Camden Property Trust Enters Material Definitive Agreement & New Obligation

TL;DR

**CPT just took on a new major financial obligation, watch for details on its impact.**

AI Summary

Camden Property Trust (CPT) filed an 8-K on January 5, 2024, reporting a material definitive agreement and the creation of a direct financial obligation, with the earliest event occurring on January 3, 2024. This indicates that CPT has entered into a significant new financial commitment, which could impact its balance sheet and future cash flow. For investors, this matters because new obligations can affect the company's financial health, potentially influencing its ability to pay dividends or fund new projects, and could signal a strategic shift or a need for capital.

Why It Matters

This filing signals a new financial commitment for Camden Property Trust, which could impact its debt levels, cash flow, and ultimately its profitability and dividend capacity for shareholders.

Risk Assessment

Risk Level: medium — The filing indicates a new financial obligation without specifying the amount or terms, creating uncertainty about its potential impact on the company's financial health.

Analyst Insight

Investors should monitor subsequent filings or press releases from Camden Property Trust for specific details regarding the nature, terms, and financial impact of the material definitive agreement and direct financial obligation to assess its effect on the company's valuation and future prospects.

Key Players & Entities

• CAMDEN PROPERTY TRUST (company) — the registrant filing the 8-K
• January 3, 2024 (date) — date of the earliest event reported
• January 5, 2024 (date) — date the 8-K was filed
• CPT (company) — trading symbol for Camden Property Trust
• New York Stock Exchange (company) — exchange where CPT common shares are registered

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share CPT New York Stock Exchan
• $400,000,000 — d to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 4.900
• $394.8 million — sale of the Notes will be approximately $394.8 million. The Company intends to use the net pro
• $300 million — to repay the outstanding balance on its $300 million unsecured term loan and for general cor

Filing Documents

• d95214d8k.htm (8-K) — 36KB
• d95214dex11.htm (EX-1.1) — 176KB
• d95214dex45.htm (EX-4.5) — 35KB
• d95214dex51.htm (EX-5.1) — 11KB
• d95214dex81.htm (EX-8.1) — 13KB
• g95214dsp111.jpg (GRAPHIC) — 7KB
• 0001193125-24-003078.txt ( ) — 467KB
• cpt-20240103.xsd (EX-101.SCH) — 3KB
• cpt-20240103_lab.xml (EX-101.LAB) — 18KB
• cpt-20240103_pre.xml (EX-101.PRE) — 11KB
• d95214d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 3, 2024, Camden Property Trust, a Texas real estate investment trust (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc., for themselves and Representatives of the several Underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $400,000,000 aggregate principal amount of its 4.900% Notes due 2034 (the "Notes"), which issuance and sale closed on January 5, 2024. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated by reference herein. The offering of the Notes is described in the Company's Prospectus Supplement dated January 3, 2024 to the Company's Prospectus dated May 12, 2023. The Notes were issued pursuant to the Company's existing shelf registration statement. The Notes bear interest at 4.900% from January 5, 2024, with interest payable each January 15 and July 15 beginning on July 15, 2024. The Notes will mature on January 15, 2034. The Notes are redeemable at any time at the option of the Company, in whole or in part, at a redemption price equal to the principal amount and accrued interest of the Notes being redeemed, plus a make-whole premium. If, however, the Company redeems the Notes on or after three months prior to their maturity date, the redemption price will equal 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the amount being redeemed to the redemption date. The Notes were priced at a discount such that the Notes were offered to the public at 99.638% of their face amount. The Notes were issued under an Indenture between the Company and U.S. Bank Trust Company, National Association, as successor to SunTrust Bank, as trustee (the "Trustee"), as amended by the First Supplemental Indenture dated as o

03

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 is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Title 1.1* Underwriting Agreement among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC and Truist Securities, Inc., for themselves and as Representatives of the several Underwriters named therein, dated January 3, 2024. 4.1 Indenture dated as of February 11, 2003 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-3 (File No. 333-103119) filed with the Securities and Exchange Commission on February 12, 2003 and incorporated herein by reference). 4.2 First Supplemental Indenture dated as of May 4, 2007 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 1-12110) filed with the Securities and Exchange Commission on May 7, 2007). 4.3 Second Supplemental Indenture dated as of June 3, 2011 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 1-12110) filed with the Securities and Exchange Commission on June 3, 2011). 4.4 Third Supplemental Indenture dated as of October 4, 2018 between the Company and U.S. Bank National Association, as successor to SunTrust Bank, as trustee (filed as Exhibit 4.4 to the Company's Current Report on Form 8-K (File No. 1-12110) filed with the Securities and Exchange Commission on October 4, 2018). 4.5* Form of Camden Property Trust 4.900% Note due 2034. 5.1* Opinion of Dentons US LLP as to the legality of the securities being registered. 8.1* Opinion of Dentons US LLP as to certain tax matters. 23.2 Consent of Dentons US LLP (included in Exhibit 5.1 hereto). 23.3 Consent of Dentons US LLP (included in Exhibit 8.1

SIGNATURES

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. Date: January 5, 2024 CAMDEN PROPERTY TRUST By: /s/ Michael P. Gallagher Michael P. Gallagher Senior Vice President - Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR