MEMPHIS, Tenn. and ATLANTA, Aug. 15,
2016 /PRNewswire/ -- MAA (NYSE: MAA) and Post
Properties, Inc. (NYSE: PPS) today announced that they have
entered into a definitive merger agreement under which Post
Properties, Inc. will merge with and into MAA, creating a
Sunbelt-focused, publicly traded, multifamily REIT with enhanced
capabilities to deliver superior value for residents, shareholders
and employees. The combined company is expected to have a pro forma
equity market capitalization of approximately $12 billion and a total market capitalization of
approximately $17 billion.
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Under the terms of the agreement, each share of Post common
stock will be converted into 0.71 shares of newly issued MAA common
stock. On a pro forma basis, following the merger, former MAA
equity holders will hold approximately 67.7 percent of the combined
company's equity, and former Post equity holders will hold
approximately 32.3 percent. The all-stock merger is intended to be
a tax-deferred transaction. The merger is subject to customary
closing conditions, including receipt of the approval of a majority
of both the MAA and Post shareholders. The parties currently expect
the transaction to close during the fourth quarter of 2016.
The merger brings together two highly complementary multifamily
portfolios with a combined asset base consisting of approximately
105,000 multifamily units in 317 properties. The combined company
will maintain strategic diversity across urban and suburban
locations in large and secondary markets within the high-growth
Sunbelt region of the U.S. The combined company's ten largest
markets by unit count will be Atlanta, Dallas, Austin, Charlotte, Raleigh, Orlando, Tampa, Fort
Worth, Houston and
Washington, DC.
Commenting on the merger, H. Eric
Bolton, Jr., MAA Chairman and CEO, said, "The combination of
MAA and Post will establish the leading apartment real estate
platform focused on the high-growth Sunbelt region of the country
with significant competitive advantages to drive superior value for
our shareholders, residents and employees. The combined
company will capture a broader market and submarket footprint, with
improved rental price-point diversification that will support an
enhanced level of performance over the full real estate
cycle. Further, the Post development platform, with a strong
history of value accretive new development, supported by the newly
combined company platform, will expand external growth and
accretive capital recycling opportunities for MAA."
Said David P. Stockert, Post's
CEO and President, "This merger redefines the combined company in
terms of product, capability and capacity for consistent
growth. Its unique position in the apartment REIT space and
strength of its financial position should drive an advantageous
cost of capital and value for shareholders of both companies.
Post shareholders are receiving an attractive value for our assets
and business and a 24 percent increase in the dividend, while
preserving the continuing opportunity to participate in the
combined company's ongoing success."
Leadership and Organization
Both the Board of
Directors of MAA and Board of Directors of Post have unanimously
approved the merger. The number of directors on MAA's Board of
Directors will be increased to 13, of which 3 directors will be
designated by Post from its existing Board of Directors and
appointed to the MAA Board. H. Eric Bolton,
Jr., MAA's CEO and Chairman of the Board of Directors, will
serve as CEO and Chairman of the Board of Directors of the combined
company. Alan B. Graf, Jr. will
continue to serve as Lead Independent Director for the combined
company.
Upon completion of the merger, the company will retain the MAA
name and will trade under the ticker symbol MAA (NYSE). Following
the closing of the transaction, the combined company's corporate
headquarters will be located in Memphis,
TN with the company also maintaining a significant presence
in Atlanta, GA and Dallas, TX, including management and resources
supporting new development operations.
Anticipated Synergies
Annual gross 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-month period following the
closing of the merger.
Pro Forma Operations and Balance Sheet
Both companies
have high quality properties diversified across the high-growth
Sunbelt region. On a consolidated basis the company will have 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.
Dividend Policy and Declaration
The timing of the
pre-closing dividends of MAA and Post will be coordinated such
that, if one set of shareholders receives their dividend for a
particular quarter prior to the closing of the merger, the other
set of shareholders will also receive their dividend for such
quarter prior to the closing of the merger.
Advisors
Citigroup Global Markets Inc. is acting as
financial advisor, and Goodwin Procter LLP and Bass, Berry &
Sims are acting as legal advisors to MAA. JP Morgan is acting as
financial advisor, and King & Spalding is acting as legal
advisor to Post.
