Current Report Filing (8-k)

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): March 2, 2016

CAMPUS CREST COMMUNITIES, INC.

(HSRE Quad Merger Sub, LLC as successor by merger to Campus Crest Communities, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-34872	27-2481988
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation or organization)		Identification No.)

2100 Rexford Road, Suite 414
Charlotte, North Carolina	28211
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 496-2500

Not Applicable

(Former name or former address, if changed since last report)

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 1.01

Entry into a Material Definitive Agreement.

Consummation of Merger

As previously announced, on October 16, 2015, Campus Crest Communities, Inc. (the “Company”), HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), HSRE Quad Merger Sub, LLC, a Maryland limited liability company and wholly owned subsidiary of Parent (“Merger Sub”), and CCGSR, Inc., a Delaware corporation, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Parent is an affiliate of Harrison Street Real Estate Capital, LLC (“Harrison Street”).

On March 2, 2015, in accordance with the terms of the Merger Agreement, the Company was merged with and into Merger Sub (the “Merger”), with Merger Sub surviving as a wholly owned subsidiary of Parent (the “Surviving Entity”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share (other than treasury shares, shares owned by any direct or indirect wholly owned subsidiary of the Company, or shares owned directly or indirectly by Parent or Merger Sub) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), was converted into the right to receive $7.018 per share (the “Merger Consideration”). Immediately prior to the effective time of the Merger, each share of restricted stock of the Company that was subject to vesting or other lapse restrictions pursuant to the Company’s Amended and Restated Equity Incentive Compensation Plan or any restricted stock award agreement (but excluding 50,000 shares of restricted stock held by Mr. Aaron Halfacre, the Company’s President and Chief Investment Officer, that were forfeited prior to the effective time of the Merger), automatically vested and all restrictions thereon lapsed, and all such restricted stock was cancelled and converted into the right to receive the Merger Consideration, without interest, less any applicable tax withholding. Prior to the closing of the Merger, all of the escrowed monies related to the previously disclosed sale of the Company’s Montreal joint venture interests were released from escrow. Accordingly, it will not be necessary for the parties to issue a contingent value right for any portion of the Merger Consideration.

In connection with the consummation of the Merger, the Company set aside sufficient funds for the redemption of each share of its 8.00% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), that was issued and outstanding immediately prior to the effective time of the Merger, to be held for the benefit of the holders of the Series A Preferred Stock. In connection therewith, each share of Series A Preferred Stock that was issued and outstanding immediately prior to the effective time of the Merger will be redeemed by the Surviving Entity on March 3, 2016 (the “Redemption Date”), in exchange for the payment of an amount in cash equal to $27.256 per share, which is comprised of (i) $25.00 per share, plus (ii) accrued and unpaid dividends to, but not including, the Redemption Date, in the amount of $2.256 per share.

The description of the Merger contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2015.

OP Merger Agreement

On March 2, 2016, Merger Sub entered into a separate agreement and plan of merger (the “OP Merger Agreement”) with HSRE Quad OP Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub (the “OP Merger Sub”), and Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), pursuant to which OP Merger Sub merged (the “OP Merger”) with and into the Operating Partnership, with the Operating Partnership surviving the OP Merger. Pursuant to the terms of the OP Merger Agreement, at the effective time of the OP Merger, each outstanding limited partnership unit in the Operating Partnership was converted into the right to receive an amount equal to the Merger Consideration.

The foregoing description of the OP Merger Agreement is qualified in its entirety by reference to the OP Merger Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Supplemental Indenture

With respect to the Operating Partnership’s outstanding 4.75% Exchangeable Senior Notes due 2018 (the “Notes”), in connection with the consummation of the Merger, and pursuant to the terms of the Indenture dated as of October 9, 2013 (the “Indenture”), by and among the Operating Partnership as issuer (the “Issuer”), the Company as guarantor (the “Original Guarantor”) and US Bank National Association as trustee (the “Trustee”), on March 2, 2016, the Issuer, the Trustee and Merger Sub as new guarantor (the “New Guarantor”) entered into a Supplemental Indenture (the “Supplemental Indenture”). Pursuant to the terms of the Supplemental Indenture, the New Guarantor succeeds to all of the rights and obligations of the Original Guarantor under the Indenture and assumes the Guarantee Obligations (as defined in the Indenture) under the Notes.

