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 1, 2016

POST PROPERTIES, INC.

(Mid-America Apartment Communities, Inc. as successor by merger to Post Properties, Inc.)

POST APARTMENT HOMES, L.P.

(Mid-America Apartments, L.P. as successor by merger to Post Apartment Homes, L.P.)

(Exact name of Registrant as Specified in Its Charter)

Georgia (Post Properties, Inc.) Georgia (Post Apartment Homes, L.P.)	1-12080 (Post Properties, Inc.) 0-28226 (Post Apartment Homes, L.P.)	58-1550675 (Post Properties, Inc.) 58-2053632 (Post Apartment Homes, L.P.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Mid-America Apartment Communities, Inc.

6584 Poplar Avenue

Memphis, Tennessee 38138

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (901) 682-6600

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327

(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))

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation on December 1, 2016 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 15, 2016 (the “Merger Agreement”), by and among Mid-America Apartment Communities, Inc. (“MAA”), Mid-America Apartments, L.P. (“MAA LP”), Post Properties, Inc. (“Post Properties”), Post GP Holdings, Inc. and Post Apartment Homes, L.P. (“Post LP”), pursuant to which, among other things, Post Properties was merged with and into MAA, with MAA continuing as the surviving entity (the “Parent Merger”), and Post LP merged with and into MAA LP, with MAA LP continuing as the surviving entity, (the “Partnership Merger,” and together with the Parent Merger, the “Mergers”). The following events took place in connection with the consummation of the Mergers:

Item 1.02. Termination of a Material Definitive Agreement.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers, all amounts outstanding under Post LP’s $300.0 million unsecured bank term loan facility and its unsecured revolving credit facilities, each with Wells Fargo Bank, National Association, as Administrative Agent, and each of the financial institutions a signatory thereto, were repaid. Effective upon such repayment, the term loan agreement for the term loan facility, the credit agreements for the revolving credit facilities, and all related loan documents were terminated and became null and void.

Item 2.01. Completion of Acquisition or Dispositions of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, at the effective time of the Parent Merger, each outstanding share of Post Properties common stock, par value $0.01 per share, was converted into the right to receive 0.71 shares of MAA common stock, par value $0.01 per share (the “Merger Consideration”), with cash in lieu of fractional shares. In addition, in the Parent Merger, each outstanding share of Post Properties’ 8 ¹⁄₂% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Post Properties Series A preferred stock”), was converted into the right to receive one newly-issued share of MAA’s 8.50% Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share (“MAA Series I preferred stock”), which has the same rights, preferences, privileges and voting powers as those of the Post Properties Series A preferred stock. At the effective time of the Partnership Merger, which occurred immediately prior to the Parent Merger, each outstanding limited partnership interest in Post LP was converted into 0.71 limited partnership units in MAA LP.

In connection therewith, MAA issued approximately 38 million shares of MAA common stock and approximately 868,000 shares of MAA Series I preferred stock to former Post Properties common and preferred shareholders as consideration in the Parent Merger, and MAA LP issued approximately 80,000 limited partnership units in MAA LP to former Post LP limited partners in the Partnership Merger (excluding units of MAA LP issued in the Partnership Merger and held by MAA following the Parent Merger). Based on the opening price of MAA common stock on December 1, 2016, as reported on the New York Stock Exchange (the “NYSE”), the aggregate value of the Merger Consideration paid or payable to former holders of Post Properties common stock is approximately $3.5 billion.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to Post Properties and Post LP’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on August 15, 2016 and is incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Mergers, MAA and Post Properties notified the NYSE of the completion of the Parent Merger and requested that the NYSE file with the Commission a Form 25 to delist and deregister the Post Properties common stock and Post Properties Series A preferred stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Post Properties common stock and Post Properties Series A preferred stock ceased trading on the NYSE prior to the opening of trading on December 1, 2016. MAA has advised Post Properties that it intends to cause a Form 15 to be filed with the Commission requesting that Post Properties’ and Post LP’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

At the effective time of the Parent Merger, Post Properties’ common and preferred shareholders immediately before the effective time of the Parent Merger ceased to have any rights as shareholders in Post Properties (other than, in the case of Post Properties common shareholders, their right to receive the Merger Consideration, and in the case of Post Properties preferred shareholders, the right to receive MAA Series I preferred stock) and will instead have the rights of a shareholder in MAA.

At the effective time of the Partnership Merger, Post LP’s limited partners immediately before the effective time of the Partnership Merger ceased to have any rights as limited partners of Post LP (other than the right to receive new limited partnership units in MAA LP) and will instead have the rights of a limited partner of MAA LP.

Item 5.01. Changes in Control of Registrants.

The information provided in the Introductory Note and Item 2.01, 3.01, 3.03 and 5.02 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.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Parent Merger and pursuant to the Merger Agreement, Post Properties ceased to exist and MAA continued as the surviving corporation. All members of the Board of Directors of Post Properties voluntarily resigned effective at the effective time of the Parent Merger.

In addition, each executive officer of Post Properties listed below resigned from the positions indicated beside such executive officer’s name effective as of the effective time of the Parent Merger:

• David P. Stockert, President and Chief Executive Officer.

• Sherry W. Cohen, Executive Vice President and Corporate Secretary.

• S. Jamie Teabo, Executive Vice President, Property Management.

• David C. Ward, Executive Vice President and Chief Investment Officer.

• Arthur J. Quirk, Senior Vice President and Chief Accounting Officer.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Parent Merger, Post Properties ceased to exist and MAA continued as the surviving corporation. The charter and bylaws of MAA as in effect immediately prior to the effective time of the Parent Merger remained as the charter and bylaws of MAA, as the surviving corporation of the Merger.

Item 7.01. Regulation FD Disclosure.

