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EDUCATION REALTY TRUST, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

June 20, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 18, 2014, Education Realty Trust, Inc. (the "Company" or "EdR") and Education Realty Operating Partnership, LP (the "Operating Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named in Schedule I annexed thereto (the "Underwriters"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 21,300,000 shares of common stock, par value $0.01 per share, at a per share purchase price to the public of $10.20. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 3,195,000 additional shares of common stock, at the price to the public, less the underwriting discount. The common stock was offered and sold pursuant to a prospectus supplement, dated June 18, 2014, and a base prospectus, dated September 7, 2012, relating to the Company's effective shelf registration statement on Form S-3 (File No. 333-183790). A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing the pricing of the common stock offering is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in this Item 7.01 (including Exhibit 99.1 hereto), shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by EdR under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated June 18, 2014, by and between Education Realty Trust, Inc., Education Realty Operating Partnership, LP and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several underwriters named in Schedule I annexed thereto. 5.1 Opinion of Venable LLP regarding the legality of shares. 23.1 Consent of Venable LLP (included in Exhibit 5.1). 99.1 Press Release dated June 19, 2014.



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Source: Edgar Glimpses