In accordance with the applicable provisions of the Indenture and the Supplemental Indenture, in connection with the consummation of the Merger, if a Holder (as defined in the Indenture) of Notes were to convert the Notes, such Holder would be entitled to receive an amount equal to $558.65 for each $1,000 of principal amount of the Notes. Such amount is equal to the amount that such Holder would have received as Merger Consideration had such Holder converted its Notes at the Exchange Rate (as defined in the Indenture) in effect immediately prior to the consummation of the Merger.

Promptly following the consummation of the Merger, the Operating Partnership will commence an offer to purchase the outstanding Notes on the terms and conditions to be set forth in the documents related thereto and the underlying Indenture and the Supplemental Indenture.

The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the press release announcing the closing of the Merger is attached hereto as Exhibit 99.1.

Item 1.02

Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, that certain Second Amended and Restated Credit Agreement, dated as of January 8, 2013, by and among the Operating Partnership, the Company, the other guarantors named therein, the initial lenders, initial issuing bank and swing line bank named therein, the co-syndication agents, documentation agents, joint lead arrangers and joint book running managers named therein, and Citibank, N.A. as administrative agent (as amended by the First Amendment to the Second Amended and Restated Credit Agreement, dated as of February 22, 2013, the “Credit Agreement”), was terminated. There were no outstanding loan borrowings under the Credit Agreement at the time of its termination.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 26, 2016, the Company notified the New York Stock Exchange (the “NYSE”) of the proposed consummation of the Merger and requested that the NYSE file with the SEC an application on Form 25 to delist and deregister the Common Stock and the Series A Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result of the consummation of the Merger and such notification and request, the last day of trading of the Common Stock on the NYSE was March 2, 2016. The Company intends to file a Form 15 with the SEC requesting the deregistration of the Common Stock and the Series A Preferred Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03

Material Modifications to Rights of Security Holders.

The disclosure set forth in Item 1.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01

Changes in Control of Registrant.

The disclosure set forth in Item 1.01 and in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the effective time of the Merger, all directors and executive officers of the Company ceased serving in such capacities. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Exhibit Description
4.1	Supplemental Indenture dated as of March 2, 2016, by any among Campus Crest Communities Operating Partnership, LP, HSRE Quad Merger Sub, LLC and US Bank National Association.
10.1	Agreement and Plan of Merger dated as of March 2, 2016, by and among Campus Crest Communities Operating Partnership, LP, HSRE Quad Merger Sub, LLC and HSRE Quad OP Merger Sub, LLC.
99.1	Press release issued by Campus Crest Communities, Inc., dated March 2, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, HSRE Quad Merger Sub, LLC, as successor by merger to Campus Crest Communities, Inc., has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HSRE Quad Merger Sub, LLC

By: HSRE Quad Merger Parent, LLC, its sole member

By: /s/ Stephen M. Gordon

Name: Stephen M. Gordon

Title: Manager

Dated: March 2, 2016

Exhibit 4.1

CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, LP, as Issuer

HSRE QUAD MERGER SUB, LLC, as New Guarantor

4.75% Exchangeable Senior Notes Due 2018

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 2, 2016

to INDENTURE

Dated as of October 9, 2013

U.S. BANK NATIONAL ASSOCIATION, as TRUSTEE

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 2, 2016, between Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (“Issuer”), HSRE Merger Sub, LLC, a Delaware limited liability company (the “New Guarantor”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (“Trustee”). Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

RECITALS

WHEREAS, the Issuer, Campus Crest Communities, Inc., a Maryland corporation ( the “Old Guarantor”), and the Trustee are parties to the Indenture dated as of October 9, 2013 (the “Indenture”), under which the Issuer issued the Notes.

