UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 11, 2007 (May 10, 2007)
Education Realty Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Maryland
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001-32417
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201352180 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 530 Oak Court Drive, Suite 300 |
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| Memphis, Tennessee
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38117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
901-259-2500
(Registrant’s Telephone Number, Including Area Code)
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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2007, Education Realty Trust, Inc. (the “Company”) entered into a Controlled Equity
Offering Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co., as sales agent, for the
purpose of selling shares of its common stock, par value $0.01 per share, in at-the-market
offerings or negotiated transactions. In accordance with the terms of the Agreement, the Company
may issue and sell up to 3,000,000 shares of its common stock, from time to time, in at-the-market
offerings or negotiated transactions through Cantor Fitzgerald & Co. Cantor Fitzgerald & Co. will
be entitled to compensation equal to 2 1/4% of the gross sales price per share for the first
500,000 shares sold under the Agreement and 2% of the gross sales price per share for any
additional shares of common stock sold under the Agreement.
The Agreement has been filed as Exhibit 1.1 to this Current Report and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits: The following exhibits are being furnished herewith to this Current Report on
Form 8-K. |
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1.1
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Controlled Equity Offering Sales Agreement by and between Education
Realty Trust, Inc., Education Realty Operating Partnership, L.P. and Cantor Fitzgerald & Co. dated May 10, 2007 |
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SIGNATURE
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.
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EDUCATION REALTY TRUST, INC.
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| Date: May 11, 2007 |
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/s/ Randall H. Brown
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Randall H. Brown |
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Chief Financial Officer,
Secretary and Treasurer |
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