On December 1, 2016, MAA and Post Properties issued a joint press release announcing the completion of the Mergers described above in Item 2.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 2.1	Agreement and Plan of Merger, dated as of August 15, 2016, by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P., Post Properties, Inc., Post GP Holdings, Inc. and Post Apartment Homes, L.P. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016).
Exhibit 99.1	Press Release, dated December 1, 2016.

This Current Report on Form 8-K is being filed or furnished, as applicable, on behalf of Post Properties and Post LP to the extent applicable to either or both registrants. Certain of the events disclosed in the items covered by this Current Report on Form 8-K may apply to Post Properties only, Post LP only or both Post Properties and Post LP, as applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 1, 2016	MID-AMERICA APARTMENT COMMUNITIES, INC., as successor by merger to Post Properties, Inc.
	By:	/s/ Albert M. Campbell, III
	Name:	Albert M. Campbell, III
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date: December 1, 2016	MID-AMERICA APARTMENTS, L.P., as successor by merger to Post Apartment Homes, L.P.
	By:	Mid-America Apartment Communities, Inc., its general partner
	By:	/s/ Albert M. Campbell, III
	Name:	Albert M. Campbell, III
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 2.1	Agreement and Plan of Merger, dated as of August 15, 2016, by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P., Post Properties, Inc., Post GP Holdings, Inc. and Post Apartment Homes, L.P. (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016).
Exhibit 99.1	Press Release, dated December 1, 2016.

EX-99.1

Exhibit 99.1

PRESS RELEASE

December 1, 2016

MAA and Post complete merger

MEMPHIS, TN, and ATLANTA, GA, December 1, 2016 /PRNEWSWIRE/ MAA (NYSE: MAA) and Post Properties, Inc. (NYSE: PPS) today announced the completion of the merger of the two companies, forming a combined company with equity market capitalization of approximately $11 billion and a total market capitalization of approximately $15 billion. The transaction was previously approved by both companies’ shareholders at their respective special meetings held on November 10, 2016. The combined company, headquartered in Memphis, Tennessee, will retain the MAA name and will trade under the existing ticker symbol “MAA” on the New York Stock Exchange.

“We are excited to officially complete the merger of MAA and Post Properties,” said H. Eric Bolton, Jr., MAA Chairman and CEO. “We have successfully completed early integration activities and are off to a great start. We look forward to completing the integration work over the coming year and positioning to capture the full range of opportunities surrounding the merger.”

Leadership

Concurrently with the completion of the merger, the number of directors on MAA’s Board of Directors was increased to 13, and David P. Stockert, former President and Chief Executive Officer of Post Properties, Inc., or Post, Russell R. French and Toni Jennings, all former Directors of Post, joined the ten existing members on MAA’s Board of Directors. H. Eric Bolton, Jr. continues to serve as CEO and Chairman of the Board of Directors and Alan B. Graf, Jr., MAA’s Lead Independent Director, continues to serve as Lead Independent Director for the combined company.

Anticipated Synergies

Annual gross overhead synergies are estimated to be approximately $20 million. The combined company is expected to benefit from the elimination of duplicative costs associated with supporting a public company platform. In addition, through enhanced scale and leveraging of the combined company’s state-of-the-art technology and operating systems, MAA expects the combined company to capture enhanced operating margins. These savings and enhancements are expected to be realized upon full integration, which is expected to occur over the 12-18 month period following the closing of the merger.

Operations and Balance Sheet

Both companies have high quality properties diversified across the high-growth Sunbelt region. On a consolidated basis, the combined company has a strong and balanced presence in both large and select secondary markets. With a significant regional and market overlap, meaningful opportunity for synergy and margin improvement is expected. The combined company is committed to a strategy aimed at driving superior long-term shareholder performance with a full-cycle performance profile and objective. In addition, the combined company is expected to have significant liquidity, a strong investment-grade balance sheet and a well-staggered debt maturity profile provided by long-standing lending partners.

The Merger

As a result of the merger, each former share of Post common stock has been converted into 0.71 of a newly issued share of MAA common stock. Former Post common shareholders hold approximately 32.3 percent of the combined company’s common equity, with

continuing MAA common shareholders holding approximately 67.7 percent of the combined company. Effective as of the merger, shares of Post common stock and preferred stock are no longer traded on the New York Stock Exchange.

Advisors

Citigroup Global Markets Inc. acted as financial advisor, and Goodwin Procter LLP and Bass, Berry & Sims acted as legal advisors, to MAA. JP Morgan Securities acted as financial advisor, and King & Spalding LLP acted as legal advisor, to Post.

About MAA

MAA is a self-administered, self-managed real estate investment trust, which owned 79,170 apartment units throughout the Southeast and Southwest regions of the United States as of September 30, 2016.

As of December 1, 2016, after giving effect to the merger, MAA owned or had an ownership interest in 101,207 apartment units, including communities currently in development, focused on delivering full-cycle and superior investment performance for shareholders.

For further details, please visit the MAA website at www.maac.com.

CONTACT:	MAA Investor Relations
	Tim Argo, Senior Vice President, Finance
	866-576-9689
	investor.relations@maac.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the combined company operates and beliefs of and assumptions made by MAA management, involve uncertainties that could significantly affect the financial results of the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of the merger, including future financial and operating results, and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in financial markets and interest rates, or to the business or financial condition of the combined company, (iii) increased or unanticipated competition for the combined company’s properties, (iv) risks associated with acquisitions, including the integration of MAA’s and Post’s businesses, (v) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status, (vi) availability of financing and capital, (vii) risks associated with achieving expected revenue synergies or cost savings from the merger, and (viii) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by MAA from time to time, including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q. MAA does not undertake any duty to update any forward-looking statements appearing in this document.