WHEREAS, the Old Guarantor entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 16, 2015, by and among by and among HSRE Quad Merger Parent, LLC, a Delaware limited liability company (“Parent”), the New Guarantor, CCGSR, Inc., a Delaware corporation, and the Old Guarantor, pursuant to which the Old Guarantor merged with and into the New Guarantor , with the New Guarantor being the surviving entity ( the “Merger”). Upon the consummation of the Merger, the New Guarantor distributed approximately 72% assets by value of the Old Guarantor to HSRE Quad Core Holding 2, LLC, an indirect parent of the New Guarantor, and distributed the remaining assets to two separate entities (the “Asset Allocation” together with the Merger, the “Transactions”).

WHEREAS, pursuant to this Supplemental Indenture, the New Guarantor will succeed to all of the rights and obligations of the Old Guarantor under the Indenture and will assume the Guarantee Obligations under the Notes on the terms and conditions set forth herein and under the Indenture;

WHEREAS, as a result of the Transactions, the consideration payable for each outstanding share of Common Stock is $7.018 per share of Common Stock in cash without interest, subject to any applicable withholding tax (the “Merger Consideration”);

WHEREAS, as a result of the Transactions, the holders of outstanding shares of Common Stock received Reference Property solely consisting of the Merger Consideration;

WHEREAS, pursuant to Section 13.05(a) of the Indenture, and as a result of the Transactions and the receipt of Reference Property by the holders of outstanding shares of Common Stock, the Issuer, the New Guarantor and the Trustee shall enter into this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and not withstanding any provision of the Indenture which, absent this Supplemental Indenture, might operate to limit such action, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.1 Guarantee. The New Guarantor acknowledges that is has received and reviewed a copy of the Indenture, including the obligations of the Guarantee pursuant to Article XV thereof, and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join an become party to the Indenture as indicated by its signature below; (ii) to be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture, including, but not limited to, those obligations pursuant to Article XV of the Indenture.

Section 1.2 Amendment. For the avoidance of doubt, the definition of “General Partner” under the Indenture shall mean “Campus Crest Communities GP, LLC”.

Section 1.3 Effect of Reclassification, Consolidation, Merger or Sale. As a result of the Transactions and pursuant to Article 13 of the Indenture, the Exchange Obligation in respect of the Notes converted following the date of this Supplemental Indenture shall be computed in the same manner as set forth in Section 13.03(a) of the Indenture, except that the Daily Exchange Value of the Common Stock shall be deemed to equal 100% of the value of any Exchange Property consisting of cash received per share of Common Stock. As a result of the foregoing, upon compliance with all the applicable provisions of the Indenture and upon conversion of Notes by any Holder, such Holder shall be entitled to receive Reference Property equal to $558.65 in Merger Consideration for each $1,000 of principal amount of Notes, which is an amount equal to the amount such Holder would have received as Merger Consideration had such Holder converted its Notes at the Exchange Rate in effect immediately prior to the Transactions. The Exchange Rate calculated in accordance with Article 13 of the Indenture is 79.6020. The Exchange Rate does not include any Additional Shares.

Section 1.4 Effectiveness of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company, the New Guarantor and the Trustee, the Indenture shall be supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby.

Section 1.5 Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

Section 1.6 Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved, and the Indenture shall henceforth be read and construed together with this Supplemental Indenture. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, the terms and conditions of this Supplemental Indenture shall prevail.

Section 1.7 Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act (the “TIA”) that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the provision of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case maybe.

Section 1.8 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.9 Trustee Makes No Representation. The Trustee shall not be responsible in any manner whatsoever for or in respect of, and makes no representation as to (i) accuracy of the calculation of the Merger Consideration, (ii) the validity or sufficiency of this First Supplemental Indenture or (iii) for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Guarantor.

