | /s/ Edwin B. Brewer, Jr. |
| | Edwin B. Brewer, Jr. Executive Vice President and Chief Financial Officer |
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| EDUCATION REALTY OPERATING PARTNERSHIP, LP |
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Date: March 2, 2016 | By: EDUCATION REALTY OP GP, INC., its general partner |
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| | By: /s/ Edwin B. Brewer, Jr. |
| | Edwin B. Brewer, Jr. Executive Vice President and Chief Financial Officer |
Exhibit Index
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Exhibit No. | | Description |
99.1 | | Material U.S. Federal Income Tax Considerations
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