Filed Pursuant to Rule 424(b)(3)
Registration No. 333-213591
JOINT PROXY STATEMENT/PROSPECTUS
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To the Shareholders of Mid-America Apartment Communities, Inc. and the Shareholders of Post Properties, Inc.:
The board of directors of Mid-America Apartment Communities, Inc., which we refer to as MAA, and the board of directors of Post Properties, Inc., which we refer to as Post Properties, have each unanimously approved an agreement and plan of merger, dated as of August 15, 2016, by and among MAA, Mid-America Apartments, L.P., Post Properties, Post GP Holdings, Inc. and Post Apartment Homes, L.P., which we refer to as the merger agreement. Pursuant to the merger agreement, MAA and Post Properties will combine through a merger of Post Properties with and into MAA, with MAA surviving the merger, which we refer to as the parent merger. If completed, we believe the parent merger will create the premier Sunbelt-focused multifamily real estate investment trust in the United States with a pro forma total market capitalization of approximately $17 billion and a pro forma equity market capitalization of approximately $12 billion, each as of August 12, 2016, the last trading day before the announcement of the parent merger. The combined company, which we refer to as the Combined Corporation, will retain the name Mid-America Apartment Communities, Inc. and its common stock will continue to trade on the New York Stock Exchange, or NYSE, under the symbol MAA. H. Eric Bolton, Jr., the current chairman and chief executive officer of MAA, will serve as the chairman and chief executive officer of the Combined Corporation following the parent merger. The obligations of MAA and Post Properties to effect the parent merger are subject to the satisfaction or waiver of certain conditions set forth in the merger agreement (including the approvals of the MAA and Post Properties shareholders).
If the parent merger is completed pursuant to the merger agreement, each Post Properties shareholder will receive 0.71 shares of MAAs common stock, $0.01 par value per share, which we refer to as MAA common stock, for each share of Post Properties common stock, $0.01 par value per share, which we refer to as Post Properties common stock, held immediately prior to the effective time of the parent merger, with cash paid for fractional shares of Post Properties common stock. MAA shareholders will continue to hold their existing shares of MAA common stock. The exchange ratio is fixed and will not be adjusted to reflect changes in the price of MAA common stock or the price of Post Properties common stock occurring prior to the completion of the parent merger. MAA common stock is currently listed on the NYSE under the symbol MAA and Post Properties common stock is currently listed on the NYSE under the symbol PPS. Based on the closing price of MAA common stock on the NYSE of $102.15 on August 12, 2016, the last trading date before the announcement of the parent merger, the 0.71 exchange ratio represented approximately $72.53 in MAA common stock for each share of Post Properties common stock. Based on the closing price of MAA common stock on the NYSE of $96.15 on September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus, the 0.71 exchange ratio represented approximately $68.27 in MAA common stock for each share of Post Properties common stock. The value of the merger consideration will fluctuate with changes in the market price of MAA common stock. We urge you to obtain current market quotations for MAA common stock and Post Properties common stock.
In addition, in the parent merger, each outstanding share of Post Properties 8 1⁄2% Series A Cumulative Redeemable Preferred Shares, $0.01 par value per share, which we refer to as Post Properties Series A preferred stock, will be automatically converted into the right to receive one newly issued share of MAAs 8.50% Series I Cumulative Redeemable Preferred Stock, $0.01 par value per share, which we refer to as MAA Series I preferred stock, which will have the same rights, preferences, privileges and voting powers as those of the Post Properties Series A preferred stock.
We anticipate that MAA will issue approximately 37,991,387 shares of MAA common stock in connection with the parent merger, will reserve approximately 109,989 shares of MAA common stock in respect of Post Properties equity awards that MAA will assume in connection with the parent merger, and will reserve approximately 80,276 shares of MAA common stock in respect of the potential conversion of limited partnership units issued by Mid-America Apartments, L.P., which we refer to as MAA LP, to former limited partners of Post
Apartment Homes, L.P., which we refer to as Post LP. Upon the completion of the parent merger, we estimate that continuing MAA common shareholders will own approximately 67.7% of the issued and outstanding shares of common stock of the Combined Corporation, assuming the conversion of all limited partnership units of MAA LP held by existing limited partners of MAA LP to shares of Combined Corporation common stock, and former Post Properties common shareholders will own approximately 32.3% of the issued and outstanding shares of common stock of the Combined Corporation, assuming the conversion to shares of Combined Corporation common stock of all limited partnership units issued by MAA LP to former limited partners of Post LP. We also anticipate that MAA will issue 867,846 shares of MAA Series I preferred stock in connection with the parent merger in exchange for 867,846 shares of Post Properties Series A preferred stock that are currently outstanding.
MAA and Post Properties will each be holding a special meeting of their respective shareholders. At the MAA special meeting, MAA shareholders will be asked to vote on (i) a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders, (ii) a proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares, which we sometimes refer to as the MAA charter amendment, and (iii) a proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposals to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement and to approve the MAA charter amendment. At the Post Properties special meeting, Post Properties shareholders will be asked to vote on (i) a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, (ii) an advisory (non-binding) proposal to approve compensation payable to certain executive officers of Post Properties in connection with the parent merger, and (iii) a proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement.
The record date for determining the shareholders entitled to receive notice of, and to vote at, the MAA special meeting and the Post Properties special meeting is September 26, 2016. The proposals to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement require the affirmative vote of the holders of each of (i) a majority of the outstanding shares of MAA common stock entitled to vote thereon and (ii) a majority of the outstanding shares of Post Properties common stock entitled to vote thereon. The parent merger cannot be completed without the approval by MAA shareholders and Post Properties shareholders of these proposals. In addition, the proposal to approve the MAA charter amendment requires the affirmative vote of a majority of the shares of MAA common stock present in person or by proxy at the MAA special meeting and entitled to vote thereon. The parent merger cannot be completed without the approval by MAA shareholders of this proposal.
The MAA board of directors, which we refer to as the MAA Board, has unanimously (i) determined and declared that the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the issuance of MAA common stock to Post Properties shareholders in connection with the parent merger, are advisable and in the best interests of MAA and its shareholders, (ii) adopted and approved the merger agreement, the parent merger and the other transactions contemplated thereby, and (iii) determined and declared that, due to the transactions contemplated by the merger agreement, it is necessary, advisable, desirable and in the best interest of MAA to amend the MAA charter to increase the number of shares of MAA common stock authorized for issuance from 100,000,000 shares to 145,000,000 shares. The MAA Board unanimously recommends that MAA shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders, FOR the proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares, and FOR the proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposals to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement and to approve the MAA charter amendment.
The Post Properties board of directors, which we refer to as the Post Properties Board, has unanimously (i) approved, adopted, declared advisable and authorized the merger agreement and the transactions contemplated thereby, including the parent merger and the merger, prior to the parent merger, of Post LP with and into MAA LP, with MAA LP continuing as the surviving entity pursuant to the terms of the merger agreement, and (ii) recommended the approval of the merger agreement and the parent merger by Post Properties shareholders. The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, FOR the advisory (non-binding) proposal to approve compensation payable to certain executive officers of Post Properties in connection with the parent merger, and FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the merger agreement and the parent merger and the other transactions contemplated by the merger agreement.
This joint proxy statement/prospectus contains important information about MAA, Post Properties, the parent merger, the merger agreement and the special meetings. This document is also a prospectus for shares of MAA common stock and MAA Series I preferred stock that will be issued to holders of Post Properties common stock and Post Properties Series A preferred stock, respectively, pursuant to the merger agreement. We encourage you to read this joint proxy statement/prospectus carefully before voting, including the section entitled Risk Factors beginning on page 36.
Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the MAA special meeting or the Post Properties special meeting, as applicable, please submit a proxy to vote your shares as promptly as possible to make sure that your shares of MAA common stock and/or Post Properties common stock, as applicable, are represented at the applicable special meeting. Please review this joint proxy statement/prospectus for more complete information regarding the parent merger and the MAA special meeting and the Post Properties special meeting, as applicable.
If you are a MAA shareholder and have any questions or need assistance voting your shares, please call MAAs proxy solicitor, D.F. King & Co., Inc., at (866) 811-1442 (toll free) or (212) 269-5550 (call collect). If you are a Post Properties shareholder and have any questions or need assistance voting your shares, please call Post Properties proxy solicitor, Innisfree M&A Incorporated at (888) 750-5834 (toll free).
Sincerely,
H. Eric Bolton, Jr. |
David P. Stockert | |
Chairman and Chief Executive Officer | President and Chief Executive Officer | |
Mid-America Apartment Communities, Inc. | Post Properties, Inc. |
Neither the Securities and Exchange Commission, nor any state securities regulatory authority has approved or disapproved of the parent merger or the other transactions contemplated by the merger agreement or the securities to be issued under this joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated September 30, 2016, and is first being mailed to MAA and Post Properties shareholders on or about October 3, 2016.
MID-AMERICA APARTMENT COMMUNITIES, INC.
6584 Poplar Avenue
Memphis, Tennessee 38138
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 10, 2016
To the Shareholders of Mid-America Apartment Communities, Inc.:
You are invited to attend a special meeting of shareholders of Mid-America Apartment Communities, Inc., a Tennessee corporation, which we refer to as MAA. The meeting will be held at 8:30 a.m., local time, on November 10, 2016, at MAAs corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138, to consider and vote upon the following matters:
1. | a proposal to approve the Agreement and Plan of Merger, as it may be amended or modified from time to time, which we refer to as the merger agreement, by and among MAA, Mid-America Apartments, L.P., a Tennessee limited partnership, which we refer to as MAA LP, Post Properties, Inc., a Georgia corporation, which we refer to as Post Properties, Post GP Holdings, Inc., a Georgia corporation, and Post Apartment Homes, L.P., a Georgia limited partnership, pursuant to which Post Properties will merge with and into MAA, with MAA continuing as the surviving corporation, which we refer to as the parent merger, and the other transactions contemplated by the merger agreement, including the issuance of MAA common stock to Post Properties shareholders in connection with the parent merger; |
2. | a proposal to approve an amendment to the Amended and Restated Charter, as amended, of MAA, which we refer to as the MAA charter, to increase the number of authorized shares of common stock from 100,000,000 shares to 145,000,000 shares, which we refer to as the MAA charter amendment; and |
3. | a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal and the MAA charter amendment proposal, which we refer to as the MAA adjournment proposal. |
THE MAA BOARD HAS UNANIMOUSLY ADOPTED AND APPROVED THE MERGER AGREEMENT, THE PARENT MERGER, THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE MAA CHARTER AMENDMENT, AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL PROPOSALS.
MAA does not expect to transact any other business at the MAA special meeting. MAA common shareholders of record at the close of business on September 26, 2016 are entitled to receive this notice and vote at the MAA special meeting.
The proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of MAA common stock entitled to vote thereon. The proposal to approve the MAA charter amendment requires the affirmative vote of a majority of shares of MAA common stock present in person or by proxy and entitled to vote. The parent merger cannot be completed without the approval by MAA shareholders of these proposals. The proposal to adjourn the MAA special meeting requires that the votes cast FOR the proposal exceed the votes cast AGAINST the proposal.
Please refer to the accompanying joint proxy statement/prospectus for further information with respect to the business to be transacted at the MAA special meeting.
Please refer to the proxy card and the accompanying joint proxy statement/prospectus for information regarding your voting options. Even if you plan to attend the MAA special meeting, please take advantage of one of the advance voting options to assure that your shares of MAA common stock are represented at the MAA special meeting. You may revoke your proxy at any time before it is voted by following the procedures described in the accompanying joint proxy statement/prospectus.
By Order of the Board of Directors
Leslie B.C. Wolfgang
Senior Vice President, Chief Ethics and Compliance Officer
and Corporate Secretary
Memphis, Tennessee
September 30, 2016
Your vote is important. Whether or not you expect to attend the MAA special meeting in person, we urge you to vote your shares of MAA common stock as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card, or (3) signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares of MAA common stock may be represented and voted at the MAA special meeting. If your shares of MAA common stock are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder of your shares of MAA common stock.
POST PROPERTIES, INC.
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327
(404) 846-5000
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 10, 2016
To the Shareholders of Post Properties, Inc.:
A special meeting of the shareholders of Post Properties, Inc., a Georgia corporation, referred to in this joint proxy statement/prospectus as Post Properties, will be held at the offices of King & Spalding LLP located at 1180 Peachtree Street N.E., Atlanta, Georgia 30309, on November 10, 2016 commencing at 9:30 a.m., local time, to consider and vote upon the following matters:
1. | a proposal, which we sometimes refer to as the Post Properties merger proposal, to approve the Agreement and Plan of Merger, dated as of August 15, 2016, as it may be amended or modified from time-to-time (referred to in the accompanying joint proxy statement/prospectus as the merger agreement), by and among Mid-America Apartment Communities, Inc., referred to in the accompanying joint proxy statement/prospectus as MAA, Mid-America Apartments, L.P., Post Properties, Post GP Holdings, Inc. and Post Apartment Homes, L.P., pursuant to which, among other things, Post Properties will be merged with and into MAA, with MAA being the surviving entity (referred to in the accompanying joint proxy statement/prospectus as the parent merger), the parent merger and the other transactions contemplated by the merger agreement; |
2. | an advisory (non-binding) proposal to approve compensation payable to certain executive officers of Post Properties in connection with the parent merger, which we refer to as the merger-related compensation proposal; and |
3. | a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger, which we refer to as the Post Properties adjournment proposal. |
We do not expect to transact any other business at the Post Properties special meeting. Post Properties common shareholders of record at the close of business on September 26, 2016 are entitled to notice of and to vote at the Post Properties special meeting and at any adjournment or postponement of the Post Properties special meeting.
The merger agreement and the compensation payable under existing arrangements that certain executive officers of Post Properties may receive in connection with the parent merger are more fully described in the accompanying joint proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. A copy of the merger agreement is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus is a part of this notice.
All Post Properties shareholders of record are cordially invited to attend the Post Properties special meeting. Even if you plan to attend the Post Properties special meeting, we urge you to submit a valid proxy promptly.
Your vote is important regardless of the number of shares of Post Properties common stock you own. We cannot complete the parent merger unless the Post Properties merger proposal is approved by the affirmative vote of the holders of a majority of the outstanding shares of Post Properties common stock entitled to vote on such proposal. Accordingly, we urge you to review the enclosed materials and request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage-paid reply envelope or submit your proxy by telephone.
Post Properties shareholders do not have the right to seek appraisal of the fair value of their shares if the parent merger is completed. See the section entitled No Dissenters Rights beginning on page 171 of the accompanying joint proxy statement/prospectus.
POST PROPERTIES BOARD OF DIRECTORS, WHICH WE REFER TO AS THE POST PROPERTIES BOARD, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE MERGER AGREEMENT, THE PARENT MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AS DESCRIBED IN THE POST PROPERTIES MERGER PROPOSAL, FOR APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION PAYABLE TO CERTAIN POST PROPERTIES EXECUTIVE OFFICERS DESCRIBED IN THE MERGER-RELATED COMPENSATION PROPOSAL AND FOR APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE SPECIAL MEETING IN ACCORDANCE WITH THE POST PROPERTIES ADJOURNMENT PROPOSAL.
Approval of the Post Properties merger proposal, the merger-related compensation proposal and the Post Properties adjournment proposal are subject to separate votes by Post Properties shareholders, and approval of the merger-related compensation proposal is not a condition to the completion of the parent merger. Since the approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement in the Post Properties merger proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Post Properties common stock entitled to vote on such proposal, if you fail to vote, if you fail to authorize your broker, bank or other nominee to vote on your behalf, or if you abstain from voting, the effect will be the same as if you had voted against the approval of the Post Properties merger proposal.
By Order of the Board of Directors,
Sherry W. Cohen
Executive Vice President and Corporate Secretary
Atlanta, Georgia
September 30, 2016
Your vote is important. If your shares of Post Properties common stock are registered in your own name, you may submit your proxy by (1) filling out and signing the proxy card, and then mailing your signed proxy card in the enclosed postage-paid reply envelope or (2) calling toll free (888) 750-5834 and following the instructions on the enclosed proxy card. If your shares of Post Properties common stock are held in street name, you should follow the enclosed instructions that your broker, bank, or other nominee has provided.
ADDITIONAL INFORMATION
This joint proxy statement/prospectus incorporates important business and financial information about MAA and Post Properties from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus by requesting them from MAAs or Post Properties proxy solicitor in writing or by telephone at the following addresses and telephone numbers:
If you are a MAA shareholder: | If you are a Post Properties shareholder: | |
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Shareholders: (866) 811-1442 (toll free) Banks and brokers: (212) 269-5550 (call collect) Email: maa@dfking.com |
Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Shareholders: (888) 750-5834 (toll free) Banks and brokers: (212) 750-5833 (call collect) Email: info@innisfreema.com |
Investors may also consult MAAs or Post Properties website for more information concerning the mergers described in this joint proxy statement/prospectus. MAAs website is www.maac.com. Post Properties website is www.postproperties.com. Additional information is available at www.sec.gov. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.
If you would like to request copies of any documents, please do so by November 1, 2016 in order to receive them before the special meetings.
For more information, see Where You Can Find More Information beginning on page 201.
ABOUT THIS DOCUMENT
This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed by MAA (File No. 333-213591) with the Securities and Exchange Commission, which is referred to herein as the SEC, constitutes a prospectus of MAA for purposes of the Securities Act of 1933, as amended, which is referred to herein as the Securities Act, with respect to the shares of MAA common stock to be issued to Post Properties common shareholders in exchange for Post Properties common stock, and the shares of MAA Series I preferred stock to be issued to Post Properties preferred shareholders in exchange for Post Properties Series A preferred stock, in each case pursuant to the merger agreement. This joint proxy statement/prospectus also constitutes a proxy statement for each of MAA and Post Properties for purposes of the Securities Exchange Act of 1934, as amended, which is referred to herein as the Exchange Act. In addition, this joint proxy statement/prospectus contains a notice of meeting with respect to the MAA special meeting and a notice of meeting with respect to the Post Properties special meeting.
You should rely only on the information contained or incorporated by reference in this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated September 30, 2016. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to MAA shareholders or Post Properties shareholders nor the issuance by MAA of shares of its common stock or shares of its Series I preferred stock to Post Properties shareholders pursuant to the merger agreement will create any implication to the contrary.
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding MAA has been provided by MAA and information contained in this joint proxy statement/prospectus regarding Post Properties has been provided by Post Properties.
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Interests of MAAs Directors and Executive Officers in the Mergers |
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Interests of Post Properties Directors and Executive Officers in the Merger |
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Comparison of Rights of Shareholders of MAA and Shareholders of Post Properties |
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Selected Historical Financial Information of Post Properties |
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Selected Unaudited Pro Forma Consolidated Financial Information |
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Risk Factors Relating to the Combined Corporation Following the Mergers |
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Risks Related to an Investment in the Combined Corporations Common Stock |
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Recommendation of the MAA Board and Its Reasons for the Mergers |
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Recommendation of the Post Properties Board and Its Reasons for the Mergers |
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Certain MAA Financial Projections Utilized by the Companies Boards and Financial Advisors |
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Interests of MAAs Directors and Executive Officers in the Mergers |
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Listing of MAA Common Stock and MAA Series I Preferred Stock |
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Merger Consideration; Effects of the Merger and the Partnership Merger |
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Power to Issue Additional Shares of Common and Preferred Stock |
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COMPARISON OF RIGHTS OF SHAREHOLDERS OF MAA AND SHAREHOLDERS OF POST PROPERTIES |
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The following are answers to some questions that you may have regarding the proposed transaction between MAA and Post Properties and the other proposals being considered at the MAA special meeting and the Post Properties special meeting. MAA and Post Properties urge you to read carefully this entire joint proxy statement/prospectus, including the Annexes, and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section does not provide all the information that might be important to you. See Where You Can Find More Information.
Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:
| MAA are to Mid-America Apartment Communities, Inc., a Tennessee corporation; |
| MAA LP are to Mid-America Apartments, L.P., a Tennessee limited partnership; |
| Post Properties are to Post Properties, Inc., a Georgia corporation; |
| Post GP are to Post GP Holdings, Inc., a Georgia corporation; |
| Post LP are to Post Apartment Homes, L.P., a Georgia limited partnership; |
| MAA Board are to the board of directors of MAA; |
| Post Properties Board are to the board of directors of Post Properties; |
| merger agreement are to the Agreement and Plan of Merger, dated as of August 15, 2016, by and among MAA, MAA LP, Post Properties, Post GP and Post LP, as it may be amended, modified or supplemented from time to time, a copy of which is attached as Annex A to this joint proxy statement/prospectus and is incorporated herein by reference; |
| parent merger are to the merger of Post Properties with and into MAA, with MAA continuing as the surviving entity pursuant to the terms of the merger agreement; |
| partnership merger are to the merger, prior to the parent merger, of Post LP with and into MAA LP, with MAA LP continuing as the surviving entity pursuant to the terms of the merger agreement; |
| mergers are to the parent merger and the partnership merger; |
| MAA common stock are to shares of common stock of MAA, $0.01 par value per share; |
| MAA Series I preferred stock are to MAAs 8.50% Series I Cumulative Redeemable Preferred Stock, $0.01 par value per share; |
| MAA LP units are to the limited partnership interests in MAA LP designated as a Partnership Unit under the MAA LP limited partnership agreement; |
| MAA LP limited partnership agreement are to the Third Amended and Restated Agreement of Limited Partnership of MAA LP, dated as of October 1, 2013, as amended, modified or supplemented from time to time; |
| Post Properties common stock are to shares of common stock of Post Properties, $0.01 par value per share; |
| Post Properties Series A preferred stock are to Post Properties 8 1⁄2% Series A Cumulative Redeemable Preferred Shares, $0.01 par value per share; |
| Post LP preferred units are to the limited partnership interests in Post LP designated as a Series A Preferred Unit under the Post LP limited partnership agreement; |
| Post LP units are to the limited partnership interests in Post LP designated as a Partnership Unit under the Post LP limited partnership agreement; |
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| Post LP limited partnership agreement are to the Second Amended and Restated Agreement of Limited Partnership of Post LP, dated as of October 24, 1997, as amended, modified or supplemented from time to time; |
| Combined Corporation are to MAA after the effective time of the parent merger; |
| NYSE are to the New York Stock Exchange; |
| SEC are to the Securities and Exchange Commission; |
| GAAP are to generally accepted accounting principles in the United States; |
| IRS are to the Internal Revenue Service; |
| Code are to the Internal Revenue Code of 1986, as amended; |
| REIT are to a real estate investment trust; |
| GBCC are to the Georgia Business Corporation Code; and |
| TBCA are to the Tennessee Business Corporation Act. |
Q: | What is the proposed transaction? |
A: | MAA and Post Properties are proposing a combination of their companies through the merger of Post Properties with and into MAA, with MAA continuing as the surviving entity, pursuant to the terms of the merger agreement. The merger agreement also provides for the merger of Post LP with and into MAA LP, with MAA LP continuing as the surviving entity. |
Following the mergers, MAA will continue to be structured as a traditional umbrella partnership REIT, or UPREIT, and will hold all of its assets, including the assets formerly owned by Post LP, other than its general partner and limited partner interests in MAA LP and certain bank or other accounts, through MAA LP. The Combined Corporation will retain the name Mid-America Apartment Communities, Inc. and its common stock will continue to be listed and traded on the NYSE under the symbol MAA.
Q: | What will happen in the proposed transaction? |
A: | As a result of the parent merger, each issued and outstanding share of Post Properties common stock (other than shares held by a wholly-owned subsidiary of Post Properties or by MAA or any of its subsidiaries) will be converted automatically into the right to receive 0.71 shares of MAA common stock. MAA will not issue any fractional shares of MAA common stock in the parent merger. Post Properties common shareholders who would otherwise be entitled to receive a fraction of a share of MAA common stock will instead receive, for the fraction of a share, an amount in cash based on the volume weighted average price of MAA common stock for the ten trading days immediately prior to the effective time of the parent merger. In addition, as a result of the parent merger, each issued and outstanding share of Post Properties Series A preferred stock will be converted into the right to receive one newly-issued share of MAA Series I preferred stock. The MAA Series I preferred stock will have the same rights, preferences, privileges and voting powers as the Post Properties Series A preferred stock. The Combined Corporation anticipates that MAA Series I preferred stock will be listed on the NYSE upon the consummation of the mergers under the symbol MAA-PRI. |
As a result of the partnership merger, each issued and outstanding Post LP unit (other than the general partner interests in Post LP owned by Post GP) will be converted automatically into the right to receive 0.71 MAA LP units, and each issued and outstanding Post LP preferred unit will be converted automatically into the right to receive one validly issued preferred unit in MAA LP. Each holder of MAA LP units will be admitted as a limited partner of MAA LP in accordance with the terms of the MAA LP limited partnership agreement.
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Q: | How will MAA shareholders be affected by the parent merger and the issuance of shares of MAA common stock and MAA Series I preferred stock to Post Properties shareholders in the parent merger? |
A: | After the mergers, each MAA shareholder will continue to own the same number of shares of MAA common stock that the shareholder held immediately prior to the parent merger. However, because MAA will be issuing new shares of MAA common stock to Post Properties common shareholders in the parent merger, each outstanding share of MAA common stock immediately prior to the parent merger will represent a smaller percentage of the aggregate number of shares of the Combined Corporation common stock outstanding after the parent merger. In addition, MAA LP units to be received by Post LP unitholders in the partnership merger will be subject to a redemption right at the option of the holder. Upon exercise by the unitholder of its redemption right, such unitholder may receive one share of MAA common stock (in lieu of cash) for each MAA LP unit redeemed, at MAAs sole and absolute discretion. Upon the completion of the mergers, based on the number of shares of MAA common stock and Post Properties common stock outstanding as of September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus, we estimate that continuing MAA common shareholders will own approximately 67.7% of the issued and outstanding shares of the Combined Corporation common stock, assuming the conversion of all MAA LP units held by existing limited partners of MAA LP into shares of the Combined Corporation common stock, and former Post Properties common shareholders will own approximately 32.3% of the issued and outstanding shares of the Combined Corporation common stock, assuming the conversion of all MAA LP units issued by MAA LP to former limited partners of Post LP into shares of the Combined Corporation common stock. |
In addition, because MAA will be issuing new shares of MAA Series I preferred stock in the parent merger, MAA common shareholders rights will rank junior to the holders of MAA Series I preferred stock with respect to dividends and the voluntary or involuntary liquidation, dissolution or winding up of the Combined Corporations affairs.
Q: | What happens if the market price of shares of MAA common stock or Post Properties common stock changes before the closing of the mergers? |
A: | No change will be made to the exchange ratio of 0.71 if the market price of shares of MAA common stock or Post Properties common stock changes before the mergers. Because the exchange ratio is fixed, the value of the consideration to be received by Post Properties common shareholders in the parent merger and Post LP unitholders in the partnership merger will depend on the market price of shares of MAA common stock at the time of the mergers. |
Q: | What will happen to outstanding Post Properties equity awards in the mergers? |
A: | At the effective time of the parent merger, each outstanding Post Properties option will vest in full and be assumed by the Combined Corporation. Each outstanding Post Properties option so assumed by the Combined Corporation will continue to have, and be subject to, the same terms and conditions (other than vesting) as were applicable to the corresponding Post Properties option immediately prior to the effective time of the parent merger, except that (A) each Post Properties option will be exercisable for that number of whole shares of MAA common stock equal to the product of the number of shares of Post Properties common stock that were subject to such Post Properties option immediately prior to the parent merger multiplied by the exchange ratio of 0.71 (rounded down to the nearest whole number of shares of MAA common stock) and (B) the per share exercise price for the shares of MAA common stock issuable upon exercise of such assumed Post Properties option will be equal to the quotient determined by dividing the exercise price of each share of Post Properties common stock subject to such assumed Post Properties option by the exchange ratio of 0.71 (rounded up to the nearest whole cent). |
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In addition, immediately prior to the effective time of the parent merger, all outstanding issuance and forfeiture conditions on any shares of Post Properties common stock subject to restricted share awards will be deemed satisfied in full and holders of such shares of Post Properties common stock will be entitled to receive 0.71 shares of MAA common stock for each share of Post Properties common stock, plus cash in lieu of any fractional share.
Q: | Why am I receiving this joint proxy statement/prospectus? |
A: | The MAA Board and the Post Properties Board are using this joint proxy statement/prospectus to solicit proxies from the common shareholders of each of MAA and Post Properties in connection with the parent merger, and to provide notice to the holders of Post Properties Series A preferred stock of the Post Properties special meeting, although holders of Post Properties Series A preferred stock are not entitled to vote on the proposed transaction. |
In addition, MAA is using this joint proxy statement/prospectus as a prospectus for Post Properties shareholders because shares of MAA common stock and MAA Series I preferred stock will be issued in exchange for shares of Post Properties common stock and Post Properties Series A preferred stock, respectively, in the parent merger. The parent merger cannot be completed unless:
| the holders of MAA common stock vote to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger; |
| the holders of MAA common stock vote to approve the MAA charter amendment, as the number of shares of MAA common stock to be issued to the Post Properties shareholders in the parent merger, together with the number of shares of MAA common stock outstanding, currently reserved for issuance and to be reserved for issuance following the parent merger, will exceed the current aggregate number of authorized shares of MAA common stock; and |
| the holders of Post Properties common stock vote to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. |
Each of MAA and Post Properties will hold separate meetings of their respective common shareholders to obtain these approvals and to consider other proposals as described elsewhere in this joint proxy statement/prospectus. This joint proxy statement/prospectus contains important information about the merger agreement, the parent merger and the other transactions contemplated by the merger agreement as well as information about the other proposals being voted on at the special meetings and you should read it carefully. The enclosed voting materials allow you to vote your shares of MAA common stock and/or Post Properties common stock, as applicable, without attending the special meetings.
Your vote is important. You are encouraged to submit your proxy as promptly as possible.
Q: | Am I being asked to vote on any other proposals at the special meetings in addition to the parent merger proposal? |
A: | MAA. At the MAA special meeting, MAA common shareholders will be asked to consider and vote upon the following additional proposals: |
| A proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares, which we refer to herein as the MAA charter amendment. The completion of the parent merger requires the approval of the MAA charter amendment as the number of shares of MAA common stock to be issued to the Post Properties shareholders in the parent merger, together with the number of shares of MAA common stock outstanding, currently reserved for issuance and to be reserved for issuance following the parent merger, will exceed the current aggregate number of authorized shares of MAA common stock. |
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| A proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement and the MAA charter amendment proposal. |
Post Properties. At the Post Properties special meeting, Post Properties common shareholders will be asked to consider and vote upon the following additional proposals:
| An advisory (non-binding) proposal to approve compensation that may be paid or become payable to certain executive officers of Post Properties in connection with the parent merger. |
| A proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. |
Q: | Why are MAA and Post Properties proposing the mergers? |
A: | Among other reasons, the MAA Board and the Post Properties Board believe that the mergers will create the premier Sunbelt-focused multifamily REIT that will own approximately 105,000 apartment units in 317 communities, representing the largest publicly-held owner and operator of multifamily units in the United States by number of units. The Combined Corporation is expected to have improved liquidity, greater access to multiple forms of capital, an enhanced investment-grade credit rating with limited near-term debt maturities and a lower cost of capital over the long term than either MAA or Post Properties on a stand-alone basis. The increased size and diversification of the Combined Corporations portfolio is expected to enhance its competitive advantage across the Sunbelt region, and synergies and advantages generated by the mergers are expected to drive higher margins. To review the reasons of the MAA Board and the Post Properties Board for the mergers in greater detail, see The MergersRecommendation of the MAA Board and Its Reasons for the Mergers beginning on page 84 and The MergersRecommendation of the Post Properties Board and Its Reasons for the Mergers beginning on page 88. |
Q: | Who will be the board of directors and management of the Combined Corporation, and the general partner of MAA LP, after the mergers? |
A: | At the effective time of the parent merger, the number of directors that comprise the board of directors of the Combined Corporation will be thirteen, with all ten of the members of the MAA Board immediately prior to the completion of the parent merger, H. Eric Bolton, Jr., Alan B. Graf, Jr., James K. Lowder, Thomas H. Lowder, Monica McGurk, Claude B. Nielsen, Philip W. Norwood, W. Reid Sanders, William B. Sansom and Gary Shorb, continuing as directors of the Combined Corporation. In addition, three current members of the Post Properties Board, Russell R. French, Toni Jennings and David P. Stockert, will join the board of directors of the Combined Corporation. H. Eric Bolton, Jr., MAAs Chief Executive Officer and Chairman of the Board of Directors, will serve as Chief Executive Officer and Chairman of the Board of Directors of the Combined Corporation. Alan B. Graf, Jr., Lead Independent Director for MAA, will serve as Lead Independent Director for the Combined Corporation. In addition, Albert M. Campbell, III, MAAs Chief Financial Officer, Thomas L. Grimes, Jr., MAAs Chief Operating Officer, and Robert J. DelPriore, MAAs General Counsel, will serve as the Chief Financial Officer, Chief Operating Officer and General Counsel, respectively, of the Combined Corporation. |
After the mergers, the Combined Corporation will be the sole general partner of MAA LP with all management powers over the business and affairs of MAA LP.
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Q: | Will MAA and Post Properties continue to pay distributions prior to the effective time of the mergers? |
A: | Yes. The merger agreement permits each of MAA and Post Properties to continue to pay a regular quarterly distribution at a rate not in excess of the regular quarterly cash dividend most recently declared prior to the date of the merger agreement (which is $0.82 per share per quarter for MAA common stock and $0.47 per share per quarter for Post Properties common stock). The merger agreement also permits Post Properties to pay a regular quarterly distribution in accordance with past practice at a rate not to exceed $1.0625 per share per quarter for Post Properties Series A preferred stock. In addition, the merger agreement permits each of MAA and Post Properties to pay any distribution that is reasonably necessary to maintain its REIT qualification and/or to avoid the imposition of U.S. federal income or excise tax. The timing of distributions will be coordinated by MAA and Post Properties so that if either the MAA shareholders or the Post Properties shareholders receive a distribution for any particular quarter prior to the closing of the mergers, the shareholders of the other entity will also receive a distribution for that quarter prior to the closing of the mergers. |
Q: | When and where are the special meetings? |
A: | The MAA special meeting will be held at MAAs corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138, on November 10, 2016 commencing at 8:30 a.m., local time. |
The Post Properties special meeting will be held at the offices of King & Spalding LLP located at 1180 Peachtree Street N.E., Atlanta, Georgia 30309, on November 10, 2016 commencing at 9:30 a.m., local time.
Q: | Who can vote at the special meetings? |
A: | MAA. All MAA common shareholders of record as of the close of business on September 26, 2016, the record date for determining shareholders entitled to notice of and to vote at the MAA special meeting, are entitled to receive notice of and to vote at the MAA special meeting. As of the record date, there were 75,541,759 shares of MAA common stock outstanding and entitled to vote at the MAA special meeting, held by approximately 2,483 holders of record. Each share of MAA common stock is entitled to one vote on each proposal presented at the MAA special meeting. |
Post Properties. All Post Properties common shareholders of record as of the close of business on September 26, 2016, the record date for determining shareholders entitled to notice of and to vote at the Post Properties special meeting, are entitled to receive notice of and to vote at the Post Properties special meeting. As of the record date, there were 53,508,995 shares of Post Properties common stock outstanding and entitled to vote at the Post Properties special meeting, held by approximately 1,214 holders of record. Each share of Post Properties common stock is entitled to one vote on each proposal presented at the Post Properties special meeting.
As of the record date, there were 867,846 shares of Post Properties Series A preferred stock outstanding, held by 5 holders of record. Holders of Post Properties Series A preferred stock at the close of business on the record date are not entitled to vote at the Post Properties special meeting.
Q: | What constitutes a quorum? |
A: | MAA. The presence, in person or by proxy, of MAA common shareholders entitled to cast a majority of all the votes entitled to be cast at the MAA special meeting will constitute a quorum. 37,770,880 shares of MAA common stock must be represented by shareholders present in person or by proxy at the MAA special meeting to constitute a quorum for the MAA special meeting. |
Post Properties. The presence, in person or by proxy, of Post Properties common shareholders entitled to cast a majority of all the votes entitled to be cast at the Post Properties special meeting will constitute a quorum. 26,754,498 shares of Post Properties common stock must be represented by shareholders present in person or by proxy at the Post Properties special meeting to constitute a quorum for the Post Properties special meeting.
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Abstentions and broker non-votes will be counted towards the quorum requirement at each of the MAA special meeting and the Post Properties special meeting, respectively, for purposes of determining whether a quorum is present.
Q: | What vote by the MAA common shareholders and Post Properties common shareholders is required to approve the proposals? |
A: | MAA. |
| Approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger, requires the affirmative vote of the holders of a majority of the outstanding shares of MAA common stock entitled to vote on the proposal. |
| Approval of the MAA charter amendment requires the affirmative vote of a majority of the shares of MAA common stock present in person or by proxy and entitled to vote on the proposal. |
| Approval of one or more adjournments of the MAA special meeting requires the votes cast FOR the proposal exceed the votes cast AGAINST the proposal. |
Post Properties.
| Approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Post Properties common stock entitled to vote on the proposal. |
| Approval, on an advisory (non-binding) basis, of the compensation that may be paid or become payable to certain executive officers of Post Properties in connection with the mergers requires the votes cast FOR the proposal exceed the votes cast AGAINST the proposal. |
| Approval of one or more adjournments of the Post Properties special meeting requires the vote cast FOR the proposal exceed the votes cast AGAINST the proposal. |
Q: | Is a vote of the holders of Post Properties Series A preferred stock required to complete the mergers? |
A: | No, the holders of Post Properties Series A preferred stock are not entitled to vote on any of the proposals presented in this joint proxy statement/prospectus. |
Q: | How does the MAA Board recommend that MAA common shareholders vote on the proposals? |
A: | After careful consideration, the MAA Board has unanimously determined and declared that the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger, and the MAA charter amendment, are advisable and in the best interests of MAA and its common shareholders and approved and adopted the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. The MAA Board unanimously recommends that MAA shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger, FOR the proposal to approve the MAA charter amendment and FOR the proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate in the view of the MAA Board, to solicit additional proxies in favor of the proposals if there are not sufficient votes at the time of adjournment to approve such proposals. |
For a more complete description of the recommendation of the MAA Board, see The MergersRecommendation of the MAA Board and Its Reasons for the Mergers beginning on page 84.
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Q: | How does the Post Properties Board recommend that Post Properties common shareholders vote on the proposals? |
A: | After careful consideration, the Post Properties Board has unanimously determined and declared that the merger agreement, the parent merger and the other transactions contemplated by the merger agreement are advisable and in the best interests of Post Properties and its common shareholders and approved the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, FOR the advisory (non-binding) proposal to approve compensation that may be paid or become payable to certain executive officers of Post Properties in connection with the parent merger, and FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate in the view of the Post Properties Board, to solicit additional proxies in favor of the proposals if there are not sufficient votes at the time of adjournment to approve such proposals. |
For a more complete description of the recommendation of the Post Properties Board, see The MergersRecommendation of the Post Properties Board and Its Reasons for the Mergers beginning on page 88.
Q: | What vote by the holders of the partnership interests in MAA LP is required to approve the partnership merger? |
A: | Approval of the partnership merger requires the affirmative vote of MAA, in its capacity as general partner of MAA LP. MAA LP unitholders are not entitled to vote on the partnership merger. MAA, in its capacity as general partner of MAA LP, has approved the merger agreement, partnership merger and the other transactions contemplated by the merger agreement and has authorized and approved the issuance of new MAA LP units to the holders of Post LP units and the issuance of preferred units in MAA LP to the holders of Post LP preferred units. |
Q: | What vote by the holders of the partnership interests in Post LP is required to approve the partnership merger? |
A: | Approval of the partnership merger requires the affirmative vote of Post GP, the general partner of Post LP (of which Post Properties is the sole shareholder), and the consent of the limited partners of Post LP holding a majority of the outstanding Post LP units held by limited partners. As of September 9, 2016, Post LP Holdings, Inc., a wholly owned subsidiary of Post Properties, was the holder of approximately 99.8% of the outstanding Post LP units held by the limited partners. Post GP has approved the merger agreement, partnership merger and the other transactions contemplated by the merger agreement. While Post LP Holdings, Inc. has not yet approved the partnership merger, Post LP Holdings, Inc. is controlled by Post Properties and it is expected that Post LP Holdings, Inc. will deliver its written consent to approve the merger agreement, the partnership merger and the other transactions contemplated by the merger agreement. Unless the merger agreement is terminated, Post Properties is required to vote all Post LP units beneficially owned by it and any of its subsidiaries in favor of the merger agreement, the partnership merger and the other transactions contemplated by the merger agreement. |
Q: | Are there any conditions to closing of the mergers that must be satisfied for the mergers to be completed? |
A: | Closing of the mergers is conditioned upon the approval of the parent merger by the affirmative vote of the holders of a majority of the outstanding shares of MAA common stock and Post Properties common stock entitled to vote and the approval of the MAA charter amendment by the affirmative vote of a majority of the shares of MAA common stock present in person or by proxy and entitled to vote on the proposal. In addition to the approvals of the shareholders of each of MAA and Post Properties, there are a number of conditions that must be satisfied or waived for the mergers to be consummated. Among other things, the shares of MAA common stock and MAA Series I preferred stock to be issued in the parent merger must have been approved for listing on the NYSE, subject to official notice of issuance. |
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Q: | Are there risks associated with the mergers that I should consider in deciding how to vote? |
A: | Yes. There are a number of risks related to the mergers that are discussed in this joint proxy statement/ prospectus described in the section entitled Risk Factors beginning on page 36. |
Q: | If my shares of MAA common stock or my shares of Post Properties common stock are held in street name by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares of MAA common stock or my shares of Post Properties common stock for me? |
A: | No. Under the NYSE rules, brokers, banks and other nominees may use their discretion to vote uninstructed shares (i.e., shares held of record by banks, brokerage firms or other nominees but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be routine, but not with respect to non-routine matters. Because none of the proposals to be voted on at either the MAA special meeting or the Post Properties special meeting is routine for which brokers, banks and other nominees may have discretionary authority to vote, unless you instruct your broker, bank or other nominee how to vote your shares of MAA common stock or Post Properties common stock, as applicable, held in street name, your shares will NOT be voted. This is referred to as a broker non-vote. If you hold your shares in a stock brokerage account or if your shares are held by a broker, bank or other nominee (that is, in street name), you must provide your broker, bank or other nominee with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. You should also be aware that you may not vote shares of MAA common stock or Post Properties common stock held in street name by returning a proxy card directly to MAA or Post Properties, as applicable, or by voting in person at the MAA special meeting or the Post Properties special meeting unless you provide a legal proxy, which you must obtain from your broker, bank or other nominee. |
Q: | What happens if I do not vote for a proposal? |
A: | MAA. If you are a MAA common shareholder and you fail to instruct your broker, bank or nominee to vote, or abstain from voting: |
| with respect to the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger, abstentions and broker non-votes will have the same effect as a vote AGAINST this proposal; |
| with respect to the MAA charter amendment proposal, assuming a quorum is present, abstentions will have the same effect as a vote AGAINST this proposal but broker non-votes will have no effect on the outcome of the vote for this proposal; and |
| with respect to the MAA adjournment proposal, abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal. |
Post Properties. If you are a Post Properties shareholder and you fail to instruct your broker, bank or nominee to vote, or abstain from voting:
| with respect to the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, abstentions and broker non-votes will have the same effect as a vote AGAINST this proposal; |
| with respect to the advisory (non-binding) proposal to approve compensation that may be paid or become payable to certain executive officers of Post Properties in connection with the mergers, abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal; and |
| with respect to the Post Properties adjournment proposal, abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal. |
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Q: | Why are Post Properties common shareholders being asked to approve, on a non-binding advisory basis, the compensation that may be payable to certain executive officers of Post Properties in connection with the completion of the parent merger? |
A: | The rules promulgated by the SEC under Section 14A of the Exchange Act require Post Properties to seek a non-binding, advisory vote with respect to the compensation that may be payable to certain executive officers of Post Properties in connection with the parent merger. For more information regarding such payments, see the section entitled Proposals Submitted to Post Properties ShareholdersAdvisory Vote on Executive Compensation beginning on page 67. |
Q: | Will my rights as a shareholder change as a result of the parent merger? |
A: | The rights of the MAA common shareholders will be substantially unchanged as a result of the parent merger. Post Properties shareholders will have different rights following completion of the parent merger due to the differences between the governing documents of MAA and Post Properties. At the effective time of the parent merger, the charter and bylaws of MAA will thereafter be the charter and bylaws of the Combined Corporation, and the rights of the former Post Properties shareholders who receive MAA common stock or MAA Series I preferred stock will be governed by the TBCA (rather than the GBCC). For more information regarding the differences in shareholder rights, see Comparison of Rights of Shareholders of MAA and Shareholders of Post Properties beginning on page 183. |
The rights of the holders of Post Properties Series A preferred stock will remain substantially unchanged. MAA Series I preferred stock will have the same rights, preferences, privileges and voting powers as the Post Properties Series A preferred stock.
