$1.4-billionmerger

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Neither the pricing, nor the date for the sale to start, hasbeen disclosed, yet. In addition to the offering, the Austin-basedAmerican Campus Communities will grant underwriters an option topurchase up to an additional 675,000 shares of common stock tocover any over allotments. In a prospectus filed today with theSEC, American Campus Communities' outstanding common stock will be31.8 million shares after the offering. The fully diluted,outstanding common stock will be 33.7 million shares. AmericanCampus Communities is holding a commitment letter fromCleveland-based KeyBank Corp. for a $200-million secured loan,which is also being applied to the merger costs.

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In this morning's press release about the offering, AmericanCampus leaders said if the merger with Newton Square, PA-based GMHCommunities doesn't go through, then net proceeds from the stocksale will be used to pay down debt; fund its development pipeline,student housing acquisitions, and other corporate purposes.

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Merrill Lynch & Co. Inc. of New York City and KeyBancCapital Markets Inc. are the book-running managers for theoffering. Deutsche Bank Securities Inc. and JP Morgan SecuritiesInc., also New York City based, will serve as co-lead managers.

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In February when the merger was announced, Bill Bayless, CEO ofAmerican Campus Communities, had said the deal would open 41 newcollegiate markets and create growth opportunities in each of thelocal REIT's business segments. "We have strategically positionedthe company and our balance sheet to take advantage of value-addedacquisitions in this challenging economic environment," hesaid.

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