Campus Crest Communities Announces Settlement Agreement with Clinton Group

CHARLOTTE, N.C., May 4, 2015 /PRNewswire/ -- Campus Crest Communities, Inc. (NYSE: CCG) (the "Company" or "Campus Crest"), an owner and manager of high-quality student housing properties, today announced that it has entered into an agreement with the Clinton Group, Inc. and its affiliated funds ("Clinton") in connection with the Company's 2015 Annual Meeting of Shareholders. Under the terms of the agreement, Campus Crest has appointed Raymond C. Mikulich and Randall H. Brown, previously nominated by Clinton, to the Company's Board of Directors and has also appointed Curtis B. McWilliams to the Board. With the appointment of Messrs. McWilliams, Mikulich and Brown, the Campus Crest Board of Directors will expand to 8 directors, all of whom are independent.

Richard Kahlbaugh, Non-Executive Chairman of the Campus Crest Board of Directors, stated, "Curtis, Raymond, and Randall are accomplished real estate industry veterans who bring extensive financial, executive and investment experience as well as fresh perspectives to our Board of Directors. Campus Crest has an outstanding portfolio of premier assets and we look forward to further advancing our ongoing strategic review process and delivering enhanced value for all Campus Crest shareholders."

Additionally, as part of the settlement agreement with Clinton, the Board announced that it has changed the composition of the existing three person Transaction Committee which has been overseeing the ongoing strategic alternatives process. The Transaction Committee will be comprised of Curtis McWilliams, Raymond Mikulich and Richard Kahlbaugh and will be chaired by Mr. McWilliams. Further, as part of the agreement, Campus Evolution Villages, LLC has been invited to sign a non-disclosure agreement and participate in the Board's strategic alternatives process.  By so doing, the Campus Crest Board will evaluate Campus Evolution's proposed ideas for value creation against all other strategic opportunities it considers throughout its alternatives process.

Under the oversight of the Transaction Committee, Campus Crest will continue its comprehensive and thorough analysis to explore a broad range of strategic, operational and financial alternatives to further enhance shareholder value. While there can be no assurance that the exploration process will result in a transaction, and the Company has not set a definitive timetable for completion of the process, the Company expects to provide an update on its first quarter 2015 conference call, which it expects to hold on May 29, 2015.                                                                           

Joseph A. De Perio, Senior Portfolio Manager at Clinton Group stated, "We are pleased that our dialogue with Campus Crest has resulted in this agreement. The addition of three independent directors to the Board will help bring additional perspectives as the Company continues its thorough analysis to explore a broad range of strategic, operational and financial alternatives under the oversight of the Transaction Committee. I am confident that the Committee, in consultation with the Company's financial and legal advisors, will come to a solution that benefits all Campus Crest stakeholders."

Andrew Stark, CEO of Campus Evolution Villages, stated "Campus Evolution Villages believes the governance enhancement is a positive step for the Company and all stockholders.  We look forward to participating in the strategic alternatives process moving forward."

The Company also announced that the Board has finalized the retention of Alvarez & Marsal North America, LLC ("Alvarez & Marsal") to support its ongoing efforts to improve financial and operational controls and efficiency, support the strategic alternatives process and deliver enhanced shareholder value. As part of Alvarez & Marsal's mandate, the Board has appointed David Coles as interim Chief Executive Officer and John Makuch as interim Chief Financial Officer.

David Coles, Interim Chief Executive Officer, said, "I am pleased that the Board has reached this agreement with Clinton, which allows the Board and management team to focus on running the business and improving financial and operational performance for the benefit of all of the Company's stakeholders. We look forward to working together with the Company's new directors to successfully execute on Campus Crest's strategic repositioning and ongoing strategic review process."