Q: | When are the mergers expected to be completed? |
A: | MAA and Post Properties expect to complete the mergers as soon as reasonably practicable following satisfaction of all of the required conditions. If the shareholders of both MAA and Post Properties approve the parent merger, and if the other conditions to closing the mergers are satisfied or waived, it is expected that the mergers will be completed in the fourth quarter of 2016. However, there is no guaranty that the conditions to the mergers will be satisfied or that the mergers will close. |
Q: | Do I need to do anything with my share certificates or book-entry shares now? |
A: | No. If you are a Post Properties shareholder, you should not submit or attempt to exchange your share certificates or book-entry shares at this time. After the mergers are completed, if you held Post Properties common stock or Post Properties Series A preferred stock, the exchange agent for the Combined Corporation will send you a letter of transmittal and instructions for exchanging your Post Properties common stock for the Combined Corporation common stock or Post Properties Series A preferred stock for MAA Series I preferred stock pursuant to the terms of the merger agreement. Upon surrender of a certificate or book-entry share for cancellation along with the executed letter of transmittal and other required documents described in the instructions, a Post Properties shareholder will receive shares of common stock of the Combined Corporation or MAA Series I preferred stock, as applicable, pursuant to the terms of the merger agreement. The value of any fractional shares of the Combined Corporation common stock to which a holder would otherwise be entitled will be paid in cash. |
If you are a MAA shareholder, you are not required to take any action with respect to your shares of MAA common stock. Such shares will continue to represent shares of the Combined Corporation after the mergers.
Q: | What are the anticipated U.S. federal income tax consequences to me of the parent merger? |
A: | It is intended that the parent merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The closing of the parent merger is conditioned on the receipt by each of MAA and Post |
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Properties of an opinion from its respective counsel to the effect that the parent merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the parent merger qualifies as a reorganization, U.S. holders of Post Properties common stock and Post Properties Series A preferred stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of the Combined Corporation common stock or MAA Series I preferred stock in exchange for Post Properties common stock or Post Properties Series A preferred stock, as applicable, in connection with the parent merger, except with respect to cash received in lieu of fractional shares of the Combined Corporation common stock. Post Properties shareholders should read the discussion under the heading The MergersMaterial U.S. Federal Income Tax Consequences of the Parent Merger and Ownership of Combined Corporation Common Stock and MAA Series I Preferred Stock beginning on page 121 and consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the parent merger. |
Q: | Are MAA and/or Post Properties shareholders entitled to appraisal or dissenters rights? |
A: | No. Neither MAA shareholders nor Post Properties shareholders are entitled to appraisal or dissenters rights in connection with the mergers or the other transactions contemplated by the merger agreement. |
Q: | What happens if the mergers are not completed? |
A: | If the parent merger and the other transactions contemplated by the merger agreement are not approved by the MAA common shareholders and the Post Properties common shareholders, or if the mergers are not completed for any other reason, Post Properties shareholders and Post LP holders will not receive any form of consideration in connection with the mergers. Instead, each of MAA and Post Properties will remain an independent public company and its shares of common stock and Post Properties Series A preferred stock will continue to be listed and traded on the NYSE. See Risk FactorsRisk Factor Relating to the MergersFailure to complete the mergers could negatively affect the stock prices and the future business and financial results of both MAA and Post Properties. If the merger agreement is terminated because either party fails to obtain the approval of its shareholders, among other reasons, such party will be required to pay the other partys reasonable documented out-of-pocket expenses incurred up to a maximum of $10.0 million. In certain other circumstances, MAA may be obligated to pay Post Properties a termination fee of either $122.5 million or $245.0 million, plus reasonable documented out-of-pocket expenses incurred up to a maximum of $10.0 million, and Post Properties may be required to pay MAA a termination fee of either $58.5 million or $117.0 million, plus reasonable documented out-of-pocket expenses incurred up to a maximum of $10.0 million. See The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by Post Properties to MAA beginning on page 168 and The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by MAA to Post Properties beginning on page 169. |
Q: | What do I need to do now? |
A: | After you have carefully read this joint proxy statement/prospectus, please respond by completing, signing and dating your proxy card or voting instruction card and returning it in the enclosed preaddressed postage-paid envelope or, if available, by submitting your proxy by one of the other methods specified in your proxy card or voting instruction card as promptly as possible so that your shares of MAA common stock and/or your Post Properties common stock will be represented and voted at the MAA special meeting or the Post Properties special meeting, as applicable. |
If your shares of MAA common stock or Post Properties common stock are held in an account at a broker, bank or other nominee, please refer to your proxy card or voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available to you.
The method by which you submit a proxy will in no way limit your right to vote at the MAA special meeting or the Post Properties special meeting, as applicable, if you later decide to attend the special
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meeting in person. However, if your shares of MAA common stock or Post Properties common stock are held in the name of a broker, bank or other nominee, you must obtain a legal proxy, executed in your favor, from your broker, bank or other nominee, to be able to vote in person at the MAA special meeting or the Post Properties special meeting, as applicable.
Q: | How will my proxy be voted? |
A: | All shares of MAA common stock entitled to vote and represented by properly completed proxies received prior to the MAA special meeting, and not revoked, will be voted at the MAA special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of MAA common stock should be voted on a matter, the shares of MAA common stock represented by your proxy will be voted as the MAA Board recommends and therefore FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties common shareholders in the parent merger, FOR the proposal to approve the MAA charter amendment, and FOR the proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate in the view of the MAA Board, to solicit additional proxies in favor of the proposals if there are not sufficient votes at the time of adjournment to approve such proposals. If you do not provide voting instructions to your broker, bank or other nominee, your shares of MAA common stock will NOT be voted at the MAA special meeting and will be considered broker non-votes. |
All shares of Post Properties common stock entitled to vote and represented by properly completed proxies received prior to the Post Properties special meeting, and not revoked, will be voted at the Post Properties special meeting as instructed on the proxies. If you properly sign, date and return a proxy card, but do not indicate how your shares of Post Properties common stock should be voted on a matter, the shares of Post Properties common stock represented by your proxy will be voted as the Post Properties Board recommends and therefore FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, FOR the advisory (non-binding) proposal to approve compensation that may be paid or become payable to certain executive officers of Post Properties in connection with the mergers and FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate in the view of the Post Properties Board, to solicit additional proxies in favor of the proposals if there are not sufficient votes at the time of adjournment to approve such proposals. If you do not provide voting instructions to your broker, bank or other nominee, your shares of Post Properties common stock will NOT be voted at the Post Properties special meeting and will be considered broker non-votes.
Q: | Can I revoke my proxy or change my vote after I have delivered my proxy? |
A: | Yes. You may revoke your proxy or change your vote at any time before your proxy is voted at the MAA special meeting or the Post Properties special meeting, as applicable. If you are a holder of record, you can do this in any of the three following ways: |
| by sending a written notice to the corporate Secretary of MAA or the corporate Secretary of Post Properties, as applicable, in time to be received before the MAA special meeting or the Post Properties special meeting, as applicable, stating that you would like to revoke your proxy; |
| by completing, signing and dating another proxy card and returning it by mail in time to be received before the MAA special meeting or the Post Properties special meeting, as applicable, or by submitting a later dated proxy by the Internet or telephone in which case your later-submitted proxy will be recorded and your earlier proxy revoked; or |
| by attending the MAA special meeting or the Post Properties special meeting, as applicable, and voting in person. Simply attending the MAA special meeting or the Post Properties special meeting, as applicable, without voting will not revoke your proxy or change your vote. |
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If your shares of MAA common stock or Post Properties common stock are held in an account at a broker, bank or other nominee and you desire to change your vote or vote in person, you should contact your broker, bank or other nominee for instructions on how to do so.
Q: | What happens if I sell my shares of MAA common stock or Post Properties common stock after the record date but before the applicable special meeting? |
A: | The record dates for the MAA special meeting and the Post Properties special meeting are earlier than both the date of the special meetings and the date that the mergers are expected to be completed. If you sell or otherwise transfer your shares of MAA common stock or Post Properties common stock after the record date but before the date of the applicable special meeting, you will retain your right to vote at the applicable special meeting (unless otherwise agreed between you and the transferee). However, you will not have the right to receive the merger consideration to be received by Post Properties common shareholders. In order to receive the merger consideration, you must hold your shares of Post Properties common stock through the completion of the parent merger. |
Q: | What does it mean if I receive more than one set of voting materials for the MAA special meeting or the Post Properties special meeting? |
A: | You may receive more than one set of voting materials for the MAA special meeting and/or the Post Properties special meeting, as applicable, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares of MAA common stock or Post Properties common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of MAA common stock or Post Properties common stock. If you are a holder of record and your shares of MAA common stock or Post Properties common stock are registered in more than one name, you may receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or, if available, please submit your proxy by telephone or over the Internet. |
Q: | What happens if I am a shareholder of both MAA and Post? |
A: | You will receive separate proxy cards for each entity and must complete, sign and date each proxy card and return each proxy card in the appropriate pre-addressed postage-paid envelope or, if available, by submitting a proxy by one of the other methods specified in your proxy card or voting instruction card for each entity. |
Q: | Do I need identification to attend the MAA or Post Properties special meeting in person? |
A: | Yes. Please bring proper identification, together with proof that you are a record owner of shares of MAA common stock or Post Properties common stock, as the case may be. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially owned shares of MAA common stock or Post Properties common stock, as applicable, on the applicable record date. Please note that shareholders may not vote shares of common stock held in street name by voting in person at the special meeting unless they provide a legal proxy, which shareholders must obtain from their broker, bank or nominee. Even though holders of Post Properties Series A preferred stock are not entitled to vote on the parent merger, any such holder may attend the Post Properties special meeting in person if such holder brings proper identification, together with proof that it is a record owner of shares of Post Properties Series A preferred stock. If your shares of Post Properties Series A preferred stock are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement showing that you beneficially own shares of Post Properties Series A preferred stock. |
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Q: | Will a proxy solicitor be used? |
A: | Yes. MAA has engaged D.F. King & Co., Inc., referred to herein as D.F. King, to assist in the solicitation of proxies for the MAA special meeting, and MAA estimates it will pay D.F. King a fee not to exceed $20,000. MAA has also agreed to reimburse D.F. King for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify D.F. King against certain losses, costs and expenses. In addition to mailing proxy solicitation material, MAAs directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to MAAs directors, officers or employees for such services. |
Post Properties has engaged Innisfree M&A Incorporated, referred to herein as Innisfree, to assist in the solicitation of proxies for the Post Properties special meeting and Post Properties estimates it will pay Innisfree a fee of approximately $20,000. Post Properties has also agreed to reimburse Innisfree for reasonable out-of-pocket expenses and disbursements incurred in connection with the proxy solicitation and to indemnify Innisfree against certain losses, costs and expenses. In addition to mailing proxy solicitation material, Post Properties directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Post Properties directors, officers or employees for such services.
Q: | How can I find out the results of the voting at the special meetings? |
A: | Preliminary voting results will be announced at the MAA special meeting and the Post Properties special meeting. Final voting results will be published in a Current Report on Form 8-K filed by MAA and by Post Properties with the SEC within four business days after the MAA special meeting and the Post Properties special meeting, as applicable. |
Q: | What happens if a special meeting is postponed or adjourned? |
A: | If the MAA special meeting or the Post Properties special meeting is postponed or adjourned, your proxy will still be in effect and will be voted at such postponed or adjourned meeting. You will be able to change or revoke your proxy until it is exercised. |
Q: | Who can answer my questions? |
A: | If you have any questions about the parent merger or the other matters to be voted on at the special meetings or how to submit your proxy or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact: |
If you are a MAA shareholder:
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY 10005 Shareholders: (866) 811-1442 (toll free) Banks and brokers: (212) 269-5550 (call collect) Email: maa@dfking.com |
If you are a Post Properties shareholder:
Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 Shareholders: (888) 750-5834 (toll free) Banks and brokers: (212) 750-5833 (call collect) Email: info@innisfreema.com |
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The following summary highlights some of the information contained in this joint proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the merger agreement, the mergers and the other transactions contemplated by the merger agreement, MAA and Post Properties encourage you to read carefully this entire joint proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you because this section does not provide all the information that might be important to you with respect to the mergers and the other matters being considered at the applicable special meeting. See also the section entitled Where You Can Find More Information beginning on page 201. We have included page references to direct you to a more complete description of the topics presented in this summary.
Mid-America Apartment Communities, Inc. (See page 51)
MAA is a Tennessee corporation that has elected to be taxed as a REIT under the Code. MAA owns, acquires, renovates, develops and manages apartment communities in the Sunbelt region of the United States. As of June 30, 2016, MAA owned a total of 256 multifamily apartment communities comprising 80,300 apartment units located in 15 states. MAA also had four development communities under construction totaling 628 units as of June 30, 2016.
MAAs most significant asset is its ownership interest in MAA LP. MAA conducts substantially all of its business and holds substantially all of its assets through MAA LP, and by virtue of its ownership interest and being MAA LPs sole general partner, MAA has the ability to control all of the day-to-day operations of MAA LP. As of June 30, 2016, MAA owned 75,524,086 common units of partnership interest, or approximately 94.8% of the outstanding partnership interests in MAA LP.
MAA common stock is listed on the NYSE, trading under the symbol MAA.
MAA was incorporated in the state of Tennessee in 1993, and MAA LP was formed in the state of Tennessee in 1993. MAAs principal executive offices are located at 6584 Poplar Avenue, Memphis, Tennessee 38138, and its telephone number is (901) 682-6600. MAA had 1,949 full-time employees and 40 part-time employees as of December 31, 2015.
Post Properties, Inc. (See page 51)
Post Properties, a Georgia corporation, is a self-administered and self-managed REIT. Post Properties and its subsidiaries develop, own and manage upscale multifamily apartment communities in selected markets in the United States. Post Properties through its wholly-owned subsidiaries is the sole general partner, a limited partner and owns a majority interest in Post Apartment Homes, L.P., or Post LP, a Georgia limited partnership. Post LP, through its operating divisions and subsidiaries, conducts substantially all of the on-going operations of Post Properties. As of June 30, 2016, Post Properties owned or owned interests in a total of 61 multifamily apartment communities comprising 24,162 apartment units located in six states plus Washington, D.C., including 1,471 apartment units in four communities held in unconsolidated entities and 2,630 apartment units in seven communities under development or in lease-up.
Post Properties only material asset is its ownership interest in Post LP. Post LP and its subsidiaries conduct substantially all of Post Properties business, hold substantially all of Post Properties consolidated assets and
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generate substantially all of Post Properties revenues. Through its wholly-owned subsidiaries, Post Properties is the sole general partner of Post LP and, as of June 30, 2016, owned approximately 99.8% of the outstanding partnership interests in Post LP.
Post Properties common stock is listed on the NYSE, trading under the symbol PPS.
Post Properties principal executive offices are located at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, and its telephone number is (404) 846-5000. Post Properties had 619 employees as of December 31, 2015.
The Combined Corporation (See page 52)
The Combined Corporation will be named Mid-America Apartment Communities, Inc. and will be a Tennessee corporation that has elected to be taxed as a REIT under the Code. The Combined Corporation will be a Sunbelt-focused, publicly-traded, multifamily REIT with enhanced capabilities to deliver value for residents, shareholders and employees. The Combined Corporation is expected to have a pro forma equity market capitalization of approximately $11 billion, and a pro forma total market capitalization of approximately $16 billion, each as of September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus. The Combined Corporations asset base will consist primarily of 105,008 apartment units in 317 multifamily apartment communities. The Combined Corporation will maintain strategic diversity across urban and suburban locations in large and secondary markets within the high-growth Sunbelt region of the United States. The Combined Corporations ten largest markets by unit count will be Atlanta, Dallas, Austin, Charlotte, Raleigh, Orlando, Tampa, Fort Worth, Houston and Washington, D.C.
The business of the Combined Corporation will be operated through MAA LP and its subsidiaries and will be structured as a traditional UPREIT. On a pro forma basis giving effect to the mergers, the Combined Corporation will own an approximate 96.4% partnership interest in MAA LP and, as its sole general partner, the Combined Corporation will have the full, exclusive and complete responsibility for and discretion in the day-to-day management and control of MAA LP.
The common stock of the Combined Corporation will be listed on the NYSE, trading under the symbol MAA.
The Combined Corporations principal executive offices will be located at 6584 Poplar Avenue, Memphis, Tennessee 38138, and its telephone number will be (901) 682-6600.
The Merger Agreement (See page 148)
MAA, MAA LP, Post Properties, Post GP and Post LP have entered into the merger agreement attached as Annex A to this joint proxy statement/prospectus, which is incorporated herein by reference. MAA and Post Properties encourage you to carefully read the merger agreement in its entirety because it is the principal document governing the merger and the other transactions contemplated by the merger agreement.
The Mergers (See page 70)
Subject to the terms and conditions of the merger agreement, at the effective time of the parent merger, Post Properties will merge with and into MAA, which is referred to herein as the parent merger, with MAA surviving the parent merger as the combined company, which is referred to herein as the Combined Corporation. The
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shares of common stock of the Combined Corporation are expected to be listed and traded on the NYSE under the symbol MAA. The merger agreement also provides for the merger, prior to the parent merger, of Post LP with and into MAA LP with MAA LP continuing as the surviving entity, which is referred to herein as the partnership merger, and, together with the parent merger, are referred to herein as the mergers.
Upon completion of the mergers, we estimate that continuing MAA common shareholders will own approximately 67.7% of the issued and outstanding shares of common stock of the Combined Corporation, assuming the conversion of all limited partnership units of MAA LP held by existing limited partners of MAA LP to shares of Combined Corporation common stock, and former Post Properties common shareholders will own approximately 32.3% of the issued and outstanding shares of common stock of the Combined Corporation, assuming the conversion to shares of Combined Corporation common stock of all limited partnership units issued by MAA LP to former limited partners of Post LP.
The Merger Consideration (See page 149)
In the parent merger, each share of Post Properties common stock issued and outstanding immediately prior the effective time of the parent merger will be converted into the right to receive 0.71 shares of MAA common stock. The exchange ratio is fixed and will not be adjusted for changes in the market value of MAA common stock or Post Properties common stock. Because of this, the implied value of the consideration to be received by Post Properties common shareholders in the parent merger will fluctuate between now and the completion of the mergers. Based on MAAs closing price of $102.15 per share on August 12, 2016, the last trading day before the announcement of the mergers, the exchange ratio represented approximately $72.53 in MAA common stock for each share of Post Properties common stock. Based on MAAs closing price of $96.15 per share on September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $68.27 in MAA common stock for each share of Post Properties common stock.