Conference Call and Webcast
The companies will host a
conference call on Monday, August 15,
2016 at 7:30am CDT to discuss
the proposed merger. Participants will include MAA's CEO and Post's
CEO. The conference call-in number is (888)-632-3384 (Domestic); or
785-424-1675 (International) or interested parties can join the
live webcast of the conference call by accessing the Investor
Relations section of each company's website at http://ir.maac.com
or at http://www.postproperties.com/investor.
A transcript of the call and the conference call replay will be
posted when available on the respective companies' websites under
the Investor Relations sections.
About MAA
MAA is a self-administered, self-managed
real estate investment trust, which owns 80,846 apartment units
throughout the Southeast and Southwest regions of the United States.
About Post
Post Properties, founded 45 years ago, is a
leading developer and operator of upscale multifamily communities.
Operating as a real estate investment trust ("REIT"), the company
focuses on developing and managing Post® branded high density urban
and resort-style garden apartments. Post Properties is
headquartered in Atlanta, Georgia,
and has operations in ten markets across the country.
As of June 30, 2016, Post
Properties has interests in 24,162 apartment units in 61
communities, including 1,471 apartment units in four communities
held in unconsolidated entities and 2,630 apartment units in seven
communities currently under development or in lease-up.
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 MAA and Post operate and beliefs of and
assumptions made by MAA management and Post management, involve
uncertainties that could significantly affect the financial results
of MAA or Post or 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 proposed merger between MAA and Post,
including future financial and operating results, the
attractiveness of the value to be received by Post shareholders,
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 either company or business (iii) increased
or unanticipated competition for the companies' properties, (iv)
risks associated with acquisitions, including the integration of
the combined companies' 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, (viii) risks associated with the
companies' ability to consummate the merger and the timing of the
closing of the merger, and (ix) those additional risks and factors
discussed in reports filed with the Securities and Exchange
Commission ("SEC") by MAA and Post from time to time, including
those discussed under the heading "Risk Factors" in their
respective most recently filed reports on Forms 10-K and 10-Q.
Neither MAA nor Post undertakes any duty to update any
forward-looking statements appearing in this document.
Additional Information about the Proposed Merger and Where to
Find It
This communication relates to the proposed merger
pursuant to the terms of the 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.
In connection with the proposed merger, MAA expects to file with
the SEC a registration statement on Form S-4 that will include a
joint proxy statement of MAA and Post that also constitutes a
prospectus of MAA, which joint proxy statement/prospectus will be
mailed or otherwise disseminated to MAA and Post shareholders when
it becomes available. MAA and Post also plan to file other relevant
documents with the SEC regarding the proposed merger. INVESTORS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER. You may obtain a free copy of the joint proxy
statement/prospectus (if and when it becomes available) and other
relevant documents filed by MAA and Post with the SEC at the SEC's
website at www.sec.gov. Copies of the documents filed by MAA with
the SEC will be available free of charge on MAA's website at
www.maac.com or by emailing MAA Investor Relations at
investor.relations@maac.com or contacting Tim Argo, Senior Vice President, Finance at
866-576-9689. Copies of the documents filed by Post with the SEC
will be available free of charge on Post's website at
www.postproperties.com or by contacting Polly Butler, Investor Relations at
404-846-5022.
Certain Information Regarding Participants
MAA and
Post and their respective directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed merger. You can find information about MAA's executive
officers and directors in MAA's definitive proxy statement filed
with the SEC on April 14, 2016 in
connection with its 2016 annual meeting of shareholders and in Form
4s of MAA's directors and executive officers filed with the SEC.
You can find information about Post's executive officers and
directors in Post's definitive proxy statement filed with the SEC
on April 12, 2016 in connection with
its 2016 annual meeting of shareholders and in Form 4s of Post's
directors and executive officers filed with the SEC. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be included in the joint proxy
statement/prospectus and other relevant documents filed with the
SEC if and when they become available. You may obtain free copies
of these documents from MAA or Post using the sources indicated
above.
No Offer or Solicitation
This document shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933,
as amended.
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SOURCE MAA; Post Properties, Inc.