UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Pursuant to the underwriting agreement (the “Underwriting Agreement”), dated April 7, 2022, between Camden Property Trust (the “Company”), on one hand, and BofA Securities, Inc. and Wells Fargo Securities, LLC, as underwriters (collectively, the “Underwriters”), on the other hand, the Company agreed to issue and sell to the Underwriters 2,900,000 common shares of the Company, par value of $0.01 per share (the “Common Shares”), and an option to purchase up to an additional 435,000 Common Shares.
The Company intends to use the net proceeds to reduce borrowings under its $900 million unsecured line of credit incurred to fund the acquisition from Teacher Retirement System of Texas of its 68.7% interest in two of the Company’s investment funds and for general corporate purposes, which may include financing for acquisitions and funding for development activities.
Affiliates of the Underwriters are lenders under the Company’s unsecured line of credit, and any of the Underwriters or their affiliates may, at any time, be holders of the Company’s other indebtedness. Such Underwriter or its affiliate will therefore receive its proportionate share of any proceeds of this offering used to repay indebtedness under the unsecured line of credit or other indebtedness, to the extent it is a lender thereunder.
The Underwriters and their affiliates have provided, from time to time, and may continue to provide, investment banking, financial and other services to the Company, for which the Company has paid, and intends to pay, customary fees. In addition, the Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investment and securities activities may involve securities and instruments of the Company. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
The description herein of the Underwriting Agreement is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Underwriting Agreement filed as Exhibit 1.1 hereto.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Title | |
| 1.1 | Underwriting Agreement, dated April 7, 2022, between Camden Property Trust, on one hand, and BofA Securities, Inc. and Wells Fargo Securities, LLC, on the other hand | |
| 5.1 | Opinion of Dentons US LLP as to the legality of the securities registered | |
| 8.1 | Opinion of Dentons US LLP as to certain tax matters | |
| 23.1 | Consent of Dentons US LLP (included in Exhibit 5.1 hereto) | |
| 23.2 | Consent of Dentons US LLP (included in Exhibit 8.1 hereto) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 12, 2022
| CAMDEN PROPERTY TRUST | ||
| By: | /s/ Michael P. Gallagher | |
| Michael P. Gallagher | ||
| Senior Vice President - Chief Accounting Officer | ||
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