You are urged to obtain current market prices of shares of MAA common stock and Post Properties common stock. You are cautioned that the trading price of the common stock of the Combined Corporation after the mergers may be affected by factors different from those currently affecting the trading prices of MAA common stock and Post Properties common stock, and therefore, the historical trading prices of MAA and Post Properties may not be indicative of the trading price of the Combined Corporation. See the risks related to the mergers and the related transactions described under the section Risk FactorsRisk Factors Relating to the Mergers beginning on page 36.
Treatment of Post Properties Preferred Stock (See page 150)
In addition, in the parent merger, each outstanding share of Post Properties Series A preferred stock will be automatically converted into the right to receive one newly issued share of MAA Series I preferred stock, which will have the same rights, preferences, privileges and voting powers as those of the Post Properties Series A preferred stock.
Recommendation of the MAA Board (See page 84)
After careful consideration, the MAA Board has unanimously (i) determined and declared that the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders in the parent merger, are advisable and in the best interests of MAA and its shareholders, (ii) adopted and approved the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, and (iii) determined and declared that, due to the transactions contemplated by the merger agreement, it is necessary, advisable, desirable and in the best interest of MAA to amend the MAA charter to increase the number of shares of MAA common stock authorized
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for issuance from 100,000,000 shares to 145,000,000 shares. The MAA Board unanimously recommends that MAA shareholders vote: FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement; FOR the proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares; and FOR the proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the merger agreement and the parent merger and approval of the MAA charter amendment.
Recommendation of the Post Properties Board (See page 88)
After careful consideration, the Post Properties Board has unanimously, (i) approved, adopted, declared advisable and authorized the merger agreement and the transactions contemplated thereby, including the parent merger and the partnership merger, and (ii) recommended the approval of the merger agreement and the parent merger by Post Properties shareholders. The Post Properties Board unanimously recommends that Post Properties shareholders vote: FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement; FOR the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger; and FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the merger agreement and the parent merger.
Summary of Risk Factors Related to the Merger (See page 36)
You should carefully consider all of the risk factors together with all of the other information included in this joint proxy statement/prospectus before deciding how to vote. The risks related to the mergers and the related transactions are described under the section Risk FactorsRisk Factors Relating to the Mergers beginning on page 36.
| The exchange ratio is fixed and will not be adjusted in the event of any change in the share prices of either MAA or Post Properties common stock. |
| The parent merger and related transactions are subject to approval by the common shareholders of both MAA and Post Properties. |
| MAA and Post Properties shareholders will be diluted by the mergers. |
| If the mergers do not occur, one of the companies may incur payment obligations to the other. |
| Failure to complete the mergers could negatively affect the stock prices and future business and financial results of both MAA and Post Properties. |
| The pendency of the mergers could adversely affect the business and operations of MAA and Post Properties. |
| The merger agreement contains provisions that could discourage a potential competing acquirer of either MAA or Post Properties or could result in any competing Acquisition Proposal being at a lower price than it might otherwise be. |
| If the mergers are not consummated by February 28, 2017, either MAA or Post Properties may terminate the merger agreement. |
| If the parent merger does not qualify as a tax-free reorganization, Post Properties or MAA shareholders may recognize a taxable gain. |
| Some of the directors and executive officers of MAA and Post Properties have interests in seeing the mergers completed that are different from, or in addition to, those of the other MAA shareholders and Post Properties shareholders. |
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| Following the mergers, the Combined Corporation may be unable to integrate the businesses of MAA and Post Properties successfully and realize the anticipated synergies and other benefits of the mergers or do so within the anticipated timeframe. |
| The Combined Corporations operating results after the mergers may differ materially from the unaudited pro forma condensed consolidated information included elsewhere in this joint proxy statement/prospectus. |
The MAA Special Meeting (See page 53)
The MAA special meeting will be held at MAAs corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138, on November 10, 2016, at 8:30 a.m., local time.
At the MAA special meeting, MAA shareholders will be asked to consider and vote upon the following matters:
| a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders in the parent merger, which is collectively referred to herein as the MAA merger proposal; |
| a proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares; and |
| a proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the MAA merger proposal and approval of the MAA charter amendment, which we refer to as the MAA adjournment proposal. |
Approval of the MAA merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of MAA common stock entitled to vote on the proposal.
Approval of the MAA charter amendment proposal requires the affirmative vote of a majority of shares of MAA common stock present in person or by proxy at the MAA special meeting and entitled to vote on the proposal.
Approval of the MAA adjournment proposal requires that the votes cast FOR the proposal exceed the votes cast AGAINST the proposal.
At the close of business on the record date, directors and executive officers of MAA and their affiliates were entitled to vote 482,516 shares of MAA common stock, or approximately 0.6% of the shares of MAA common stock issued and outstanding on that date. MAA currently expects that the MAA directors and executive officers will vote their shares of MAA common stock in favor of the MAA merger proposal as well as the other proposals to be considered at the MAA special meeting, although none of them is obligated to do so.
Your vote as a MAA shareholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the MAA special meeting in person.
The Post Properties Special Meeting (See page 61)
The Post Properties special meeting will be held at the offices of King & Spalding LLP located at 1180 Peachtree Street N.E., Atlanta, Georgia 30309, on November 10, 2016, at 9:30 a.m., local time.
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At the Post Properties special meeting, Post Properties shareholders will be asked to consider and vote upon the following matters:
| a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, which we refer to as the Post Properties merger proposal; |
| a proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger, which we refer to as the merger-related compensation proposal; and |
| a proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger, which we refer to as the Post Properties adjournment proposal. |
Approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, will require the affirmative vote of the holders of a majority of the shares of Post Properties common stock entitled to vote on the proposal. Approval of the Post Properties merger proposal is a condition to the closing of the parent merger.
Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Post Properties in connection with the parent merger will require that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. An abstention from voting on this proposal will have no effect on the outcome of this proposal.
Assuming a quorum is present, approval of one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger, will require that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. If a quorum is not present, the Post Properties special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Post Properties common stock present in person or by proxy.
At the close of business on the Post Properties record date, directors and executive officers of Post Properties and their affiliates were entitled to vote 983,919 shares of Post Properties common stock, or approximately 1.84% of the 53,508,995 Post Properties common stock issued and outstanding on that date. Post Properties currently expects that the Post Properties directors and executive officers will vote their shares of Post Properties common stock in favor of the Post Properties merger proposal as well as the other proposals to be considered at the Post Properties special meeting, although none of them is obligated to do so.
Your vote as a Post Properties shareholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Post Properties special meeting in person.
Opinions of Financial Advisors
Opinion of MAAs Financial Advisor (See page 93)
MAA has retained Citigroup Global Markets Inc., which we refer to as Citi, as its financial advisor in connection with the mergers. In connection with this engagement, MAA requested that Citi evaluate the fairness, from a financial point of view, of the exchange ratio of 0.71x provided for in the parent merger as of the date of Citis opinion. On August 12, 2016, at a meeting of the MAA Board, Citi rendered to the MAA Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated August 14, 2016, to the effect that, as of that date and based on and subject to the matters, considerations and limitations set forth in the opinion, Citis work and other factors it deemed relevant, each as described in greater detail in the section titled The MergersOpinion of MAAs Financial Advisor, the exchange ratio of 0.71x provided for in the parent
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merger was fair, from a financial point of view, to MAA. Citis opinion, the issuance of which was authorized by Citis fairness opinion committee, was provided to the MAA Board (in its capacity as such) in connection with its evaluation of the mergers and was limited to the fairness, from a financial point of view, as of the date of the opinion, to MAA of the exchange ratio of 0.71x provided for in the parent merger. Citis opinion does not address any other aspects or implications of the mergers and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the mergers. The summary of Citis opinion is qualified in its entirety by reference to the full text of the opinion. We encourage you to read the full text of Citis written opinion, which is attached to this joint proxy statement/prospectus as Annex D and is incorporated into this joint proxy statement/prospectus by reference in its entirety, and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken.
See The MergersOpinion of MAAs Financial Advisor beginning on page 93.
Opinion of Post Properties Financial Advisor (See page 100)
On August 14, 2016, at the meeting of the Post Properties Board at which the parent merger was approved, J.P. Morgan Securities LLC, which we refer to as J.P. Morgan, the financial advisor of Post Properties in connection with the proposed parent merger, rendered to the Post Properties Board an oral opinion, confirmed by delivery of a written opinion, dated August 14, 2016, to the effect that, as of such date and based upon and subject to the factors, assumptions, qualifications and any limitations set forth in its written opinion, the exchange ratio in the proposed parent merger was fair, from a financial point of view, to the holders of Post Properties common stock.
The full text of J.P. Morgans written opinion, dated as of August 14, 2016, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. The full text of the opinion contains a discussion of, among other things, the assumptions made, matters considered, and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Post Properties shareholders are urged to read the opinion carefully and in its entirety. J.P. Morgans written opinion was addressed to the Post Properties Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed parent merger, was directed only to the fairness, from a financial point of view, to the holders of Post Properties common stock of the exchange ratio in the proposed parent merger and did not address any other aspect of the parent merger or the other transactions contemplated by the merger agreement. J.P. Morgan expressed no opinion as to the fairness of the exchange ratio to the holders of any other class of securities, creditors or other constituencies of Post Properties or as to the underlying decision by Post Properties to engage in the parent merger. The opinion does not constitute a recommendation to any shareholder of Post Properties as to how such shareholder should vote with respect to the proposed parent merger or any other matter.
For a description of the opinion that the Post Properties Board received from J.P. Morgan, see The MergersOpinion of Post Properties Financial Advisor beginning on page 100.
Treatment of the Post Properties Series A Preferred Stock (See page 150)
At the effective time of the parent merger, each share of the Post Properties Series A preferred stock issued and outstanding as of immediately prior to the effective time of the merger will be automatically converted into the right to receive one newly issued share of MAA Series I preferred stock, which will have the same rights, preferences, privileges and voting powers as those of the Post Properties Series A preferred stock, subject to any applicable withholding tax.
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Treatment of the Post Properties Equity Incentive Plans (See page 150)
At the effective time of the parent merger, each outstanding option to purchase shares of Post Properties common stock, which are referred to herein as Post Properties options, will vest in full and be assumed by MAA. Each Post Properties option assumed by MAA will continue to have, and be subject to, the same terms and conditions (other than vesting) as were applicable to the corresponding Post Properties option immediately prior to the effective time of the parent merger, but will be exercisable for a number of shares of MAA common stock and at an exercise price calculated based on the exchange ratio.
In addition, immediately prior to the effective time of the parent merger, all outstanding issuance and forfeiture conditions on any shares of Post Properties common stock subject to restricted stock awards will be deemed satisfied in full and entitled to receive the merger consideration.
See The Merger AgreementMerger Consideration; Effects of the Parent Merger and the Partnership MergerAssumption of Post Properties Equity Incentive Plans by MAA beginning on page 150.
Directors and Management of MAA After the Mergers (See page 149)
Immediately following the effective time of the parent merger, the MAA Board will be increased to 13 members, with the ten current MAA directors, H. Eric Bolton, Jr., Alan B. Graf, Jr., James K. Lowder, Thomas H. Lowder, Monica McGurk, Claude B. Nielsen, Philip W. Norwood, W. Reid Sanders, William B. Sansom and Gary Shorb, continuing as directors of the Combined Corporation. H. Eric Bolton, Jr., MAAs Chief Executive Officer and Chairman of the Board of Directors, will serve as Chief Executive Officer and Chairman of the Board of Directors of the Combined Corporation. Alan B. Graf, Jr., Lead Independent Director for MAA, will serve as Lead Independent Director for the Combined Corporation. The MAA Board will fill the three newly created vacancies by immediately appointing to the MAA Board three members designated by the Post Properties Board. The Post Properties Board has designated Russell R. French, Toni Jennings and David P. Stockert, which members are referred to herein as the Post Properties designees, to serve until the 2017 annual meeting of MAAs shareholders (and until their successors have been duly elected and qualified). The Post Properties designees will be nominated by the MAA Board for reelection at the 2017 annual meeting of MAAs shareholders, subject to the satisfaction and compliance of such Post Properties designees with MAAs then-current corporate governance guidelines and code of business conduct and ethics.
The executive officers of MAA immediately prior to the effective time of the mergers will continue as the executive officers of the Combined Corporation following the effective time of the mergers.
Interests of MAAs Directors and Executive Officers in the Mergers (See page 114)
In considering the recommendation of the MAA Board to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, MAA shareholders should be aware that certain executive officers and directors of MAA have certain interests in the mergers that may be different from, or in addition to, the interests of MAA shareholders generally. These interests may create potential conflicts of interest. The MAA Board was aware of those interests and considered them, among other matters, in reaching its decision to approve the merger agreement, the parent merger and the transactions contemplated thereby.
Interests of Post Properties Directors and Executive Officers in the Merger (See page 115)
In considering the recommendation of the Post Properties Board to approve and adopt the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, Post Properties shareholders should be aware that executive officers and directors of Post Properties have certain interests in the mergers that may be different from, or in addition to, the interests of Post Properties shareholders generally.
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These interests may create potential conflicts of interest. The Post Properties Board was aware of those interests and considered them, among other matters, in reaching its decision to approve and adopt the merger agreement, the parent merger and the transactions contemplated by the merger agreement.
Listing of Shares of the Combined Corporation Common Stock and MAA Series I Preferred Stock; Delisting and Deregistration of Post Properties Common Stock and Post Properties Series A Preferred Stock (See page 147)
It is a condition to the completion of the mergers that the shares of MAA common stock and MAA Series I preferred stock issuable in connection with the parent merger be approved for listing on the NYSE, subject to official notice of issuance. After the parent merger is completed, the Post Properties common stock and Post Properties Series A preferred stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.
No Shareholder Dissenters Rights in the Parent Merger (See page 171)
No dissenters or appraisal rights, or rights of objecting shareholders, will be available with respect to the parent merger or the other transactions contemplated by the merger agreement.
Conditions to Completion of the Mergers (See page 164)
A number of conditions must be satisfied or waived, where legally permissible, before the mergers can be consummated. These include, among others:
| approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement by MAA shareholders and Post Properties shareholders; |
| a Form S-4 will have been declared effective and no stop order suspending the effectiveness of such Form S-4 will have been issued and remain in effect and no proceeding to that effect will have been commenced or threatened by the SEC and not withdrawn; |
| the absence of any order or injunction issued by any governmental authority or other legal restraint or prohibition preventing the consummation of the mergers or the other transactions contemplated by the merger agreement; |
| the shares of MAA common stock and MAA Series I preferred stock to be issued in connection with the parent merger will have been approved for listing on the NYSE, subject to official notice of issuance at or prior to the closing of the mergers; and |
| the receipt of tax opinions relating to REIT status and the nature of the transaction for tax purposes. |
Neither MAA nor Post Properties can give any assurance as to when or if all of the conditions to the consummation of the mergers will be satisfied or waived or that the mergers will occur.
For more information regarding the conditions to the consummation of the mergers and a complete list of such conditions, see The Merger AgreementConditions to Completion of the Merger beginning on page 164.
Regulatory Approvals Required for the Mergers (See page 121)
MAA and Post Properties are not aware of any material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the mergers or the other transactions contemplated by the merger agreement. See The MergersRegulatory Approvals Required for the Mergers beginning on page 121.
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No Solicitation and Change in Recommendation (See page 158)
Under the merger agreement, each of MAA and Post Properties has agreed it will not, nor will it permit any of its subsidiaries to, authorize or permit any of its officers, directors or employees to, and will use its reasonable best efforts to cause its and its subsidiaries other representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an Acquisition Proposal (as defined below in The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions), (ii) engage in any negotiations concerning, or provide any confidential information or data to any person relating to an Acquisition Proposal, or knowingly facilitate any effort or attempt to make an Acquisition Proposal, (iii) approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement providing for any Acquisition Proposal, or (iv) publicly propose or agree to do any of the foregoing.
However, prior to the approval of the parent merger and the other transactions contemplated by the merger agreement by their respective shareholders, each of MAA and Post Properties may, under certain specified circumstances, engage in discussions or negotiations with and provide nonpublic information regarding itself to a third party making an unsolicited, bona fide written Acquisition Proposal. Under the merger agreement, Post Properties is required to notify MAA promptly, and MAA is required to notify Post Properties promptly, if it receives any Acquisition Proposal or inquiry or any request for nonpublic information in connection with an Acquisition Proposal.
Before the approval of the parent merger and the other transactions contemplated by the merger agreement by their respective shareholders, each of the MAA Board and the Post Properties Board may, under certain specified circumstances, withdraw its recommendation to its shareholders with respect to the parent merger if it determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors fiduciary duties under applicable law. For more information regarding the limitations on MAA, the MAA Board, Post Properties and the Post Properties Board to consider other Acquisition Proposals, see The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions beginning on page 158.
Termination of the Merger Agreement (See page 166)
The merger agreement may be terminated at any time before the effective time of the parent merger by the mutual consent of MAA and Post Properties in a written instrument, which action must be taken or authorized by the MAA Board and the Post Properties Board.
In addition, either MAA or Post Properties may decide to terminate the merger agreement prior to the effective time of the parent merger if:
| a governmental authority of competent jurisdiction has issued an order, decree or ruling or taken any other action permanently enjoining or otherwise prohibiting the mergers, and such order, decree, ruling or other action has become final and nonappealable (provided that this termination right will not be available to a party whose failure to comply with any provision of the merger agreement was the cause of, or resulted in, such action); |
| the mergers have not been consummated on or before 5:00 p.m. (New York time) February 28, 2017 (provided that this termination right will not be available to a party whose failure to comply with any provision of the merger agreement has been the cause of, or resulted in, the failure of the mergers to occur on or before such date); |
| there has been a breach by the other party of any of the covenants or agreements or any of the representations or warranties set forth in the merger agreement on the part of such other party, which |
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breach, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the failure of certain closing conditions to be satisfied, unless such breach is reasonably capable of being cured, and the other party continues to use its reasonable best efforts to cure such breach prior to February 28, 2017 (provided that this termination right will not be available to a party that is in breach of any of its own respective representations, warranties, covenants or agreements set forth in the merger agreement such that certain closing conditions are not satisfied); or |
| shareholders of either MAA or Post Properties fail to approve the parent merger and the other transactions contemplated by the merger agreement at the duly convened MAA special meeting or Post Properties special meeting, as applicable (provided that this termination right will not be available to a party if the failure to obtain that partys shareholder approval was primarily due to that partys material breach of certain provisions of the merger agreement). |
Post Properties may also decide to terminate the merger agreement:
| at any time prior to the approval of the parent merger and the other transactions contemplated by the merger agreement by the Post Properties shareholders, in order to enter into any alternative acquisition agreement with respect to a Superior Proposal (as defined below in The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions); provided, that such termination will be null and void unless Post Properties concurrently pays the termination fee plus the expense reimbursement described below under Termination Fee and Expenses Payable by Post Properties to MAA; or |
| if the MAA Board has made a change in recommendation and Post Properties terminates the merger agreement within 10 business days of the date Post Properties receives notice of the change. |
MAA has reciprocal termination rights with respect to the merger agreement as those of Post Properties described above.
For more information regarding the rights of MAA and Post Properties to terminate the merger agreement, see The Merger AgreementTermination of the Merger Agreement beginning on page 166.
Termination Fee and Expenses (See page 168)
Generally, all fees and expenses incurred in connection with the mergers and the transactions contemplated by the merger agreement will be paid by the party incurring those fees and expenses. However, if the merger agreement is terminated because either party fails to obtain the approval of its shareholders, among other reasons, such party will be required to pay the other partys reasonable documented out-of-pocket expenses incurred up to a maximum of $10 million. In certain other circumstances, MAA may be obligated to pay Post Properties a termination fee of either $122.5 million or $245 million plus reasonable documented out-of-pocket expenses incurred up to a maximum of $10 million, or Post Properties may be obligated to pay MAA a termination fee of either $58.5 million or $117 million plus reasonable documented out-of-pocket expenses incurred up to a maximum of $10 million.
For more information regarding the termination fee and expense reimbursement, see The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by Post Properties to MAA beginning on page 168 and The Merger AgreementTermination of the AgreementTermination Fee and Expenses Payable by MAA to Post Properties beginning on page 169.
Material U.S. Federal Income Tax Consequences of the Parent Merger and Ownership of Combined Corporation Common Stock and MAA Series I Preferred Stock (See page 121)
Post Properties and MAA intend that the parent merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The closing of the parent merger is conditioned on the receipt by each of MAA
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and Post Properties of an opinion from its respective counsel to the effect that the parent merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that the parent merger qualifies as a reorganization, U.S. holders of Post Properties common stock and Post Properties Series A preferred stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of Combined Corporation common stock or MAA Series I preferred stock in exchange for Post Properties common stock or Post Properties Series A preferred stock, as applicable, in connection with the parent merger, except with respect to cash received in lieu of fractional shares of Combined Corporation common stock.
For further discussion of the material U.S. federal income tax consequences of the parent merger and the ownership of Combined Corporation common stock or MAA Series I preferred stock, see The MergersMaterial U.S. Federal Income Tax Consequences of the Parent Merger and Combined Corporation Common Stock and MAA Series I Preferred Stock beginning on page 121.
Holders of Post Properties common stock and Post Properties Series A preferred stock should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-U.S. income and other tax laws) of the parent merger.