Section 1.10 Headings. The Article and Section headings of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 1.11 Benefits of Supplemental Indenture, etc. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

Section 1.12 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS RULES THEREOF.

Section 1.13 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Supplemental Indenture on behalf of the respective parties hereto as of the date first above written.

ISSUER:

CAMPUS CREST OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By: Campus Crest Communities GP, LLC, a Delaware limited liability company, its general partner

By: HSRE Quad Merger Sub, LLC, a Maryland limited liability company

By: HSRE Quad Merger Parent, LLC, a Delaware limited liability company, its sole member

By: /s/ Stephen M. Gordon

Name: Stephen M. Gordon

Title: Manager

NEW GUARANTOR:

HSRE Quad Merger Sub, LLC, a Maryland limited liability company

By: HSRE Quad Merger Parent, LLC, a Delaware limited liability company, its sole member

By: /s/ Stephen M. Gordon

Name: Stephen M. Gordon

Title: Manager

TRUSTEE:

U.S. BANK, NATIONAL ASSOCIATION

By: /s/ Raymond S. Haverstock

Name: Raymond S. Haverstock

Title: Vice President

[Signature Page to the First Supplemental Indenture]

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 2, 2016, by and among HSRE Quad Merger Sub, LLC, a Maryland limited liability company (“Quad Merger Sub”), HSRE Quad OP Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Quad Merger Sub (“OP Merger Sub”) and Campus Crest Communities Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership,” and together with Quad Merger Sub and OP Merger Sub, the “Parties”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement (as hereinafter defined).

RECITALS

WHEREAS, pursuant to the terms of that certain Agreement and Plan of Merger dated as of October 16, 2015 (the “Merger Agreement”), by and among HSRE Quad Merger Parent, LLC, a Delaware limited liability company, Quad Merger Sub, CCGSR, Inc., a Delaware corporation and Campus Crest Communities, Inc., a Maryland corporation and the sole member of the general partner of the Operating Partnership (“CCG”), immediately prior to the Merger (as hereinafter defined) CCG will merge with and into Quad Merger Sub, with Quad Merger Sub surviving the merger (the “Quad Merger”);

WHEREAS, in accordance with the terms of the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership (as amended, the “OP Agreement”), prior to the consummation of the Quad Merger, the Operating Partnership will redeem all of the Company OP Units held by all of the Limited Partners (as defined in the OP Agreement) other than the Scheduled Limited Partners; and

WHEREAS, in connection with the consummation of the Quad Merger, subject to terms and conditions of this Agreement and in satisfaction of Section 11.3(a) of the OP Agreement, each Scheduled Limited Partner shall receive, in exchange for each Company OP Unit held by such Scheduled Limited Partner as of the effective time of the Quad Merger an amount equal to the Merger Consideration.

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I
The MERGER

Section 1.1 Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware Limited Liability Company Act (“DLLCA”) and the Delaware Limited Partnership Act (“DLPA,” and together with the DLLCA, the “Applicable Law”), at the Effective Time (as hereinafter defined), (i) OP Merger Sub will merge (the “Merger”) with and into the Operating Partnership, and (ii) the separate corporate existence of OP Merger Sub will cease and the Operating Partnership will continue its existence under the Applicable Law as the surviving entity in the Merger (sometimes referred to herein as the “Surviving Entity”).

Section 1.2 Closing. The closing of the Merger will take place at 4:04 p.m. on March 2, 2016, at the offices of DLA Piper LLP (US), 1251 Avenue of the Americas, New York, New York 10020 by the exchange of signatures and other closing deliveries electronically (with original signatures to be delivered via overnight delivery), or at such other time and place and means as is agreed to in writing by the Parties hereto.

