Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 28, 2012



Landmark Apartment Trust of America, Inc.

(Exact name of registrant as specified in its charter)




Maryland   000-52612   20-3975609
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


4901 Dickens Road, Suite 101

Richmond, Virginia

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (804) 237-1335

Former name or former address, if changed since last report: Not Applicable



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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Explanatory Note

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Landmark Apartment Trust of America, Inc. (the “Company”) hereby amends the Current Report on Form 8-K filed on September 4, 2012 (the “September 4, 2012 Form 8-K”) to provide information relating to the acquisition of one of the remaining multifamily apartment communities as described in such Current Report.


Item 2.01 Completion of Acquisition or Disposition of Assets.


As previously reported in our Current Report on Form 8-K filed on August 8, 2012, the Company and Landmark Apartment Trust of America Holdings, LP, the Company’s operating partnership (the “Operating Partnership” and, together with the Company, the “LATA Parties”), entered into a master contribution and recapitalization agreement and a series of separate interest contribution agreements (the “Interest Contribution Agreements”) to acquire a total of 21 multifamily apartment communities and one parcel of submerged land (the “Contributed Properties”), containing an aggregate of 6,079 units, in exchange for aggregate consideration valued at approximately $480.9 million (subject to customary prorations), including (i) approximately $185.2 million (subject to adjustment based on prorations and principal amortization) generally comprised of common units of limited partnership interest in the Operating Partnership (“Common Units”) valued at $8.15 per unit; (ii) approximately $14.0 million in cash; and (iii) the assumption by the LATA Parties of approximately $281.7 million of in-place mortgage indebtedness encumbering the Contributed Properties (based on principal amounts outstanding as of June 30, 2012).

Also as previously reported in the September 4, 2012 Form 8-K, as amended, the LATA Parties completed the acquisitions of 12 of the Contributed Properties, consisting of 11 multifamily apartment communities and the parcel of submerged land, between August 28, 2012 and October 22, 2012.

Completed Acquisitions

Landmark at Grand Palms

On October 31, 2012, the Company, through its Operating Partnership and pursuant to an Interest Contribution Agreement by and among the LATA Parties, Elco Landmark Residential Management, LLC, Elco Landmark Grand Palms Management, LLC, Legacy at Grand Palms LLC and Grand Palms Investor, LLC, acquired 100% of the membership interests in Landmark at Grand Palms Holdings, LLC, a Delaware limited liability company that owns Landmark at Grand Palms, LLC, which in turn owns as its sole asset one of the Contributed Properties (the “Landmark at Grand Palms Property”), in exchange for consideration valued at approximately $40,000,000 (subject to prorations and adjustments), including 2,341,841 Common Units valued at $8.15 per unit representing aggregate consideration of approximately $19,086,011 and the assumption of $20,951,384 of mortgage indebtedness. The Landmark at Grand Palms Property is an apartment community located in Tampa, Florida, comprised of approximately 369,362 rentable square feet and containing 438 units. As of October 31, 2012, the Landmark at Grand Palms Property was 96.4% occupied.

The Company assumed an aggregate of $20,951,384 in mortgage indebtedness in connection with the acquisition of the Landmark at Grand Palms Property, pursuant to two separate mortgages. The first, in the assumed principal amount of $18,581,501, has a fixed interest rate of 5.94% and matures on September 1, 2019. The second, in the assumed principal amount of $2,369,883, has a fixed interest rate of 6.58% and matures on September 1, 2019. Both loans are held by Fannie Mae and serviced by M&T Realty Capital Corporation.

In evaluating the acquisition described above and determining the appropriate amount of consideration to be paid, the Company considered a variety of factors, including property condition reports, tenant rent rolls, property location, visibility and access, age of the property, physical condition and curb appeal, review of an independent third-party appraisal, neighboring property uses, local market conditions, including vacancy rates, area demographics, including average household income, neighborhood growth patterns and economic conditions, and the presence of demand generators.



No additional compensation was paid to the Company’s former advisor or any other related party in connection with the acquisition described above. The Company currently has no plans for any renovations, improvements or development of the property described above and the Company believes the property is adequately insured.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 2.01 of this current report on Form 8-K is hereby incorporated by reference into this Item 2.03.


Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

Since it is impracticable to provide the required financial statements for the acquired real properties described in Item 2.01 above at the time of this filing, and no financial statements (audited or unaudited) are available at this time, the Company hereby confirms that the required financial statements will be filed on or before November 12, 2012, which date is within the period allowed to file such an amendment.

(b) Pro Forma Financial Information.

See paragraph (a) above.

(c) Shell Company Transactions


(d) Exhibits





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.


November 6, 2012     Landmark Apartment Trust of America, Inc.
    By:   /s/ B. Mechelle Lafon
    Name:   B. Mechelle Lafon
    Title:   Chief Financial Officer, Treasurer and Secretary