Accounting Treatment of the Mergers (See page 145)
MAA prepares its financial statements in accordance with GAAP. The parent merger will be accounted for by applying the acquisition method. See The MergersAccounting Treatment.
Comparison of Rights of Shareholders of MAA and Shareholders of Post Properties (See page 183)
If the parent merger is consummated, shareholders of Post Properties will become shareholders of MAA. The rights of Post Properties shareholders are currently governed by and subject to the provisions of the Georgia Business Corporation Code, or the GBCC, and the articles of incorporation and bylaws of Post Properties. Upon consummation of the parent merger, the rights of the former Post Properties shareholders who receive MAA common stock or MAA Series I preferred stock will be governed by the Tennessee Business Corporation Act, or the TBCA, and the MAA charter and MAA bylaws, rather than the GBCC and the articles of incorporation and bylaws of Post Properties.
For a summary of certain differences between the rights of MAA shareholders and Post Properties shareholders, see Comparison of Rights of Shareholders of MAA and Shareholders of Post Properties beginning on page 183.
Selected Historical Financial Information of MAA
The following table sets forth selected consolidated financial information for MAA. The selected historical financial information for each of the fiscal years ended December 31, 2015, 2014 and 2013 and the selected balance sheet data as of December 31, 2015 and 2014 have been derived from MAAs audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which has been incorporated by reference into this joint proxy statement/prospectus. The selected historical financial information for each of the fiscal years ended December 31, 2012 and 2011 and the selected balance sheet data as of December 31, 2013, 2012 and 2011 have been derived from MAAs historical audited financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus. The consolidated assets, liabilities, and results of operations of Colonial Properties Trust are included in MAAs selected historical financial information from October 1, 2013, the closing date of the merger between MAA and Colonial Properties Trust.
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The selected historical financial information for the six months ended June 30, 2016 and 2015 and the selected balance sheet data as of June 30, 2016 have been derived from MAAs unaudited condensed consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which has been incorporated by reference into this joint proxy statement/prospectus. The selected balance sheet data as of June 30, 2015 has been derived from MAAs historical unaudited condensed consolidated financial statements for such quarter, which has not been incorporated by reference into this joint proxy statement/prospectus. In MAAs opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim June 30, 2016 and 2015 financial information. Interim results for the six months ended and as of June 30, 2016 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2016.
You should read this selected historical financial information together with the financial statements included in reports that are incorporated by reference in this joint proxy statement/prospectus and their accompanying notes and managements discussion and analysis of operations and financial condition of MAA contained in such reports.
As of and for the Six Months Ended June 30, |
As of and for the Year Ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(Amounts in thousands, except per share, properties and apartment unit data) | ||||||||||||||||||||||||||||
Operating Data: |
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Total operating revenues |
$ | 541,252 | $ | 517,443 | $ | 1,042,779 | $ | 992,332 | $ | 635,490 | $ | 475,888 | $ | 409,782 | ||||||||||||||
Expenses: |
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Property operating expenses |
203,836 | 201,505 | 400,645 | 393,348 | 253,633 | 194,149 | 173,563 | |||||||||||||||||||||
Depreciation and amortization |
150,870 | 147,508 | 294,520 | 301,812 | 186,979 | 121,211 | 106,009 | |||||||||||||||||||||
Acquisition expenses |
1,134 | 1,499 | 2,777 | 2,388 | 1,393 | 1,581 | 3,319 | |||||||||||||||||||||
Property management and general and administrative expenses |
30,909 | 28,702 | 56,706 | 53,004 | 38,652 | 35,043 | 38,096 | |||||||||||||||||||||
Merger related expenses |
| | | 3,152 | 32,403 | | | |||||||||||||||||||||
Integration related expenses |
| | | 8,395 | 5,102 | | | |||||||||||||||||||||
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Income from continuing operations before non-operating items |
154,503 | 138,229 | 288,131 | 230,233 | 117,328 | 123,904 | 88,795 | |||||||||||||||||||||
Interest and other non-property income (expense) |
94 | (180 | ) | (368 | ) | 770 | 466 | 430 | 802 | |||||||||||||||||||
Interest expense |
(64,250 | ) | (61,281 | ) | (122,344 | ) | (123,953 | ) | (78,978 | ) | (61,489 | ) | (59,285 | ) | ||||||||||||||
Gain (loss) on debt extinguishment |
3 | (3,379 | ) | (3,602 | ) | (2,586 | ) | (426 | ) | (654 | ) | (755 | ) | |||||||||||||||
Net casualty gain (loss) after insurance and other settlement proceeds |
813 | 490 | 473 | (476 | ) | (143 | ) | (6 | ) | (619 | ) | |||||||||||||||||
Gain on sale of depreciable real estate assets excluded from discontinued operations |
823 | 135,410 | 189,958 | 42,649 | | | | |||||||||||||||||||||
Gain on sale of non-depreciable real estate assets |
2,170 | 172 | 172 | 350 | | 45 | 1,084 | |||||||||||||||||||||
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Income before income tax expense |
94,156 | 209,461 | 352,420 | 146,987 | 38,247 | 62,230 | 30,022 | |||||||||||||||||||||
Income tax expense |
(745 | ) | (907 | ) | (1,673 | ) | (2,050 | ) | (893 | ) | (803 | ) | (727 | ) | ||||||||||||||
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Income from continuing operations before joint venture activity |
93,411 | 208,554 | 350,747 | 144,937 | 37,354 | 61,427 | 29,295 | |||||||||||||||||||||
Gain (loss) from real estate joint ventures |
27 | (4 | ) | (2 | ) | 6,009 | 338 | (223 | ) | (593 | ) | |||||||||||||||||
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Income from continuing operations |
93,438 | 208,550 | 350,745 | 150,946 | 37,692 | 61,204 | 28,702 | |||||||||||||||||||||
Discontinued operations: |
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Income from discontinued operations before (loss) gain on sale |
| | | (63 | ) | 4,743 | 6,986 | 9,730 | ||||||||||||||||||||
Gain on sale of discontinued operations |
| | | 5,394 | 76,844 | 41,635 | 12,799 | |||||||||||||||||||||
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Consolidated net income |
93,438 | 208,550 | 350,745 | 156,277 | 119,279 | 109,825 | 51,231 | |||||||||||||||||||||
Net income attributable to noncontrolling interests |
4,881 | 10,984 | 18,458 | 8,297 | 3,998 | 4,602 | 2,410 | |||||||||||||||||||||
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Net income available for MAA common shareholders |
$ | 88,557 | $ | 197,566 | $ | 332,287 | $ | 147,980 | $ | 115,281 | $ | 105,223 | $ | 48,821 | ||||||||||||||
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As of and for the Six Months Ended June 30, |
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Per Share Data: |
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Weighted average shares outstanding (in thousands): |
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Basic |
75,263 | 75,157 | 75,176 | 74,982 | 50,677 | 41,039 | 36,995 | |||||||||||||||||||||
Effect of dilutive stock options and partnership units(1) |
239 | | | | 2,439 | 1,898 | 2,092 | |||||||||||||||||||||
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Diluted |
75,502 | 75,157 | 75,176 | 74,982 | 53,116 | 42,937 | 39,087 | |||||||||||||||||||||
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Calculation of Earnings per sharebasic: |
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Income from continuing operations, adjusted |
$ | 88,320 | $ | 197,120 | $ | 331,515 | $ | 142,655 | $ | 36,504 | $ | 58,737 | $ | 27,413 | ||||||||||||||
Income from discontinued operations, adjusted |
| | | 5,037 | 78,669 | 46,392 | 21,375 | |||||||||||||||||||||
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Net income attributable to common shareholders, adjusted |
$ | 88,320 | $ | 197,120 | $ | 331,515 | $ | 147,692 | $ | 115,173 | $ | 105,129 | $ | 48,788 | ||||||||||||||
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Earnings per sharebasic: |
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Income from continuing operations available for common shareholders |
$ | 1.17 | $ | 2.62 | $ | 4.41 | $ | 1.90 | $ | 0.72 | $ | 1.43 | $ | 0.74 | ||||||||||||||
Discontinued property operations |
| | | 0.07 | 1.55 | 1.13 | 0.58 | |||||||||||||||||||||
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Net income available for common shareholders |
$ | 1.17 | $ | 2.62 | $ | 4.41 | $ | 1.97 | $ | 2.27 | $ | 2.56 | $ | 1.32 | ||||||||||||||
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Calculation of Earnings per sharediluted: |
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Income from continuing operations, adjusted |
$ | 88,557 | $ | 197,117 | $ | 331,515 | $ | 142,655 | $ | 37,692 | $ | 61,204 | $ | 28,702 | ||||||||||||||
Income from discontinued operations, adjusted |
| | | 5,037 | 81,587 | 48,621 | 22,529 | |||||||||||||||||||||
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Net income attributable to common shareholders, adjusted |
$ | 88,557 | $ | 197,117 | $ | 331,515 | $ | 147,692 | $ | 119,279 | $ | 109,825 | $ | 51,231 | ||||||||||||||
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Earnings per sharediluted: |
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Income from continuing operations available for common shareholders |
$ | 1.17 | $ | 2.62 | $ | 4.41 | $ | 1.90 | $ | 0.71 | $ | 1.43 | $ | 0.73 | ||||||||||||||
Discontinued property operations |
| | | 0.07 | 1.54 | 1.13 | 0.58 | |||||||||||||||||||||
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Net income available for common shareholders |
$ | 1.17 | $ | 2.62 | $ | 4.41 | $ | 1.97 | $ | 2.25 | $ | 2.56 | $ | 1.31 | ||||||||||||||
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Dividends declared(2) |
$ | 1.6400 | $ | 1.5400 | $ | 3.1300 | $ | 2.9600 | $ | 2.8150 | $ | 2.6750 | $ | 2.5425 | ||||||||||||||
Balance Sheet Data: |
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Real estate owned, at cost |
$ | 8,406,424 | $ | 8,038,205 | $ | 8,217,579 | $ | 8,071,187 | $ | 7,694,618 | $ | 3,734,544 | $ | 3,396,934 | ||||||||||||||
Real estate assets, net |
6,759,790 | 6,683,457 | 6,718,366 | 6,697,508 | 6,556,303 | 2,694,071 | 2,423,808 | |||||||||||||||||||||
Total assets |
6,869,381 | 6,833,179 | 6,847,781 | 6,821,778 | 6,835,012 | 2,745,292 | 2,526,128 | |||||||||||||||||||||
Total debt |
3,489,425 | 3,432,010 | 3,427,568 | 3,512,699 | 3,463,239 | 1,668,072 | 1,645,415 | |||||||||||||||||||||
Noncontrolling interest |
163,575 | 165,669 | 165,726 | 161,287 | 166,726 | 31,058 | 25,131 | |||||||||||||||||||||
Total MAA shareholders equity and redeemable stock |
2,966,113 | 2,982,914 | 3,000,347 | 2,896,435 | 2,951,861 | 918,765 | 722,368 | |||||||||||||||||||||
Other Data (at end of period): |
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Market capitalization (shares and units)(3) |
$ | 8,478,281 | $ | 5,792,865 | $ | 7,225,894 | $ | 5,933,985 | $ | 4,801,990 | $ | 2,852,113 | $ | 2,558,107 | ||||||||||||||
Ratio of total debt to total capitalization(4) |
29.2 | % | 37.2 | % | 32.2 | % | 37.3 | % | 42.0 | % | 37.0 | % | 39.2 | % | ||||||||||||||
Number of properties, including joint venture ownership |
256 | 254 | 254 | 268 | 275 | 166 | 167 | |||||||||||||||||||||
Number of apartment units, including joint venture ownership interest(5) |
80,300 | 79,977 | 79,496 | 82,316 | 83,641 | 49,591 | 49,133 |
(1) | See Note 3Earnings per Common Share of MAA to MAAs audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, incorporated herein by reference. |
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(2) | Beginning in 2006, at its regularly scheduled meetings, the MAA Board began routinely declaring dividends for payment in the following quarter. This can result in dividends declared during a calendar year being different from dividends paid during a calendar year. |
(3) | Market capitalization includes all shares of common stock, regardless of classification on the balance sheet, as well as partnership units (value based on common stock equivalency). |
(4) | Total capitalization is market capitalization plus total debt. |
(5) | Property and apartment unit totals have not been adjusted to exclude properties held for sale. |
Selected Historical Financial Information of Post Properties
The following table sets forth selected consolidated financial information for Post Properties. The selected historical financial information for each of the fiscal years ended December 31, 2015, 2014 and 2013 and the selected balance sheet data as of December 31, 2015 and 2014 have been derived from Post Properties audited consolidated financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which has been incorporated by reference into this joint proxy statement/prospectus. The selected historical financial information for each of the fiscal years ended December 31, 2012 and 2011 and the selected balance sheet data as of December 31, 2013, 2012 and 2011 have been derived from Post Properties historical audited financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus.
The selected historical financial information for the six months ended June 30, 2016 and 2015 and the selected balance sheet data as of June 30, 2016 have been derived from Post Properties unaudited consolidated financial statements contained in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, which has been incorporated by reference into this joint proxy statement/prospectus. The selected balance sheet data as of June 30, 2015 has been derived from Post Properties historical unaudited consolidated financial statements for such quarter, which has not been incorporated by reference into this joint proxy statement/prospectus. In Post Properties opinion, such unaudited financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim June 30, 2016 and 2015 financial information. Interim results for the six months ended and as of June 30, 2016 are not necessarily indicative of, and are not projections for, the results to be expected for the fiscal year ending December 31, 2016.
29
You should read this selected historical financial information together with the financial statements included in reports that are incorporated by reference in this joint proxy statement/prospectus and their accompanying notes and managements discussion and analysis of operations and financial condition of Post Properties contained in such reports.
As of and for the Six Months ended June 30, |
As of and for the Year ended December 31, | |||||||||||||||||||||||||||
2016 | 2015 | 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||||||||
(Amounts in thousands, except per share, communities and apartment unit data) | ||||||||||||||||||||||||||||
Statement Of Operations Data: |
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Revenues |
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Rental |
$ | 185,968 | $ | 177,029 | $ | 360,615 | $ | 355,583 | $ | 341,902 | $ | 311,021 | $ | 282,584 | ||||||||||||||
Other |
12,220 | 11,833 | 23,391 | 22,229 | 20,835 | 19,313 | 18,419 | |||||||||||||||||||||
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Total revenues |
$ | 198,188 | $ | 188,862 | $ | 384,006 | $ | 377,812 | $ | 362,737 | $ | 330,334 | $ | 301,003 | ||||||||||||||
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Income from continuing operations(1) |
$ | 42,204 | $ | 39,636 | $ | 80,793 | $ | 238,183 | $ | 81,122 | $ | 82,786 | $ | 24,717 | ||||||||||||||
Income from discontinued operations(2) |
| | | | 29,798 | 1,505 | 878 | |||||||||||||||||||||
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Net income |
42,204 | 39,636 | 80,793 | 238,183 | 110,920 | 84,291 | 25,595 | |||||||||||||||||||||
Noncontrolling interests, net |
(89 | ) | (83 | ) | (170 | ) | (23,063 | ) | (386 | ) | (352 | ) | (129 | ) | ||||||||||||||
Dividends to preferred shareholders and redemption costs |
(1,844 | ) | (1,844 | ) | (3,688 | ) | (3,688 | ) | (3,688 | ) | (3,688 | ) | (6,212 | ) | ||||||||||||||
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Net income available to common shareholders |
$ | 40,271 | $ | 37,709 | $ | 76,935 | $ | 211,432 | $ | 106,846 | $ | 80,251 | $ | 19,254 | ||||||||||||||
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Per Common Share Data: |
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Income from continuing operations (net of preferred dividends)basic |
$ | 0.75 | $ | 0.69 | $ | 1.41 | $ | 3.89 | $ | 1.42 | $ | 1.46 | $ | 0.36 | ||||||||||||||
Income from discontinued operationsbasic |
| | | | 0.55 | 0.03 | 0.02 | |||||||||||||||||||||
Net income available to common shareholdersbasic |
0.75 | 0.69 | 1.41 | 3.89 | 1.96 | 1.49 | 0.38 | |||||||||||||||||||||
Income from continuing operations (net of preferred dividends)diluted |
$ | 0.75 | $ | 0.69 | $ | 1.41 | $ | 3.88 | $ | 1.41 | $ | 1.45 | $ | 0.36 | ||||||||||||||
Income from discontinued operationsdiluted |
| | | | 0.54 | 0.03 | 0.02 | |||||||||||||||||||||
Net income available to common shareholdersdiluted |
0.75 | 0.69 | 1.41 | 3.88 | 1.96 | 1.48 | 0.38 | |||||||||||||||||||||
Dividends declared |
0.94 | 0.84 | 1.72 | 1.56 | 1.24 | 0.97 | 0.84 | |||||||||||||||||||||
Weighted average common shares outstandingbasic |
53,470 | 54,452 | 54,290 | 54,262 | 54,336 | 53,821 | 50,420 | |||||||||||||||||||||
Weighted average common shares outstandingdiluted |
53,486 | 54,467 | 54,306 | 54,353 | 54,508 | 54,131 | 50,808 | |||||||||||||||||||||
Balance Sheet Data: |
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Real estate, before accumulated depreciation |
$ | 3,315,639 | $ | 3,130,616 | $ | 3,226,845 | $ | 3,066,284 | $ | 3,164,157 | $ | 3,034,633 | $ | 2,842,534 | ||||||||||||||
Real estate, net of accumulated depreciation |
2,246,848 | 2,151,111 | 2,203,193 | 2,128,767 | 2,251,139 | 2,191,708 | 2,075,517 | |||||||||||||||||||||
Total assets(3) |
2,288,448 | 2,308,880 | 2,267,249 | 2,307,799 | 2,375,310 | 2,355,653 | 2,135,167 | |||||||||||||||||||||
Total indebtedness(3) |
931,836 | 885,852 | 884,954 | 888,460 | 1,092,367 | 1,094,753 | 966,546 | |||||||||||||||||||||
Total redeemable common units |
7,360 | 6,555 | 7,133 | 7,086 | 6,121 | 7,159 | 6,840 | |||||||||||||||||||||
Total equity |
1,200,272 | 1,280,236 | 1,243,027 | 1,285,960 | 1,152,731 | 1,119,620 | 1,047,523 | |||||||||||||||||||||
Other Data: |
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Cash flow provided by (used in): |
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Operating activities |
$ | 93,541 | $ | 87,875 | $ | 173,205 | $ | 163,339 | $ | 150,374 | $ | 134,189 | $ | 102,384 | ||||||||||||||
Investing activities |
(81,897 | ) | (57,400 | ) | (150,270 | ) | 221,402 | (95,738 | ) | (145,015 | ) | (94,940 | ) | |||||||||||||||
Financing activities |
(36,380 | ) | (51,930 | ) | (134,836 | ) | (326,339 | ) | (91,224 | ) | 116,440 | (16,449 | ) | |||||||||||||||
Total stabilized communities (at end of period) |
57 | 57 | 57 | 56 | 57 | 56 | 56 | |||||||||||||||||||||
Total stabilized apartment units (at end of period) |
21,532 | 21,532 | 21,532 | 21,289 | 20,896 | 20,172 | 20,090 | |||||||||||||||||||||
Average economic occupancy (fully stabilized communities)(4) |
96.2 | % | 95.5 | % | 96.1 | % | 96.1 | % | 95.7 | % | 96.0 | % | 95.9 | % |
30
(1) | Income from continuing operations for the six months ended June 30, 2015 and for the fiscal year ended December 31, 2015 included net losses on the early extinguishment of debt of $197. Income from continuing operations for the fiscal year ended December 31, 2014 included net gains on the sale of apartment communities of $187,825, partially offset by net losses on the early extinguishment of indebtedness of $18,357 and severance, impairment and other charges of $2,266. Income from continuing operations for the fiscal year ended December 31, 2013 included severance, impairment and other charges of $2,417. Income from continuing operations for the fiscal year ended December 31, 2012 included a net gain of $6,055 on the sale of an apartment community held in an unconsolidated entity, partially offset by losses on the early extinguishment of indebtedness of $4,318. Income from continuing operations for the fiscal year ended December 31, 2011 included a net loss on the early extinguishment of indebtedness of $6,919. |
(2) | Reflects gains and operating results of communities held for sale and sold in years prior to 2014 under the applicable accounting guidance in those years (see note 1 to the consolidated financial statements in Post Properties Annual Report on Form 10-K for the fiscal year ended December 31, 2015, incorporated herein by reference). |
(3) | Effective January 1, 2016, Post Properties adopted Financial Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest. ASU 2015-03 required debt issuance costs to be presented as direct deductions from the face value of the related debt instrument in the preparation of consolidated balance sheets. Upon adoption of this ASU, Post Properties retrospectively changed the classification of its debt issuance costs related to its secured and unsecured debt instruments from deferred financing costs to a reduction of indebtedness on its consolidated balance sheets. As a result of this adoption, the aggregate amounts for total assets and total indebtedness for the six months ended June 30, 2015, and for the years ended December 31, 2014, 2013, 2012 and 2011, have been retrospectively restated from their originally reported amounts. Total assets and total indebtedness reflected in the table above are lower than the amounts previously reported by amounts totaling $5,152, $3,999, $6,367, $7,711 and $3,897 for the six months ended June 30, 2015, and for the years ended December 31, 2014, 2013, 2012 and 2011, respectively. |
(4) | Calculated based on fully stabilized communities as defined for each year (unadjusted for the impact of assets designated as held for sale in subsequent years). Average economic occupancy is defined as gross potential rent less vacancy losses, model expenses and bad debt divided by gross potential rent for the period, expressed as a percentage. The calculation of average economic occupancy does not include a deduction for net concessions and employee discounts (average economic occupancy, taking account of these amounts, would have been 95.7% and 94.9% for the six months ended June 30, 2016 and 2015, respectively and 95.7%, 95.6%, 95.1%, 95.3% and 95.1% for the fiscal years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively). Net concessions were $424 and $757 for the six months ended June 30, 2016 and 2015, respectively and $835, $796, $1,003, $1,159 and $1,338 for the fiscal years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively. Employee discounts were $369 and $321 for the six months ended June 30, 2016 and 2015, respectively and $646, $633, $837, $855 and $732 for the fiscal years ended December 31, 2015, 2014, 2013, 2012 and 2011, respectively. A community is considered by Post Properties to have achieved stabilized occupancy on the earlier to occur of (i) attainment of 95% physical occupancy, or (ii) one year after completion of construction. |
Selected Unaudited Pro Forma Consolidated Financial Information (See page F-1)
The following tables show summary unaudited pro forma condensed consolidated financial information about the combined financial condition and operating results of MAA and Post Properties after giving effect to the mergers. The unaudited pro forma financial information assumes that the mergers are accounted for by applying the acquisition method and based on MAAs preliminary estimates, assumptions and pro forma adjustments as described below and in the accompanying notes to the unaudited pro forma condensed consolidated financial information. The unaudited pro forma condensed consolidated balance sheet data gives effect to the mergers as if they had occurred on June 30, 2016. The unaudited pro forma condensed consolidated statement of income data gives effect to the mergers as if they had occurred on January 1, 2015, in each case based on the most recent valuation data available. The summary unaudited pro forma condensed consolidated financial information listed below has been derived from and should be read in conjunction with (1) the more detailed unaudited pro forma condensed consolidated financial information, including the notes thereto, appearing elsewhere in this joint proxy statement/prospectus and (2) the historical consolidated financial statements and related notes of both MAA and Post Properties, incorporated herein by reference. See Unaudited Pro Forma Condensed Consolidated Financial Statements beginning on page F-1 and Where You Can Find More Information beginning on page 201.