Section 1.3 Effective Time. Subject to the provisions of this Agreement, the Parties will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the Applicable Law and shall make all other filings or recordings required under the Applicable Law. The Merger will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of Delaware or at such later date or time as may be agreed by the Parties in writing and specified in the Certificate of Merger in accordance with the Applicable Law (the effective time of the Merger being hereinafter referred to as the “Effective Time”).

Section 1.4 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the Applicable Law. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses, authority and other assets of OP Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions and duties of OP Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Entity.

Section 1.5 Organizational Documents of Surviving Entity. At the Effective Time, (i) the certificate of limited partnership of the Operating Partnership, as amended, modified or supplemented from time to time, immediately prior to the Effective Time shall be the certificate of limited partnership of the Surviving Entity until thereafter amended in accordance with the terms thereof or as provided by applicable law, and (ii) the OP Agreement will be amended and restated substantially in the form of Exhibit A, attached hereto (the “A&R OP Agreement”), at the Effective Time and the A&R OP Agreement shall be the limited partnership agreement of the Surviving Entity until thereafter amended in accordance with the terms thereof or as provided by applicable law.

Section 1.6 General Partner of Surviving Entity. The general partner of the Operating Partnership immediately prior to the Effective Time, shall, from and after the Effective Time, be the general partner of the Surviving Entity until its successor has been duly elected or appointed and qualified or until their earlier resignation or removal in accordance with the certificate of limited partnership and A&R OP Agreement, in each instance, of the Surviving Entity.

Article II
EFFECT OF THE MERGER ON EQUITY INTERESTS

Section 2.1 Effect of the Merger on Equity Interests. At the Effective Time, as a result of the Merger and without any action on the part of the Parties or any holder of any membership or partnership units, as applicable, of the Parties:

(a) OP Merger Sub Membership Units. Each membership unit of OP Merger Sub outstanding immediately prior to the Effective Time shall automatically be, at the Effective Time, cancelled and in exchange for the cancellation thereof, converted into the right to receive one (1) Common Unit (as defined in the OP Agreement);

(b) Company OP Units Held by the Scheduled Limited Partners. Each Scheduled Limited Partner shall be entitled to receive for each Company OP Unit held by such Scheduled Limited Partner as of the effective time of the Quad Merger an amount equal to the Merger Consideration; and

(c) Company OP Units by Other Partners of the Operating Partnership. Each Company OP Unit held by partners other than the Scheduled Limited Partners as of the effective time of the Quad Merger shall remain an outstanding Company OP Unit of the Surviving Entity.

Article III
MISCELLANEOUS

Section 3.1 Entire Agreement. This Agreement together with the Certificate of Merger constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, representations and warranties and agreements, both written and oral, with respect to such subject matter.

Section 3.2 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Section 3.3 No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

Section 3.4 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 3.5 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 3.6 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 3.7 Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice of conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

Section 3.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

HSRE Quad Merger Sub, LLC, a Maryland limited liability company

By: HSRE Quad Merger Parent, LLC, its

sole member

By: /s/ Stephen M. Gordon

Name: Stephen M. Gordon

Title: Manager

HSRE Quad OP Merger Sub, LLC, a Delaware limited liability company

By: HSRE Quad Merger Sub, LLC, its sole

member

By: HSRE Quad Merger Parent, LLC,

its sole member

By: /s/ Stephen M. Gordon

Name: Stephen M. Gordon

Title: Manager

[Signature Page to Merger Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CAMPUS CREST COMMUNITIES OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By: CAMPUS CREST COMMUNITIES GP, LLC, a Delaware limited liability company, its general partner

By: CAMPUS CREST COMMUNITIES, INC., a Maryland corporation, its sole member

By: /s/ Aaron S. Halfacre

Name: Aaron S. Halfacre

Title: President

[Signature Page to Merger Agreement]

Exhibit A

A&R OP Agreement

Exhibit 99.1

Harrison Street Completes the Acquisition of Campus Crest

Charlotte, NC – March 2, 2016 – Campus Crest Communities, Inc. (NYSE: CCG) (the “Company” or “Campus Crest”), today announced that it successfully closed its previously announced merger with an affiliate of Harrison Street Real Estate Capital, LLC (“Harrison Street”). As of the close of trading today, all of Campus Crest’s common stock has been delisted from the New York Stock Exchange.