About Curtis B. McWilliams
Curtis McWilliams is a real estate industry veteran with over 25 years of experience in finance and real estate. Mr. McWilliams currently serves as a member of the Ashford Hospitality Prime, Inc, Board of Directors and retired from his position as President and Chief Executive Officer of CNL Real Estate Advisors, Inc. in 2010 after serving in such role since 2007. CNL Real Estate Advisors, Inc. provides advisory services relating to commercial real estate acquisitions and asset management and structures strategic relationships with U.S. and international real estate owners and operators for investments in commercial properties across a wide variety of sectors. From 1997 to 2007, Mr. McWilliams also served as the President and Chief Executive Officer, as well as serving as a director from 2005 to 2007, of Trustreet Properties, Inc., which under his leadership became the then-largest publicly-traded restaurant real estate investment trust ("REIT") with over $3.0 billion in assets. Mr. McWilliams has approximately 13 years of experience with REITs and, during his career at CNL Real Estate Advisors, Inc., helped launch and then served as the President of two REIT joint ventures between CNL and Macquarie Capital and the external advisor for both such REITs. Mr. McWilliams previously served on the board of directors and as the audit committee chairman of CNL Bank, a state bank in the State of Florida, from 1999 to 2004. Mr. McWilliams also has approximately 13 years of investment banking experience at Merrill Lynch & Co., where he started as an associate and later served for several years as a Managing Director. Mr. McWilliams has a Master's in Business with a Concentration in Finance from the University of Chicago Graduate School of Business and a Bachelor of Science in Engineering in Chemical Engineering from Princeton University.

About Raymond C. Mikulich
Raymond Mikulich is a veteran real estate finance and investment professional who has successfully navigated five real estate cycles in his 40 year career. He currently serves as the Chairman of Altus Group Limited, a real estate software, services and data company listed on the Toronto stock exchange. He is also Managing Partner and Chief Investment Officer of Ridgeline Capital Group and the Chief Executive Officer of HomeLPC, LLC, a real estate investment companies based in New York, NY. He served as the head of Apollo Global Real Estate North America from September 2010 until December 2011 and was co-head and functioned as chief executive officer of Lehman Brothers Real Estate Private Equity from 1999 through March 2007 and Head of Lehman Brothers' Real Estate Investment Banking prior to that. Mr. Mikulich was a managing director of Lehman Brothers and a member of the firm's private equity investment and operating committees. Prior to joining Lehman Brothers in 1982, Mr. Mikulich was with LaSalle National Bank, Chicago, and its parent, ABN/AMRO, for seven years, where he was involved in property acquisitions and joint ventures on behalf of European pension funds, real estate and REIT restructurings and lending. He has served as a Trustee of the Urban Land Institute, on the Board of The Real Estate Roundtable, as a member of the Advisory Board of the National Association of Real Estate Investment Trusts (NAREIT) as well as numerous other industry organizations and the Real Estate Advisory Boards at Harvard, Columbia and the University of Wisconsin.

About Randall H. Brown
Randall H. Brown is an accomplished REIT industry veteran with 20 years experience working in real estate management. Mr. Brown was a co-founding officer of Education Realty Trust (NYSE: EDR), a $2 billion real estate investment trust specializing in the development, ownership, and management of collegiate apartments across the United States. He served as Executive VP, Chief Financial Officer and treasurer from January 2005 to June 2014 and was responsible for the financial management of the company, capital markets and investor relations, as well as providing executive management of the IT, Tax, and HR functions. Prior to Education Realty Trust, he served as Chief Financial Officer of Allen & O'Hara and prior to that he was director of corporate finance at Promus Hotels, Inc.

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 84 student housing properties with over 46,000 beds across North America. Additional information can be found on the Company's website at http://www.campuscrest.com.

Additional Information and Where to Find It
The Company, its directors and certain executive officers are participants in the solicitation of proxies from shareholders in connection with the Company's 2015 Annual Meeting of Shareholders (the "Annual Meeting"). The Company plans to file a proxy statement (the "2015 Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting.  Information regarding the names of the Company's directors and executive officers and their respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement for its 2014 annual meeting of shareholders, filed with the SEC on March 12, 2014. Additional information can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2015. To the extent holdings of the Company's securities have changed since the amounts printed in the proxy statement for the 2014 annual meeting of shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC's website at www.sec.gov.  Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2015 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after filing its definitive 2015 Proxy Statement with the SEC, the Company will mail the definitive 2015 Proxy Statement and a white proxy card to each shareholder entitled to vote at the Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, copies of the definitive 2015 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov), at the Investors section of the Company's website (http://www.campuscrest.com) or by writing to Investor Relations, Campus Crest Communities, Inc., 2100 Rexford Road, Suite 414, Charlotte, NC 28211.

Forward-Looking Statements
This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts" or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's control that may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, except as otherwise required by federal securities laws, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the risk factors discussed in the Company's most recent Annual Report on Form 10-K, as updated in the Company's Quarterly Reports on Form 10-Q.

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SOURCE Campus Crest Communities, Inc.

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http://www.campuscrest.com