31
The unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this joint proxy statement/prospectus.
For the Six Months Ended June 30, 2016 | ||||||||||||||||
(Amounts in thousands except per share data) | ||||||||||||||||
MAA | Post Properties |
Pro forma adjustments |
MAA Pro forma |
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Operating Data |
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Total Revenues |
$ | 541,252 | $ | 198,188 | $ | | $ | 739,440 | ||||||||
Property Operating Expenses |
203,836 | 80,599 | | 284,435 | ||||||||||||
Depreciation and Amortization |
150,870 | 45,503 | 20,763 | 217,136 | ||||||||||||
Interest Expense |
64,250 | 15,687 | (4,022 | ) | 75,915 | |||||||||||
Net income available for common shareholders |
88,557 | 40,271 | (16,069 | ) | 112,759 | |||||||||||
Per Share Data |
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Net income available for common shareholders per common share, basic |
$ | 1.17 | $ | 0.75 | $ | 0.99 | ||||||||||
Net income available for common shareholders per common share, diluted |
$ | 1.17 | $ | 0.75 | $ | 0.99 | ||||||||||
Weighted average common shares outstanding, basic |
75,263 | 53,470 | 113,227 | |||||||||||||
Weighted average common shares outstanding, diluted |
75,502 | 53,486 | 113,477 | |||||||||||||
Balance Sheet Data |
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Real estate assets, net |
$ | 6,759,790 | $ | 2,250,543 | $ | 2,479,326 | $ | 11,489,659 | ||||||||
Total assets |
6,869,381 | 2,288,448 | 2,517,210 | 11,675,039 | ||||||||||||
Total debt |
3,489,425 | 931,836 | 26,033 | 4,447,294 | ||||||||||||
Total equity |
3,119,319 | 1,200,272 | 2,466,320 | 6,785,911 |
For the Year Ended December 31, 2015 | ||||||||||||||||
(Amounts in thousands except per share data) | ||||||||||||||||
MAA | Post Properties | Pro forma adjustments |
MAA Pro forma |
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Operating Data |
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Total Revenues |
$ | 1,042,779 | $ | 384,006 | $ | | $ | 1,426,785 | ||||||||
Property Operating Expenses |
400,645 | 153,129 | | 553,774 | ||||||||||||
Depreciation and Amortization |
294,520 | 87,458 | 75,733 | 457,711 | ||||||||||||
Interest Expense |
122,344 | 33,577 | (8,155 | ) | 147,766 | |||||||||||
Net income available for common shareholders |
332,287 | 76,935 | (62,123 | ) | 347,099 | |||||||||||
Per Share Data |
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Net income available for common shareholders per common share, basic |
$ | 4.41 | $ | 1.41 | $ | 3.04 | ||||||||||
Net income available for common shareholders per common share, diluted |
$ | 4.41 | $ | 1.41 | $ | 3.04 | ||||||||||
Weighted average common shares outstanding, basic |
75,176 | 54,290 | 113,722 | |||||||||||||
Weighted average common shares outstanding, diluted |
75,176 | 54,306 | 113,733 |
32
Unaudited Comparative Per Share Information
The following table sets forth for the six months ended June 30, 2016 and the year ended December 31, 2015 selected per share information for MAA common stock on a historical and pro forma combined basis and for Post Properties common stock on a historical and pro forma equivalent basis after giving effect to the mergers using the acquisition purchase method of accounting. Except for the historical information for the year ended December 31, 2015, the information in the table is unaudited. You should read the table below together with the historical consolidated financial statements and related notes of MAA and Post Properties contained in their respective Quarterly Reports on Form 10-Q for the six months ended June 30, 2016 and in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2015, which are incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information beginning on page 201.
The pro forma consolidated Post Properties equivalent information shows the effect of the mergers from the perspective of an owner of Post Properties common stock and the information was computed by multiplying the MAA pro forma combined information by the exchange ratio of 0.71.
The unaudited pro forma consolidated per share data is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transactions had been consummated at the beginning of the earliest period presented, nor is it necessarily indicative of future operating results or financial position. The pro forma adjustments are estimates based upon information and assumptions available at the time of the filing of this joint proxy statement/prospectus. This pro forma information is subject to risks and uncertainties, including those discussed in Risk Factors beginning on page 36.
The pro forma net income available for common shareholders per common share includes the combined net income available for common shareholders of MAA and Post Properties on a pro forma basis as if the transactions were consummated on January 1, 2015.
MAA | Post Properties | |||||||||||||||
Historical | Pro Forma Combined |
Historical | Pro Forma Equivalent |
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For the Six Months Ended June 30, 2016 |
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Net income available for common shareholders per common share, basic |
$ | 1.17 | $ | 0.99 | $ | 0.75 | $ | 0.71 | ||||||||
Net income available for common shareholders per common share, diluted |
$ | 1.17 | $ | 0.99 | $ | 0.75 | $ | 0.71 | ||||||||
Cash dividends declared per common share |
$ | 1.64 | $ | 1.64 | $ | 0.94 | $ | 1.16 | ||||||||
As of June 30, 2016 |
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Book value per share |
$ | 39.14 | $ | 57.62 | $ | 22.40 | $ | 40.91 | ||||||||
For the Year Ended December 31, 2015 |
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Net income available for common shareholders per common share, basic |
$ | 4.41 | $ | 3.04 | $ | 1.41 | $ | 2.16 | ||||||||
Net income available for common shareholders per common share, diluted |
$ | 4.41 | $ | 3.04 | $ | 1.41 | $ | 2.16 | ||||||||
Cash dividends declared per common share |
$ | 3.13 | $ | 3.13 | $ | 1.72 | $ | 2.22 |
33
Comparative Stock Prices And Dividends
Historical Market Prices and Dividend Data
Shares of MAA common stock and shares of Post Properties common stock are traded on the NYSE under the symbols MAA and PPS, respectively. The following tables set forth the high and low sales prices of MAA common stock and Post Properties common stock as reported on the NYSE, and the quarterly cash dividends declared per share, for each of the quarterly periods indicated.
MAA
High | Low | Dividend | ||||||||||
2014 |
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First Quarter |
$ | 69.32 | $ | 60.47 | $ | 0.73 | ||||||
Second Quarter |
73.49 | 67.10 | 0.73 | |||||||||
Third Quarter |
75.09 | 65.05 | 0.73 | |||||||||
Fourth Quarter |
76.83 | 65.54 | 0.77 | |||||||||
2015 |
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First Quarter |
$ | 83.50 | $ | 70.67 | $ | 0.77 | ||||||
Second Quarter |
78.99 | 72.72 | 0.77 | |||||||||
Third Quarter |
84.42 | 72.51 | 0.77 | |||||||||
Fourth Quarter |
92.80 | 81.72 | 0.82 | |||||||||
2016 |
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First Quarter |
$ | 102.42 | $ | 82.91 | $ | 0.82 | ||||||
Second Quarter |
106.68 | 94.57 | 0.82 | |||||||||
Third Quarter (through September 29, 2016) |
109.19 | 91.77 | 0.82 |
Post Properties
High | Low | Dividend | ||||||||||
2014 |
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First Quarter |
$ | 50.00 | $ | 44.05 | $ | 0.36 | ||||||
Second Quarter |
53.90 | 48.61 | 0.40 | |||||||||
Third Quarter |
55.91 | 50.34 | 0.40 | |||||||||
Fourth Quarter |
60.18 | 50.93 | 0.40 | |||||||||
2015 |
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First Quarter |
$ | 63.78 | $ | 54.75 | $ | 0.40 | ||||||
Second Quarter |
59.58 | 53.18 | 0.44 | |||||||||
Third Quarter |
60.60 | 53.71 | 0.44 | |||||||||
Fourth Quarter |
62.55 | 55.48 | 0.44 | |||||||||
2016 |
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First Quarter |
$ | 60.44 | $ | 52.08 | $ | 0.47 | ||||||
Second Quarter |
62.18 | 55.83 | 0.47 | |||||||||
Third Quarter (through September 29, 2016) |
69.39 | 60.49 | 0.47 |
34
Recent Trading Information
The following table presents trading information for MAA common stock and Post Properties common stock on August 12, 2016, the last trading day before the public announcement of the mergers, and September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus.
MAA Common Stock | Post Properties Common Stock | |||||||||||||||||||||||
Date |
High | Low | Close | High | Low | Close | ||||||||||||||||||
August 12, 2016 |
$ | 102.95 | $ | 101.03 | $ | 102.15 | $ | 62.84 | $ | 61.90 | $ | 62.22 | ||||||||||||
September 29, 2016 |
$ | 97.89 | $ | 96.14 | $ | 96.15 | $ | 68.74 | $ | 67.48 | $ | 67.50 |
For illustrative purposes, the following table provides Post Properties equivalent per share information on each of the specified dates. Post Properties equivalent per share amounts are calculated by multiplying MAA per share amounts by the exchange ratio of 0.71.
MAA Common Stock | Post Properties Equivalent Per Share | |||||||||||||||||||||||
Date |
High | Low | Close | High | Low | Close | ||||||||||||||||||
August 12, 2016 |
$ | 102.95 | $ | 101.03 | $ | 102.15 | $ | 73.09 | $ | 71.73 | $ | 72.53 | ||||||||||||
September 29, 2016 |
$ | 97.89 | $ | 96.14 | $ | 96.15 | $ | 69.50 | $ | 68.26 | $ | 68.27 |
The market price of MAA common stock and Post Properties common stock will fluctuate between the date of this joint proxy statement/prospectus and the effective time of the parent merger. Because the number of shares of MAA common stock to be issued in the parent merger for each share of Post Properties common stock is fixed in the merger agreement, the market value of MAA common stock to be received by Post Properties stockholders at the effective time of the parent merger may vary significantly from the prices shown in the table above. As a result, you should obtain recent market prices of shares of MAA common stock and Post Properties common stock prior to voting your shares. See Risk FactorsRisk Factors Relating to the Mergers beginning on page 36.
Following the transaction, MAA common stock will continue to be listed on the NYSE and, until the completion of the parent merger, Post Properties common stock will continue to be listed on the NYSE.
35
In addition to the other information included in this joint proxy statement/prospectus, including the matters addressed in the section entitled Cautionary Statement Concerning Forward-Looking Statements, whether you are an MAA shareholder or Post Properties shareholder, you should carefully consider the following risks before deciding how to vote. In addition, you should read and consider the risks associated with each of the businesses of MAA and Post Properties because these risks will also affect the Combined Corporation. These risks can be found in the respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2015 and subsequent Quarterly Reports on Form 10-Q of MAA and Post Properties, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information beginning on page 201.
Risk Factors Relating to the Mergers
The exchange ratio is fixed and will not be adjusted in the event of any change in the share prices of either MAA or Post Properties.
Upon the consummation of the parent merger, each share of Post Properties common stock (other than shares held by any wholly-owned subsidiary of Post Properties or by MAA or any of its subsidiaries) will be converted into the right to receive 0.71 shares of MAA common stock, with cash paid in lieu of any fractional share. This exchange ratio was fixed in the merger agreement and, except for certain adjustments on account of changes in the capitalization of MAA or Post Properties, will not be adjusted for changes in the market prices of either shares of MAA common stock or Post Properties common stock. The same exchange ratio will also be used to determine the number of MAA LP units that will be issued to Post LP unitholders upon the consummation of the partnership merger.
Changes in the market price of shares of MAA common stock prior to the mergers will affect the market value of the merger consideration that Post Properties common shareholders or Post LP unitholders will receive on the closing date of the mergers. Stock price changes may result from a variety of factors (many of which are beyond the control of MAA and Post Properties), including the following factors:
| market reaction to the announcement of the mergers; |
| changes in the respective businesses, operations, assets, liabilities and prospects of MAA and Post Properties; |
| changes in market assessments of the business, operations, financial position and prospects of MAA, Post Properties or the Combined Corporation; |
| market assessments of the likelihood that the mergers will be completed; |
| interest rates, general market and economic conditions and other factors generally affecting the market prices of shares of MAA common stock and Post Properties common stock; |
| federal, state and local legislation, governmental regulation and legal developments in the businesses in which MAA and Post Properties operate; and |
| other factors beyond the control of MAA and Post Properties, including those described or referred to elsewhere in this Risk Factors section. |
The market price of shares of MAA common stock at the closing of the mergers may vary from its price on the date the merger agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of Post Properties and MAA. As a result, the market value of the merger consideration to be received by Post Properties common shareholders and Post LP unitholders represented by the exchange ratio will also vary. For example, based on the range of trading prices of shares of MAA common stock during the
36
period after August 12, 2016, the last trading day before Post Properties and MAA announced the mergers, through September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio of 0.71 represented a market value ranging from a low of $65.16 to a high of $70.08.
Because the mergers will be completed after the date of the MAA and Post Properties special meetings, at the time of your special meeting, you will not know the exact market value of the shares of MAA common stock that Post Properties common shareholders or Post LP unitholders will receive upon completion of the mergers. You should consider the following two risks:
| If the market price of shares of MAA common stock increases between the date the merger agreement was signed or the date of the MAA and Post Properties special meetings and the closing of the mergers, Post Properties common shareholders and Post LP unitholders will receive shares of MAA common stock that have a market value upon completion of the mergers that is greater than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the special meetings, respectively. |
| If the market price of shares of MAA common stock declines between the date the merger agreement was signed or the date of the MAA and Post Properties special meetings and the closing of the mergers, Post Properties common shareholders and Post LP unitholders will receive shares of MAA common stock that have a market value upon completion of the mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the special meetings, respectively. |
Therefore, while the number of shares of MAA common stock to be issued per share of Post Properties common stock is fixed, (1) MAA cannot be sure of the market value of the consideration that will be paid to Post Properties common shareholders and Post LP unitholders upon completion of the mergers and (2) Post Properties common shareholders and Post LP unitholders cannot be sure of the market value of the consideration they will receive upon completion of the mergers.
Post Properties shareholders who receive shares of MAA Series I preferred stock cannot be sure of the market price of shares of MAA Series I preferred stock that they will receive as consideration in the parent merger.
Upon the consummation of the parent merger, Post Properties shareholders who hold Post Properties Series A preferred stock will receive newly issued shares of MAA Series I preferred stock. Prior to the parent merger, there will not be an established public trading market for MAA Series I preferred stock. The market price of MAA Series I preferred stock will be unknown until the commencement of trading upon completion of the mergers.
The parent merger and related transactions are subject to approval by both MAA common shareholders and Post Properties common shareholders.
Both MAA common shareholders and Post Properties common shareholders must approve the parent merger and the other transactions contemplated by the merger agreement in order for the parent merger to be completed. Approval of the parent merger requires the affirmative vote of the holders of each of (i) a majority of the outstanding shares of MAA common stock entitled to vote on the proposal and (ii) a majority of the outstanding shares of Post Properties common stock entitled to vote on the proposal. In addition, the affirmative vote of the holders of a majority of the shares of MAA common stock present at the MAA special meeting in person or by proxy and entitled to vote is required to approve the MAA charter amendment, which is necessary to complete the parent merger.
The voting power of the MAA and Post Properties common shareholders will be diluted by the mergers.
The parent merger will dilute the ownership position of the MAA common shareholders and result in Post Properties common shareholders having an ownership stake in the Combined Corporation that is smaller than
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their current stake in Post Properties. In addition, MAA LP units to be received by Post LP unitholders in the partnership merger may further dilute the ownership position of the MAA common shareholders. MAA LP units are subject to a redemption right at the option of the holder and, upon exercise by the unitholder of its redemption right, such unitholder may receive MAA common stock (in lieu of cash) at MAAs sole and absolute discretion. Upon completion of the mergers, based on the number of shares of MAA common stock and Post Properties common stock outstanding on September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus, we estimate that continuing MAA common shareholders will own approximately 67.7% of the issued and outstanding shares of the Combined Corporation common stock, assuming the conversion of all MAA LP units held by existing limited partners of MAA LP into shares of the Combined Corporation common stock, and former Post Properties common shareholders will own approximately 32.3% of the issued and outstanding shares of the Combined Corporation common stock, assuming the conversion of all MAA LP units issued by MAA LP to former limited partners of Post LP into shares of the Combined Corporation common stock. Consequently, MAA common shareholders and Post Properties common shareholders, as a general matter, will have less influence over the management and policies of the Combined Corporation after the effective time of the mergers than each currently exercise over the management and policies of MAA and Post Properties, as applicable.
If the mergers do not occur, one of the companies may incur payment obligations to the other.
If the merger agreement is terminated under certain circumstances, MAA may be required to pay Post Properties a termination fee of $245.0 million and Post Properties may be required to pay MAA a termination fee of $117.0 million and/or up to $10.0 million in expense reimbursement to the other party. The termination fee payable by MAA to Post Properties will be $122.5 million and the termination fee payable by Post Properties to MAA will be $58.5 million if the merger agreement is terminated under certain circumstances during the period beginning on August 15, 2016 and ending on the later of (i) September 14, 2016 and (ii) one business day after the end of certain notice periods and matching rights as described in the merger agreement. See The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by Post Properties to MAA beginning on page 168 and The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by MAA to Post Properties beginning on page 169.
Failure to complete the mergers could negatively affect the stock prices and the future business and financial results of both MAA and Post Properties.
If the mergers are not completed, the ongoing businesses of MAA and Post Properties could be adversely affected and each of MAA and Post Properties will be subject to a variety of risks associated with the failure to complete the mergers, including the following:
| MAA or Post Properties being required, under certain circumstances, to pay to the other party a substantial termination fee and/or reimburse the other partys reasonable expenses up to $10.0 million; |
| incurrence of substantial costs by both companies in connection with the parent merger, such as legal, accounting, financial advisor, filing, printing and mailing fees; |
| diversion of management focus and resources from operational matters and other strategic opportunities while working to implement the mergers; and |
| reputational harm due to the adverse perception of any failure to complete the mergers. |
If the mergers are not completed, these risks could materially affect the business, financial results and stock prices of both MAA and Post Properties.
The pendency of the mergers could adversely affect the business and operations of MAA and Post Properties.
Prior to the effective time of the mergers, some tenants or vendors of each of MAA and Post Properties may delay or defer decisions, which could negatively affect the revenues, earnings, cash flows and expenses of MAA
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and Post Properties, regardless of whether the mergers are completed. Similarly, current and prospective employees of MAA and Post Properties may experience uncertainty about their future roles with the Combined Corporation following the mergers, which may materially adversely affect the ability of each of MAA and Post Properties to attract and retain key personnel during the pendency of the mergers. In addition, due to operating restrictions in the merger agreement, each of MAA and Post Properties may be unable, during the pendency of the mergers, to pursue strategic transactions, undertake certain capital investments or financing transactions and otherwise pursue other actions, even if such actions would prove beneficial.
The merger agreement contains provisions that could discourage a potential competing acquirer of either MAA or Post Properties or could result in any competing acquisition proposal being at a lower price than it might otherwise be.