Holders of shares of Campus Crest’s common stock will receive $7.018 in cash for each share of common stock held as of the closing. Prior to the closing, all of the escrowed monies related to the previously disclosed sale of the Company’s Montreal joint venture interests were released from escrow. Accordingly, it will not be necessary for the parties to issue a contingent value right for any portion of the merger consideration. Additionally, at the closing, the Company set aside sufficient funds for the redemption of the Company’s 8.0% Series A Cumulative Redeemable Preferred Stock, which will be redeemed on March 3, 2016, at a redemption price of $27.256, consisting of the par value of $25.00 per share, plus $2.256 per share of accrued but unpaid dividends.

Additionally, as previously disclosed, Campus Crest Communities, L.P., the Company’s operating partnership, will commence an offer to purchase the outstanding 4.75% Senior Exchangeable Notes due 2018 on the terms and conditions set forth in the documents related thereto and the underlying indenture.

Raymond James and Associates, Inc. acted as financial advisor to Harrison Street and DLA Piper LLP (US) acted as Harrison Street’s legal advisor. Moelis & Company LLC acted as financial advisor to Campus Crest and Kilpatrick Townsend & Stockton LLP acted as the Company’s legal advisor.

About Campus Crest Communities, Inc.

Campus Crest Communities, Inc. is a leading owner and manager of high-quality student housing properties located close to college campuses in targeted markets. It has ownership interests in 79 student housing properties with over 42,000 beds across North America. Additional information can be found on the Company's website at http://www.campuscrest.com.

About Harrison Street Real Estate Capital.

Harrison Street Real Estate Capital is a real estate private equity firm founded in 2005 by real estate veteran Christopher Merrill, Chris Galvin (former Chairman & CEO of Motorola) & Mike Galvin (former Assistant Secretary of the U.S. Commerce Department for Export Administration) that directly and through its affiliates, has approximately $8.4 billion in assets under management (AUM) through commingled funds and public securities products. The commingled funds focus exclusively on the Education, Healthcare and Storage segments of the US & European real estate markets. Since inception, the Firm has acquired or developed over $11.5 billion of real estate throughout 530 properties in 40 states including over 69,000 student housing beds, more than 17,000 senior housing units, over 6.1 million square feet of medical office space, and more than 97,000 self-storage units. For more information please visit www.harrisonst.com.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements, which include statements regarding the proposed merger between the Company and Harrison Street, may be identified by the inclusion of words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "goal" and variations of such words and other similar expressions, and are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. These statements, as they relate to the Company or Harrison Street, the management of either such company or the proposed merger, involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. The Company intends that such forward-looking statements be subject to the safe-harbor provided by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: the outcome of any legal proceedings that may be instituted against the Company and others following announcement of the merger; legislative, regulatory and economic developments; risks related to disruption of management's attention from the Company's ongoing business operations due to the merger; the effect of the announcement of the merger on the Company's relationships with colleges and universities, relationships with tenants, operating results and business generally, and other risks and uncertainties described under "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and in the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, and in other documents filed with the Securities and Exchange Commission ("SEC") by the Company. Given these uncertainties, current and prospective investors should be cautioned in their reliance on such forward-looking statements. Except as required by law, the Company disclaims any obligation to update any such factors or to publicly announce the results of any revision to any of the forward-looking statements contained herein to reflect future events or developments. A more comprehensive discussion of risks, uncertainties, financial reporting restatements, and forward-looking statements may be seen in the Company's Annual Report on Form 10-K and other periodic filings with the SEC.

Contact:

Investor Relations

(704) 496-2500

Investor.Relations@CampusCrest.com