UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): December 6, 2013

 

 

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)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

4901 Dickens Road, Suite 101

Richmond, Virginia

  23230
(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))

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets

Acquisition of the Fountains Property

On December 6, 2013, Landmark Apartment Trust of America, Inc. (the “Company”), through a wholly-owned subsidiary of Landmark Apartment Trust of America Holdings LP (the “Operating Partnership”), its operating partnership, acquired a 20% managing membership interest in Landmark at Garden Square, LLC, which owns as its sole asset a multifamily residential apartment project in Palm Beach Gardens, Florida, known as The Fountains (the “Fountains Property”). The aggregate consideration paid for the 20% membership interest in Landmark at Garden Square, LLC consisted of the issuance of 604,906 common limited partnership units (“OP Units”) in the Operating Partnership valued at $8.15 per unit representing aggregate consideration of approximately $4,929,988. The Fountains Property is an apartment community located in Palm Beach Gardens, Florida, comprised of approximately 548,444 rentable square feet containing 542 units. As of December 6, 2013, the Fountains Property was 96% occupied.

The existing mortgage remaining in place after the acquisition of the managing membership interest in Landmark at Garden Square, LLC had an outstanding balance as of closing of approximately $45,200,000. The mortgage loan is held by Fannie Mae and is serviced by Berkadia Commercial Mortgage, LLC. Interest accrues on the loan at a fixed rate equal to 3.78% and the loan matures on March 2019.

The contributor of the Fountains Property is Elco Landmark at Garden Square Management, LLC, which is affiliated with Messrs. Lubeck, Salkind and Kobel, three of the directors of the Company.

While the acquisition of the Fountains Property is individually insignificant for purposes of the reporting requirements of Form 8-K, the property is related to the properties described in the Company’s Current Report on Form 8-K filed on October 9, 2013, the Company’s Current Report on Form 8-K filed on October 22, 2013, and the Company’s Current Report on Form 8-K filed on November 22, 2013, and such properties are significant in the aggregate.

In evaluating the acquisition of the property 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, 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.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above under Item 2.01 regarding the issuance of OP Units is incorporated herein by reference.

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 property 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 such financial statements, to the extent required, will be filed on or before the date which is within the period allowed to file such an amendment.

 

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(b) Pro Forma Financial Information.

See paragraph (a) above.

(c) Shell Company Transactions

None.

(d) Exhibits

None.

 

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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.

 

December 12, 2013     Landmark Apartment Trust of America, Inc.
    By:  

/s/ B. Mechelle Lafon

    Name:   B. Mechelle Lafon
    Title:   Assistant Chief Financial Officer, Treasurer and Secretary

 

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