The merger agreement contains provisions that, subject to limited exceptions necessary to comply with the fiduciary duties of the MAA Board or the Post Properties Board, restrict the ability of each of MAA and Post Properties to initiate, solicit, knowingly encourage or knowingly facilitate any third-party proposals to acquire all or a significant part of MAA or Post Properties, respectively. Prior to receipt of MAA or Post Properties shareholder approval of the parent merger and the other transactions contemplated by the merger agreement, MAA or Post Properties may negotiate with a third party after receiving an unsolicited bona fide written Acquisition Proposal (as defined in The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions below) if the MAA Board or the Post Properties Board, as applicable, concludes in good faith that the unsolicited proposal either constitutes or would likely lead to a Superior Proposal (as defined in The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions below) and the MAA Board or the Post Properties Board, as applicable, concludes in good faith that failure to negotiate would be inconsistent with its fiduciary duties. Once a third-party proposal is received by MAA or Post Properties, the other party will have an opportunity to match or exceed the competing proposal before the MAA Board or the Post Properties Board, as the case may be, may withdraw or modify its recommendation to its respective shareholders in response to such Acquisition Proposal. In the event that the MAA Board or the Post Properties Board, as the case may be, withdraws or modifies its recommendation to its respective shareholders in response to such Acquisition Proposal, the other party may terminate the merger agreement, in which case a substantial termination fee and an expense reimbursement would be payable by the party whose board withdrew or modified its recommendation. Similarly, a substantial termination fee and an expense reimbursement may be payable in certain circumstances if the merger agreement is terminated so that MAA or Post Properties can enter into an alternative acquisition agreement with respect to a Superior Proposal or MAA or Post Properties consummates a transaction regarding, or enters into a definitive agreement which is later consummated with respect to, an Acquisition Proposal. See The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions beginning on page 168, The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by Post Properties to MAA beginning on page 168, and The Merger AgreementTermination of the Merger AgreementTermination Fee and Expenses Payable by MAA to Post Properties beginning on page 169.
These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of MAA or Post Properties from considering or making a competing acquisition proposal, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than that market value proposed to be received or realized in the mergers, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement that may become payable in certain circumstances under the merger agreement.
The mergers are subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the mergers or adversely impact the companies ability to complete the transactions.
The completion of the mergers is subject to certain conditions, including, among others, the receipt of the requisite approvals of MAA and Post Properties shareholders and other customary closing conditions set
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forth in the merger agreement. While it is currently anticipated that the mergers will be completed during the fourth quarter of 2016, there can be no assurance that such conditions will be satisfied in a timely manner or at all, or that an event, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, there can be no guarantee with respect to the timing of the closing of the mergers, whether the mergers will be completed at all and when Post Properties shareholders and Post LP unitholders will receive the merger consideration, if at all.
If the mergers are not consummated by February 28, 2017, either MAA or Post Properties may terminate the merger agreement.
Either MAA or Post Properties may terminate the merger agreement if the mergers have not been consummated by 5:00 p.m. (New York time) on February 28, 2017. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the merger agreement and that failure was the cause of, or resulted in, the failure to consummate the mergers. See The Merger AgreementTermination of the Merger Agreement beginning on page 166.
If the parent merger does not qualify as a tax-free reorganization, Post Properties shareholders or MAA shareholders may recognize a taxable gain.
The parent merger is intended to qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code. As a result, Post Properties shareholders that are U.S. holders (as defined below) are not expected to recognize gain or loss as a result of the parent merger (except with respect to the receipt of cash in lieu of fractional shares of the Combined Corporation common stock). The closing of the parent merger is conditioned on the receipt by each of MAA and Post Properties of an opinion from its respective counsel to the effect that the parent merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. However, these legal opinions will not be binding on the IRS or on the courts. If for any reason the parent merger does not qualify as a tax-free reorganization within the meaning of Section 368(a) of the Code, then each Post Properties shareholder generally would recognize gain or loss, for U.S. federal income tax purposes, equal to the difference between the sum of the fair market value of the Combined Corporation common stock, MAA Series I preferred stock and cash in lieu of any fractional share of the Combined Corporation common stock received by the shareholder in the parent merger and the shareholders adjusted tax basis in the shares of Post Properties common stock and/or Post Properties Series A preferred stock exchanged therefor. Moreover, under the investment company rules under Section 368 of the Code, if both MAA and Post Properties are investment companies under such rules, the failure of either Post Properties or MAA to qualify as a REIT could cause the parent merger to be taxable to Post Properties or MAA, respectively, and its shareholders. See The MergersMaterial U.S. Federal Income Tax Consequences of the Parent Merger and Ownership of Combined Corporation Common Stock and MAA Series I Preferred Stock beginning on page 121.
Some of the directors and executive officers of MAA and Post Properties have interests in seeing the mergers completed that are different from, or in addition to, those of the other MAA shareholders and Post Properties shareholders.
Some of the directors and executive officers of MAA and Post Properties have arrangements that provide them with interests in the mergers that are different from, or in addition to, those of the shareholders of MAA or the shareholders of Post Properties generally. These interests include, among other things, the continued service as a director or an executive officer of the Combined Corporation, or, in the alternative, a sizeable severance payment if terminated upon, or following, consummation of the mergers. These interests, among other things, may influence or may have influenced the directors and executive officers of MAA and Post Properties to support or approve the mergers. See The MergersInterests of MAAs Directors and Executive Officers in the Mergers beginning on page 114 and The MergersInterests of Post Properties Directors and Executive Officers in the Mergers beginning on page 115.
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Risk Factors Relating to the Combined Corporation Following the Mergers
The Combined Corporation expects to incur substantial expenses related to the mergers.
The Combined Corporation expects to incur substantial expenses in connection with completing the mergers and integrating the business, operations, networks, systems, technologies, policies and procedures of the two companies. While MAA and Post Properties expect to incur a certain level of transaction and integration expenses, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the mergers could, particularly in the near term, exceed the savings that the Combined Corporation expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the mergers.
Following the mergers, the Combined Corporation may be unable to integrate the businesses of MAA and Post Properties successfully and realize the anticipated synergies and other benefits of the mergers or do so within the anticipated timeframe.
The mergers involve the combination of two companies that currently operate as independent public companies. MAA estimates that the transaction will generate approximately $20 million of annual gross savings in general and administrative and other operating expenses. The Combined Corporation is expected to benefit from the elimination of duplicative costs associated with supporting a public company platform and the operating efficiencies derived from its increased scale. These savings are expected to be realized upon full integration, which is expected to occur over the 12-month period following the closing of the mergers. However, the Combined Corporation will be required to devote significant management attention and resources to integrating the business practices and operations of MAA and Post Properties. Potential difficulties the Combined Corporation may encounter in the integration process include the following:
| the inability to successfully combine the businesses of MAA and Post Properties in a manner that permits the Combined Corporation to achieve the cost savings anticipated to result from the mergers, which would result in the anticipated benefits of the mergers not being realized in the timeframe currently anticipated or at all; |
| the complexities associated with managing the combined businesses out of several different locations and integrating personnel from the two companies; |
| the additional complexities of combining two companies with different histories, cultures, regulatory restrictions, markets and customer bases; |
| potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the mergers; and |
| performance shortfalls as a result of the diversion of managements attention caused by completing the mergers and integrating the companies operations. |
For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Corporations management, the disruption of the Combined Corporations ongoing business or inconsistencies in the Combined Corporations operations, services, standards, controls, procedures and policies, any of which could adversely affect the ability of the Combined Corporation to maintain relationships with tenants, vendors and employees or to achieve the anticipated benefits of the mergers, or could otherwise adversely affect the business and financial results of the Combined Corporation.
Following the mergers, the Combined Corporation may be unable to retain key employees.
The success of the Combined Corporation after the mergers will depend in part upon its ability to retain key MAA and Post Properties employees. Key employees may depart either before or after the mergers because of
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issues relating to the uncertainty and difficulty of integration or a desire not to remain with the Combined Corporation following the mergers. Accordingly, no assurance can be given that MAA, Post Properties or, following the mergers, the Combined Corporation will be able to retain key employees to the same extent as in the past.
The mergers will result in changes to the board of directors and management of the Combined Corporation that may affect the strategy of the Combined Corporation as compared to that of MAA and Post Properties independently.
If the parties complete the mergers, the composition of the board of directors and management team will change. The board of directors of the Combined Corporation will consist of thirteen members, with all ten directors from the current MAA Board and Russell R. French, Toni Jennings and David P. Stockert from the current Post Properties Board. H. Eric Bolton, Jr., MAAs Chief Executive Officer and Chairman of the Board of Directors, will serve as Chief Executive Officer and Chairman of the Board of Directors of the Combined Corporation. Alan B. Graf, Jr., the Lead Independent Director for MAA, will serve as the Lead Independent Director for the Combined Corporation. In addition, Albert M. Campbell, III, MAAs Chief Financial Officer, Thomas L. Grimes, Jr., MAAs Chief Operating Officer, and Robert J. DelPriore, MAAs General Counsel, will serve as Chief Financial Officer, Chief Operating Officer and General Counsel, respectively, of the Combined Corporation. This new composition of the board of directors and the management team of the Combined Corporation may affect the business strategy and operating decisions of the Combined Corporation upon the completion of the mergers.
The future results of the Combined Corporation will suffer if the Combined Corporation does not effectively manage the expansion of its operations following the mergers.
Following the mergers, the Combined Corporation expects to continue to expand its operations through additional acquisitions and development of properties, some of which may involve complex challenges. The future success of the Combined Corporation will depend, in part, upon the ability of the Combined Corporation to manage its expansion opportunities, which may pose substantial challenges for the Combined Corporation to integrate new operations into its existing business in an efficient and timely manner, and upon its ability to successfully monitor its operations, costs, regulatory compliance and service quality, and to maintain other necessary internal controls. There is no assurance that the Combined Corporations expansion or acquisition and development opportunities will be successful, or that the Combined Corporation will realize its expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.
If counterparties to certain agreements with MAA or Post Properties do not consent to the mergers, change of control rights under those agreements may be triggered, which could cause the Combined Corporation to lose the benefit of such agreements and incur liabilities or replacement costs.
MAA and Post Properties are each party to one or more agreements that will require MAA or Post Properties, as applicable, to obtain consents from third parties in connection with the mergers. Although these consents are not a condition to closing the mergers, if such consents cannot be obtained, the counterparties to these contracts and other third parties with whom MAA or Post Properties currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with MAA or Post Properties, or with the Combined Corporation following the mergers. The pursuit of such rights by the counterparties may result in MAA, Post Properties or the Combined Corporation suffering a loss of potential future revenue or incurring liabilities and may result in the loss of rights that are material to the Combined Corporations business. Any such disruptions could limit the Combined Corporations ability to achieve the anticipated benefits of the mergers.
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The Combined Corporations joint ventures could be adversely affected by the Combined Corporations lack of sole decision-making authority, its reliance on its joint venture partners financial condition and disputes between the Combined Corporation and its joint venture partner.
Both MAA and Post Properties currently have joint venture investments that will constitute a portion of the Combined Corporations assets upon consummation of the mergers. In addition, the Combined Corporation may enter into additional joint ventures after consummation of the mergers. These joint venture investments involve risks not present with a property wholly owned by the Combined Corporation, including that: (i) one or more joint venture partners might become bankrupt or fail to fund a share of required capital contributions; (ii) one or more joint venture partners may have economic or other business interests or goals that are inconsistent with the Combined Corporations business interests or goals; or (iii) disputes between the Combined Corporation and one or more of its joint venture partners may result in litigation or arbitration that would increase the operating expenses of the Combined Corporation and divert management time and attention away from the business. The occurrence of one or more of the events described above could cause unanticipated disruption to the operations of the Combined Corporation or unanticipated costs and liabilities to the Combined Corporation, which could in turn adversely affect the financial condition, results of operations and cash flows of the Combined Corporation and limit its ability to make distributions to its shareholders.
At the closing of the mergers, MAA LP will assume liabilities and obligations of Post LP.
Following and by virtue of completion of the mergers, MAA LP will have assumed the liabilities and obligations of Post LP, including Post LPs liabilities under its unsecured revolving lines of credit, unsecured term loans and mortgage notes payable as well as Post LPs obligations under its $150,000,000 aggregate principal amount of 4.75% senior notes due October 15, 2017 and $250,000,000 aggregate principal amount of 3.375% senior notes due December 1, 2022. These liabilities could have a material adverse effect on the Combined Corporations business to the extent that MAA LP or Post LP has not identified such liabilities or have underestimated the nature, amount or significance, based on amount or otherwise, of such liabilities.
The Combined Corporations operating results after the mergers may differ materially from the unaudited pro forma condensed consolidated financial information included elsewhere in this joint proxy statement/prospectus.
The unaudited pro forma condensed consolidated financial information included elsewhere in this joint proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the mergers been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Combined Corporation. The unaudited pro forma condensed consolidated financial information does not reflect future events that may occur after the mergers, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the mergers, and does not consider potential impacts of current market conditions on revenues or expense efficiencies. The unaudited pro forma condensed consolidated financial information presented elsewhere in this joint proxy statement/prospectus is based in part on certain assumptions regarding the mergers that MAA and Post Properties believe are reasonable under the circumstances. MAA and Post Properties cannot assure you that the assumptions will prove to be accurate over time.
Risks Related to an Investment in the Combined Corporations Common Stock
The market price of shares of the common stock of the Combined Corporation may be affected by factors different from those affecting the price of shares of MAA common stock or Post Properties common stock before the mergers.
The results of operations of the Combined Corporation, as well as the market price of the common stock of the Combined Corporation, after the mergers may be affected by other factors in addition to those currently
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affecting MAAs or Post Properties results of operations and the market prices of MAA common stock and Post Properties common stock. These factors include:
| a greater number of shares of the Combined Corporation outstanding as compared to the number of currently outstanding shares of MAA; |
| different shareholders; and |
| different assets and capitalizations. |
Accordingly, the historical market prices and financial results of MAA and Post Properties may not be indicative of these matters for the Combined Corporation after the mergers. For a discussion of the businesses of MAA and Post Properties and certain risks to consider in connection with investing in those businesses, see the documents incorporated by reference by MAA and Post Properties into this joint proxy statement/prospectus referred to under Where You Can Find More Information.
The market price of the Combined Corporations common stock may decline as a result of the mergers.
The market price of the Combined Corporations common stock may decline as a result of the mergers for a number of reasons, including if the Combined Corporation does not achieve the perceived benefits of the mergers as rapidly or to the extent anticipated by financial or industry analysts, or the effect of the mergers on the Combined Corporations financial results is not consistent with the expectations of financial or industry analysts.
In addition, upon consummation of the mergers, MAA shareholders and Post Properties shareholders will own interests in a Combined Corporation operating an expanded business with a different mix of properties, risks and liabilities. Current shareholders of MAA and Post Properties may not wish to continue to invest in the Combined Corporation, or for other reasons may wish to dispose of some or all of their shares of the Combined Corporations common stock. If, following the effective time of the mergers, large amounts of the Combined Corporations common stock are sold, the price of the Combined Corporations common stock could decline.
General market conditions and unpredictable factors, including conditions and factors different from those affecting Post Properties Series A preferred stock currently, could adversely affect the market prices of MAA Series I preferred stock.
There can be no assurance about the market prices of MAA Series I preferred stock that will be issued in exchange for Post Properties Series A preferred stock in the parent merger. Several factors, many of which are beyond the control of MAA, could influence the market prices of MAA Series I preferred stock, including:
| whether the Combined Corporation declares or fails to declare dividends on the MAA Series I preferred stock from time to time; |
| real or anticipated changes in the credit ratings assigned to the Combined Corporations securities; |
| the Combined Corporations creditworthiness and credit profile; |
| interest rates; |
| developments in the securities, credit and housing markets, and developments with respect to financial institutions generally; |
| the market for similar securities; and |
| economic, corporate, securities market, geopolitical, regulatory or judicial events that affect the Combined Corporation or real estate industries or the financial markets generally. |
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After the mergers are completed, Post Properties shareholders who receive shares of the Combined Corporation common stock or MAA Series I preferred stock in the parent merger will have different rights that may be less favorable than their current rights as Post Properties shareholders.
If the parent merger is consummated, shareholders of Post Properties will become shareholders of MAA. The rights of Post Properties shareholders are currently governed by and subject to the provisions of the Georgia Business Corporation Code, or the GBCC, and the articles of incorporation and bylaws of Post Properties. Upon consummation of the parent merger, the rights of the former Post Properties shareholders who receive MAA common stock or MAA Series I preferred stock will be governed by the Tennessee Business Corporation Act, or the TBCA, and the MAA charter and MAA bylaws, rather than the GBCC and the articles of incorporation and bylaws of Post Properties.
For a summary of certain differences between the rights of MAA shareholders and Post Properties shareholders, see Comparison of Rights of Shareholders of MAA and Shareholders of Post Properties beginning on page 183.
The Combined Corporation cannot assure you that it will be able to continue paying dividends at or above the rate currently paid by MAA and Post Properties.
Following the mergers, the common shareholders of the Combined Corporation may not receive dividends at the same rate they received dividends as common shareholders of MAA and Post Properties for various reasons, including the following:
| as a result of the mergers and the issuance of shares in connection with the mergers, the total amount of cash required for the Combined Corporation to pay dividends at its current rate will increase; |
| the Combined Corporation may not have enough cash to pay such dividends due to changes in the Combined Corporations cash requirements, capital spending plans, cash flow or financial position or as a result of unknown or unforeseen liabilities incurred in connection with the mergers; |
| decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the Combined Corporations board of directors, which reserves the right to change the Combined Corporations dividend practices at any time and for any reason; |
| the Combined Corporation may desire to retain cash to maintain or improve its credit ratings; and |
| the amount of dividends that the Combined Corporations subsidiaries may distribute to the Combined Corporation may be subject to restrictions imposed by state law, restrictions that may be imposed by state regulators, and restrictions imposed by the terms of any current or future indebtedness that the Combined Corporation or its subsidiaries may incur. |
Common shareholders of the Combined Corporation will have no contractual or other legal right to dividends that have not been declared by the Combined Corporations board of directors. In addition, MAA will issue newly-issued shares of MAA Series I preferred stock to holders of Post Properties Series A preferred stock in the parent merger. Holders of MAA Series I preferred stock would receive, upon the Combined Corporations voluntary or involuntary liquidation, dissolution or winding up, before any payment is made to holders of the Combined Corporations common stock, their respective liquidation preferences as well as any accrued and unpaid dividends. These payments would reduce the amount of the remaining assets of the Combined Corporation, if any, available for distribution to holders of its common stock.
Future offerings of debt or equity securities, which may rank senior to the Combined Corporations common stock, may adversely affect the market price of MAA common stock.
If the Combined Corporation decides to issue additional debt securities in the future, which would rank senior to the Combined Corporations common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting the Combined Corporations operating flexibility. Additionally,
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any equity securities or convertible or exchangeable securities that the Combined Corporation issues in the future may have rights, preferences and privileges more favorable than those of the Combined Corporations common stock and may result in dilution to owners of the Combined Corporations common stock. The Combined Corporation and, indirectly, the Combined Corporations shareholders, will bear the cost of issuing and servicing such securities. Because the Combined Corporations decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond the Combined Corporations control, the Combined Corporation cannot predict or estimate the amount, timing or nature of its future offerings. Thus, holders of Combined Corporations common stock will bear the risk of the Combined Corporations future offerings reducing the market price of the Combined Corporations common stock and diluting the value of their stock holdings in the Combined Corporation.
The Combined Corporation will have a significant amount of indebtedness and may need to incur more in the future.
The Combined Corporation will have substantial indebtedness following completion of the mergers. For example, as of June 30, 2016, the Combined Corporation would have had an estimated fixed charge coverage ratio of 2.5x and an estimated debt as a percentage of total market capitalization of 28.3%. In addition, in connection with executing the Combined Corporations business strategies following the mergers, the Combined Corporation expects to continue to evaluate the possibility of acquiring additional properties and making strategic investments, and the Combined Corporation may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for the Combined Corporation, including:
| reducing the Combined Corporations credit ratings and thereby raising its borrowing costs; |
| hindering the Combined Corporations ability to adjust to changing market, industry or economic conditions; |
| limiting the Combined Corporations ability to access the capital markets to refinance maturing debt or to fund acquisitions or emerging businesses; |
| limiting the amount of free cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses; |
| making the Combined Corporation more vulnerable to economic or industry downturns, including interest rate increases; and |
| placing the Combined Corporation at a competitive disadvantage compared to less leveraged competitors. |
Moreover, to respond to competitive challenges, the Combined Corporation may be required to raise substantial additional capital to execute its business strategy. The Combined Corporations ability to arrange additional financing will depend on, among other factors, the Combined Corporations financial position and performance, as well as prevailing market conditions and other factors beyond the Combined Corporations control. If the Combined Corporation is able to obtain additional financing, the Combined Corporations credit ratings could be further adversely affected, which could further raise the Combined Corporations borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.
The Combined Corporation may incur adverse tax consequences if MAA or Post Properties has failed or fails to qualify as a REIT for U.S. federal income tax purposes.
