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): December 22, 2011

Post Properties, Inc.

Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia

Georgia

(State or other jurisdiction of incorporation)

1-12080

0-28226

(Commission File Number)

58-1550675

58-2053632

(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327

(Address of principal executive offices)

Registrant’s telephone number, including area code (404) 846-5000

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):

¨ 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 1.02. Termination of a Material Definitive Agreement.

On December 22, 2011, certain wholly-owned subsidiaries (the “Borrowers”) of Post Apartment Homes, L.P. (the “Operating Partnership”) prepaid the aggregate outstanding principal amount of approximately $184.7 million on six multi-family fixed rate notes (the “Notes”), each with the Federal Home Loan Mortgage Corporation loan program as lender. The Notes were secured by mortgages on the Post Parkside™ community, located in Atlanta, GA, the Post Gateway Place™ community, located in Charlotte, NC, the Post Legacy community, located in the Dallas, TX metropolitan area, the Post Worthington® community, located in Dallas, TX, the Post Ballantyne community, located in Charlotte, NC and the Post Spring™ community, located in the Atlanta, GA metropolitan area. The Notes required fixed interest-only payments at 6.09% and would have matured on November 1, 2014. The Notes contained representations, affirmative and negative covenants, events of default and remedies typical for these types of facilities. The mortgages securing the Notes were all subject to a Master Cross-Collateralization Agreement containing cross-default and cross-collateralization provisions. The Notes and the mortgages related thereto were each terminated in connection with the prepayment.

The Borrowers also paid prepayment premiums of an aggregate of $6.2 million in connection with the prepayment of the Notes.

The Operating Partnership used $135 million of borrowings under its existing $300 million unsecured revolving line of credit and available cash to finance the prepayment of the Notes and the payment of the related prepayment premiums. Such line of credit borrowings will bear interest at a rate of LIBOR plus 2.30%. The Operating Partnership intends to refinance the amounts drawn under its revolving credit facility with an unsecured long-term bank financing during the first quarter of 2012.

Item 8.01. Other Events.

On December 22, 2011, Post Properties, Inc. issued a press release announcing the prepayment of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 22, 2011.

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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.

Dated: December 22, 2011

POST PROPERTIES, INC.
By:	/s/ David P. Stockert
	David P. Stockert
	President and Chief Executive Officer

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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.

Dated: December 22, 2011

POST APARTMENT HOMES, L.P.
By:	POST GP HOLDINGS, INC., as General Partner
	By:	/s/ David P. Stockert
		David P. Stockert
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated December 22, 2011.

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EX-99.1

Exhibit 99.1

Contact:	Chris Papa
	Post Properties, Inc.
	(404) 846-5000

Post Properties Announces Prepayment of Secured Notes

ATLANTA, December 22, 2011 – Post Properties, Inc. (NYSE: PPS) (the “Company”), an Atlanta-based real estate investment trust, today announced that certain wholly-owned subsidiaries (the “Borrowers”) of its operating partnership, Post Apartment Homes, L.P., prepaid the aggregate outstanding principal amount of approximately $184.7 million on six multi-family fixed rate notes with the Federal Home Loan Mortgage Corporation. The notes were secured by mortgages on six properties located in Atlanta, GA, Charlotte, NC, and Dallas, TX. The notes required fixed interest-only payments at 6.09% and would have matured on November 1, 2014. The Borrowers also paid an aggregate $6.2 million prepayment premium in connection with the prepayment of the notes.

The Operating Partnership used $135 million of borrowings under its existing $300 million unsecured revolving line of credit and available cash to finance the prepayment of the notes and the payment of the related prepayment premium. Such line of credit borrowings will bear interest at a rate of LIBOR plus 2.30%. The Operating Partnership intends to refinance the amounts drawn under its revolving credit facility with an unsecured long-term bank financing during the first quarter of 2012.

The Company expects to record a loss on debt extinguishment of approximately $7.0 million, or approximately $0.13 per diluted share, in the fourth quarter of 2011 in connection with the prepayment premiums incurred and the write off of related unamortized deferred financing costs. This charge was not included in the Company’s previously reported Funds from Operations earnings guidance.

Said Chris Papa, Executive Vice President and Chief Financial Officer of the Company, “The prepayment of these notes and our anticipated unsecured long-term bank financing in the first quarter of 2012 is consistent with our strategy of reducing secured debt levels and borrowing costs over time and refinancing our near term debt maturities. In that regard, we were pleased that Moody’s Investor Service last week affirmed the Company’s senior unsecured credit rating of Baa3, and revised the Company’s outlook to positive from stable, reflecting the improvements that the Company has made to its credit profile.”

Forward-Looking Statements

Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Statements regarding future events and developments and the Company’s future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of such statements in this press release include, expectations regarding the future refinancing of amounts drawn under the revolving credit facility with unsecured long-term bank financing and expectations regarding a loss on debt extinguishment in the fourth quarter of 2011. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. There are a number of important factors that could cause the Company’s actual results and its expectations to differ materially from those described in the Company’s forward-looking statements, including those included under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, and as may be discussed in subsequent filings with the Securities and Exchange Commission. The risk factors discussed in the Form 10-K under the caption “Risk Factors” are specifically incorporated by reference into this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

About Post Properties

Post Properties, founded 40 years ago, is a leading developer and operator of upscale multifamily communities. The Company’s mission is delivering superior satisfaction and value to its residents, associates, and investors, with a vision of being the first choice in quality multifamily living. Operating as a real estate investment trust (“REIT”), the Company focuses on developing and managing Post^® branded resort-style garden and high density urban apartments. Post Properties is headquartered in Atlanta, Georgia, and has operations in ten markets across the country.

Post Properties has interests in 21,658 apartment units in 58 communities, including 1,747 apartment units in five communities held in unconsolidated entities and 1,568 apartment units in five communities currently under development. The Company is also selling luxury for-sale condominium homes in two communities through a taxable REIT subsidiary.

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