Each of MAA and Post Properties has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code, and each intends to continue to do so through the time of the mergers, and the Combined Corporation intends to continue operating in such a manner following the mergers. None of MAA, Post Properties or the Combined Corporation has requested or plans to request a ruling
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from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership (such as both Post Properties and MAA do, and as the Combined Corporation will, following the mergers). The determination of various factual matters and circumstances not entirely within the control of MAA, Post Properties or the Combined Corporation, as the case may be, may affect any such companys ability to qualify as a REIT. In order to qualify as a REIT, each of MAA, Post Properties and the Combined Corporation must satisfy a number of requirements, including requirements regarding the ownership of its stock and the composition of its gross income and assets. Also, a REIT must make distributions to shareholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains.
If any of MAA, Post Properties or the Combined Corporation loses its REIT status, or is determined to have lost its REIT status in a prior year, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its shareholders, because:
| such company would be subject to U.S. federal income tax on its net income at regular corporate rates for the years it did not qualify for taxation as a REIT (and, for such years, would not be allowed a deduction for dividends paid to shareholders in computing its taxable income); |
| such company could be subject to the federal alternative minimum tax and possibly increased state and local taxes for such periods; |
| unless such company is entitled to relief under applicable statutory provisions, neither it nor any successor company could elect to be taxed as a REIT until the fifth taxable year following the year during which it was disqualified; and |
| for the ten years following re-election of REIT status (five years if REIT status is re-elected prior to August 8, 2016), upon a taxable disposition of an asset owned as of such re-election, such company would be subject to corporate level tax with respect to any built-in gain inherent in such asset at the time of re-election. |
The Combined Corporation will inherit any liability with respect to unpaid taxes of MAA or Post Properties for any periods prior to the parent merger. In addition, as described above, if Post Properties failed to qualify as a REIT as of the parent merger but the Combined Corporation nonetheless qualified as a REIT, in the event of a taxable disposition of a former Post Properties asset during the ten years following the parent merger the Combined Corporation would be subject to corporate tax with respect to any built-in gain inherent in such asset as of the parent merger. In addition, under the investment company rules under Section 368 of the Code, if both MAA and Post Properties are investment companies under such rules, the failure of either Post Properties or MAA to qualify as a REIT could cause the parent merger to be taxable to Post Properties or MAA, respectively, and its shareholders. As a result of all these factors, MAAs, Post Properties or the Combined Corporations failure to qualify as a REIT could impair the Combined Corporations ability to expand its business and raise capital, and would materially adversely affect the value of its stock. In addition, for years in which the Combined Corporation does not qualify as a REIT, it will not otherwise be required to make distributions to shareholders.
In certain circumstances, even if the Combined Corporation qualifies as a REIT, it and its subsidiaries may be subject to certain U.S. federal, state, and other taxes, which would reduce the Combined Corporations cash available for distribution to its shareholders.
Even if each of MAA, Post Properties and the Combined Corporation has, as the case may be, qualified and continues to qualify as a REIT, the Combined Corporation may be subject to U.S. federal, state, or other taxes. For example, net income from the sale of properties that are dealer properties sold by a REIT (a prohibited
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transaction under the Code) will be subject to a 100% tax. In addition, the Combined Corporation may not be able to make sufficient distributions to avoid income and excise taxes applicable to REITs. Alternatively, the Combined Corporation may decide to retain income it earns from the sale or other disposition of its property and pay income tax directly on such income. In that event, the Combined Corporations shareholders would be treated as if they earned that income and paid the tax on it directly. However, shareholders that are tax-exempt, such as charities or qualified pension plans, might not have any benefit from their deemed payment of such tax liability. The Combined Corporation and its subsidiaries may also be subject to U.S. federal taxes other than U.S. federal income taxes, as well as state and local taxes (such as state and local income and property taxes), either directly or at the level of its operating partnership, or at the level of the other companies through which the Combined Corporation indirectly owns its assets. Any U.S. federal or state taxes the Combined Corporation (or any of its subsidiaries) pays will reduce cash available for distribution by the Combined Corporation to shareholders. See section The MergersMaterial U.S. Federal Income Tax Consequences of the Parent Merger and Ownership of Combined Corporation Common Stock and MAA Series I Preferred Stock beginning on page 121.
MAA and Post Properties face other risks.
The foregoing risks are not exhaustive, and you should be aware that, following the mergers, the Combined Corporation will face various other risks, including those discussed in reports filed by MAA and Post Properties with the SEC. See Where You Can Find More Information beginning on page 201.
Risk Factors Relating to MAAs Business
You should also read and consider the risk factors specific to MAAs business that will also affect the Combined Corporation after the mergers. These risks are described in Part I, Item 1A of MAAs Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information for more detail on the information incorporated by reference into this joint proxy statement/prospectus.
Risk Factors Relating to Post Properties Business
You should also read and consider the risk factors specific Post Properties business that will also affect the Combined Corporation after the mergers. These risks are described in Part I, Item 1A of Post Properties Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and in other documents that are incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information for more detail on the information incorporated by reference into this joint proxy statement/prospectus.
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which MAA and Post Properties operate and beliefs of, and assumptions made by, MAA management and Post Properties management and involve uncertainties that could significantly affect the financial results of MAA, Post Properties or the Combined Corporation. Words such as expects, anticipates, intends, plans, believes, seeks, estimates, 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 mergers, including future financial and operating results of the Combined Corporation, and the Combined Corporations plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that MAA and Post Properties expect or anticipate will occur in the futureincluding statements relating to expected synergies, improved liquidity and balance sheet strengthare forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although MAA and Post Properties believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, MAA and Post Properties can give no assurance that their 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:
| each of MAAs and Post Properties success, or the success of the Combined Corporation, in implementing its business strategy and its ability to identify, underwrite, finance, consummate and integrate acquisitions, developments or other investments; |
| changes in national, regional and local economic climates, including changes in conditions affecting ownership of residential real estate and general conditions in the multifamily residential real estate market; |
| changes in financial markets and interest rates, or to the business or financial condition of MAA, Post Properties or the Combined Corporation or their respective businesses; |
| the nature and extent of future competition; |
| each of MAAs and Post Properties ability, or the ability of the Combined Corporation, to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; |
| the ability and willingness of MAA, Post Properties and the Combined Corporation to maintain its qualification as a REIT due to economic, market, legal, tax or other considerations; |
| availability to MAA, Post Properties and the Combined Corporation of financing and capital; |
| each of MAAs and Post Properties ability, or the ability of the Combined Corporation, to deliver high quality properties and services, to attract and retain qualified personnel and to attract and retain residents and other tenants; |
| the impact of any financial, accounting, legal or regulatory issues that may affect MAA, Post Properties or the Combined Corporation; |
| the outcome of any legal proceedings or enforcement matters that may be instituted against MAA, Post Properties or the Combined Corporation relating to the mergers; |
| risks associated with the companies ability to consummate the mergers, the timing of the closing of the mergers and unexpected costs or unexpected liabilities that may arise from the mergers, whether or not consummated; |
| disruption in key business activities, including disruption of managements attention from MAAs or Post Properties ongoing business operations due to the mergers or any impact on MAAs or Post Properties relationships with third parties as a result of the announcement of the mergers; |
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| potential difficulties in employee retention as a result of the pendency of the mergers; |
| risks associated with the mergers, including the integration of the companies businesses and achieving expected revenue synergies or cost savings as a result of the mergers; and |
| those additional risks and factors discussed in reports filed with the Securities and Exchange Commission, or the SEC, by MAA and Post Properties 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. |
Should one or more of the risks or uncertainties described above or elsewhere in this joint proxy statement/prospectus occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus.
All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that MAA, Post Properties or persons acting on their behalf may issue.
Neither MAA nor Post Properties undertakes any duty to update any forward-looking statements appearing in this joint proxy statement/prospectus.
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Mid-America Apartment Communities, Inc.
MAA is a Tennessee corporation that has elected to be taxed as a REIT under the Code. MAA owns, acquires, renovates, develops and manages apartment communities in the Sunbelt region of the United States. As of June 30, 2016, MAA owned a total of 256 multifamily apartment communities comprising 80,300 apartment units located in 15 states. MAA also had four development communities under construction totaling 628 units as of June 30, 2016. Total expected costs for the development projects are $96.9 million, of which $49.4 million had been incurred through June 30, 2016. MAA expects to complete construction on one project by the third quarter of 2016, two projects by the second quarter of 2017, and one project by the fourth quarter of 2017.
MAAs most significant asset is its ownership interest in MAA LP. MAA conducts substantially all of its business and holds substantially all of its assets through MAA LP, and by virtue of its ownership interest and being MAA LPs sole general partner, MAA has the ability to control all of the day-to-day operations of MAA LP. As of June 30, 2016, MAA owned 75,524,086 common units of partnership interest, or approximately 94.8% of the outstanding partnership interests in MAA LP.
MAA common stock is listed on the NYSE, trading under the symbol MAA.
MAA was incorporated in the state of Tennessee in 1993, and MAA LP was formed in the state of Tennessee in 1993. MAAs principal executive offices are located at 6584 Poplar Avenue, Memphis, Tennessee 38138, and its telephone number is (901) 682-6600.
Additional information about MAA and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information beginning on page 201.
Post Properties, a Georgia corporation, is a self-administered and self-managed REIT. Post Properties and its subsidiaries develop, own and manage upscale multifamily apartment communities in selected markets in the United States. Post Properties through its wholly-owned subsidiaries is the sole general partner, a limited partner and owns a majority interest in Post Apartment Homes, L.P., or Post LP, a Georgia limited partnership. Post LP, through its operating divisions and subsidiaries conducts substantially all of the on-going operations of Post Properties. As of June 30, 2016, Post Properties owned or owned interests in a total of 61 multifamily apartment communities comprising 24,162 apartment units, including 1,471 apartment units in four communities held in unconsolidated entities and 2,360 apartment units in seven communities currently under development or in lease-up. At June 30, 2016, Post Properties had 2,290 apartment units in six communities under development with total budgeted development and construction costs of $478.6 million. Post Properties currently expects to initiate the lease-up of apartment units at two of these communities, containing 794 apartment units in 2016. An additional community containing 340 apartment units with total projected costs of $74.8 million continues its initial lease-up and, as of July 30, 2016, was 89.1% leased. At June 30, 2016, approximately 30.2%, 21.6%, 13.3% and 10.7% (on a unit basis) of Post Properties operating communities were located in the Atlanta, Georgia, Dallas, Texas, greater Washington, D.C. and Tampa, Florida metropolitan areas, respectively.
Post Properties only material asset is its ownership interest in Post LP, which, together with its subsidiaries, conducts substantially all of Post Properties business, holds substantially all of Post Properties consolidated assets and generates substantially all of Post Properties revenues. Through its wholly-owned subsidiaries, Post Properties is the sole general partner of Post LP and, as of June 30, 2016, owned approximately 99.8% of the outstanding partnership interests in Post LP.
Post Properties common stock is listed on the NYSE, trading under the symbol PPS.
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Post Properties was incorporated in the state of Georgia in 1984, and is the successor by merger to the original Post Properties, Inc., a Georgia corporation, which was formed in 1971. Post LP is a Georgia limited partnership that was formed in 1993 for the purpose of consolidating the operating and development businesses of Post Properties and the Post Properties apartment portfolio. Post Properties principal executive offices are located at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, and its telephone number is (404) 846-5000.
Additional information about Post Properties and its subsidiaries is included in documents incorporated by reference into this joint proxy statement/prospectus. See Where You Can Find More Information beginning on page 201.
The Combined Corporation will be named Mid-America Apartment Communities, Inc. and will be a Tennessee corporation that will be a self-administered REIT, structured as a traditional UPREIT, which has elected to be taxed as a REIT under the Code. The Combined Corporation will be a Sunbelt-focused, publicly-traded, multifamily REIT with enhanced capabilities to deliver value for residents, shareholders and employees. The Combined Corporation is expected to have a pro forma equity market capitalization of approximately $11 billion, and a pro forma total market capitalization of approximately $16 billion, each as of September 29, 2016, the latest practicable trading day before the date of this joint proxy statement/prospectus. The Combined Corporations asset base will consist primarily of 105,008 apartment units in 317 multifamily apartment communities. The Combined Corporation will maintain strategic diversity across urban and suburban locations in large and secondary markets within the high-growth Sunbelt region of the United States. The Combined Corporations ten largest markets by unit count will be Atlanta, Dallas, Austin, Charlotte, Raleigh, Orlando, Tampa, Fort Worth, Houston and Washington, D.C.
The business of the Combined Corporation will be operated through MAA LP and its subsidiaries. On a pro forma basis giving effect to the mergers, the Combined Corporation will own an approximate 96.4% partnership interest in MAA LP and, as its sole general partner, the Combined Corporation will have the full, exclusive and complete responsibility for and discretion in the day-to-day management and control of MAA LP.
The common stock of the Combined Corporation will be listed on the NYSE, trading under the symbol MAA.
The Combined Corporations principal executive offices will be located at 6584 Poplar Avenue, Memphis, Tennessee 38138, and its telephone number will be (901) 682-6600.
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Date, Time and Place
The MAA special meeting will be held at MAAs corporate headquarters, 6584 Poplar Avenue, Memphis, Tennessee 38138, on November 10, 2016, at 8:30 a.m., local time.
Purpose of the MAA Special Meeting
At the MAA special meeting, MAA shareholders will be asked to consider and vote upon the following matters:
| a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of MAA common stock to Post Properties shareholders in connection with the parent merger, which we refer to collectively as the MAA merger proposal; |
| a proposal to approve an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares, which we refer to as the MAA charter amendment proposal; and |
| a proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the merger agreement and the parent merger and approval of the MAA charter amendment, which we refer to as the MAA adjournment proposal. |
Recommendation of the MAA Board
After careful consideration, the MAA Board has unanimously (i) determined and declared that the merger agreement, the parent merger, the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders in connection with the parent merger, are advisable and in the best interests of MAA and its shareholders, (ii) adopted and approved the merger agreement, the parent merger and the other transactions contemplated thereby, and (iii) determined and declared that, due to the transactions contemplated by the merger agreement, it is necessary, advisable, desirable and in the best interest of MAA to amend the MAA charter to increase the number of shares of MAA common stock authorized for issuance from 100,000,000 shares to 145,000,000 shares. Certain factors considered by the MAA Board in reaching its decision to adopt and approve the merger agreement can be found in the section of this joint proxy statement/prospectus entitled The MergersRecommendation of the MAA Board and Its Reasons for the Mergers beginning on page 84.
The MAA Board unanimously recommends that MAA shareholders vote FOR the MAA merger proposal, FOR the MAA charter amendment proposal and FOR the proposal to adjourn the MAA special meeting, if necessary or appropriate in the view of the MAA Board, to solicit additional proxies in favor of the proposals if there are not sufficient votes at the time of such adjournment to approve such proposals.
The MAA merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of MAA common stock entitled to vote. The proposal to approve the MAA charter amendment requires the affirmative vote of a majority of shares of MAA common stock present in person or by proxy at the MAA special meeting and entitled to vote. The parent merger cannot be completed without the approval by MAA shareholders of both proposals.
MAA Record Date; Who Can Vote at the MAA Special Meeting
Only MAA shareholders of record at the close of business on the record date, September 26, 2016, are entitled to receive notice of the MAA special meeting and to vote the shares of MAA common stock that they
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held on the record date at the MAA special meeting, or any postponement or adjournment of the MAA special meeting. The only class of stock that can be voted at the MAA special meeting is MAA common stock. Each share of MAA common stock is entitled to one vote on all matters that come before the MAA special meeting.
On the record date, there were approximately 75,541,759 shares of MAA common stock outstanding and entitled to vote at the MAA special meeting.
A list of MAA shareholders entitled to vote at the MAA special meeting will be open for examination by any MAA shareholder, for any purpose germane to the MAA special meeting, during ordinary business hours, beginning two (2) days after notice of the MAA special meeting is given and through the time of the MAA special meeting at MAAs principal executive offices at 6584 Poplar Avenue, Memphis, Tennessee 38138.
Quorum
A quorum of shareholders is necessary to hold a valid special meeting. The presence, in person or by proxy, of holders of a majority of the shares of MAA common stock outstanding on the MAA record date will constitute a quorum. On the record date, there were 75,541,759 shares of MAA common stock outstanding and entitled to vote. Thus, 37,770,880 shares of MAA common stock must be represented by shareholders present at the MAA special meeting in person or by proxy to have a quorum for the MAA special meeting.
Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chairman of the MAA special meeting or a majority of the votes present at the MAA special meeting may adjourn the MAA special meeting to another date.
Vote Required for Approval
Approval of the MAA merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of MAA common stock entitled to vote.
Approval of the MAA charter amendment proposal requires the affirmative vote of a majority of shares of MAA common stock present in person or by proxy at the MAA special meeting and entitled to vote.
Approval of the MAA adjournment proposal requires that the votes cast FOR the proposal exceed the votes cast AGAINST the proposal.
Abstentions and Broker Non-Votes
If you are a MAA shareholder and you fail to instruct your broker, bank or other nominee to vote, or abstain from voting:
| with respect to the MAA merger proposal, abstentions and broker non-votes will have the same effect as a vote AGAINST the MAA merger proposal; |
| with respect to the MAA charter amendment proposal, assuming a quorum is present, abstentions will have the same effect as a vote AGAINST the MAA charter amendment proposal, but broker non-votes will have no effect on the outcome of the vote for this proposal; and |
| with respect to the MAA adjournment proposal, abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal. |
Voting by MAA Directors and Executive Officers
At the close of business on the record date, directors and executive officers of MAA and their affiliates were entitled to vote 482,516 shares of MAA common stock, or approximately 0.6% of the shares of MAA common stock issued and outstanding on that date. MAA currently expects that the MAA directors and executive officers will vote their shares of MAA common stock in favor of the MAA merger proposal as well as the other proposals to be considered at the MAA special meeting, although none of them is obligated to do so.
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Manner of Submitting Proxy
A proxy card is enclosed for use by MAA shareholders. MAA requests that MAA shareholders sign the accompanying proxy card and return it promptly in the enclosed postage-paid envelope. MAA shareholders may also vote their shares by telephone or through the Internet. Information and applicable deadlines for voting proxies by telephone or through the Internet are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of MAA common stock represented by it will be voted at the MAA special meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy card.
If a proxy card is signed and returned without an indication as to how the shares of MAA common stock represented by the proxy are to be voted with regard to a particular proposal, the shares of MAA common stock represented by the proxy will be voted FOR each such proposal. As of the date of this joint proxy statement/prospectus, MAA has no knowledge of any business that will be presented for consideration at the MAA special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Shareholders of MAA. In accordance with the MAA bylaws and Tennessee law, business transacted at the MAA special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the MAA special meeting for consideration, it is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their discretion on such matter.
Your vote is important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the MAA special meeting in person.
Shares held in Street Name
If a MAA shareholder holds shares of MAA common stock in a stock brokerage account or if its shares are held by a broker, bank or other nominee (that is, in street name), such shareholder must provide the record holder of its shares with instructions on how to vote its shares of MAA common stock. MAA shareholders should follow the voting instructions provided by their broker, bank or nominee. Please note that MAA shareholders may not vote shares of MAA common stock held in street name by returning a proxy card directly to MAA or by voting in person at the MAA special meeting unless they provide a legal proxy, which MAA shareholders must obtain from their broker, bank or nominee. Further, brokers, banks or other nominees who hold shares of MAA common stock on behalf of their customers may not give a proxy to MAA to vote those shares without specific instructions from their customers.
If a MAA shareholder does not instruct its broker, bank or nominee to vote, then the broker, bank or nominee may not vote those shares, and it will have the effects described above under Abstentions and Broker Non-Votes.
Shares held in the MAA Employee Stock Ownership Plan
If MAA shareholders hold shares of MAA common stock in an account under the MAA Employee Stock Ownership Plan, such shareholders have the right to vote the shares in their account. To do this, the MAA shareholder must sign and timely return the proxy card received with this joint proxy statement/prospectus, or grant the shareholders proxy by telephone or over the Internet by following the instructions on the proxy card.
Revocation of Proxies or Voting Instructions
MAA shareholders of record may change their vote or revoke their proxy at any time before the final vote at the MAA special meeting by:
1. | submitting another properly completed proxy card bearing a later date in time to be received before the MAA special meeting or by submitting a later dated proxy by telephone or over the Internet in which case the later-submitted proxy will be recorded and the earlier proxy revoked; |
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2. | submitting written notice that the MAA shareholder is revoking the proxy to MAAs Corporate Secretary, 6584 Poplar Avenue, Memphis, Tennessee 38138 in time to be received before the MAA special meeting; or |
3. | voting in person at the MAA special meeting. |
Attending the MAA special meeting without voting will not, by itself, revoke a MAA shareholders proxy.
If your shares of MAA common stock are held by your broker or bank as nominee or agent, you should follow the instructions provided by your broker or bank.
Tabulation of Votes
MAA will appoint an inspector of election for the MAA special meeting to tabulate affirmative and negative votes, broker non-votes and abstentions.
Solicitation of Proxies; Payment of Solicitation Expenses
The cost of proxy solicitation for the MAA special meeting will be borne by MAA. In addition to the use of the mail, proxies may be solicited by officers, directors and regular employees of MAA, without additional remuneration, in person, by telephone or any other electronic means of communication deemed appropriate. MAA will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares held of record on the record date and will provide customary reimbursement to such firms for the cost of forwarding these materials. MAA has retained D.F. King to assist in its solicitation of proxies and has agreed to pay them a fee not to exceed $20,000 for these services, plus reimbursement for reasonable out-of-pocket expenses and expenses, and to indemnify D.F. King against certain losses, costs and expenses.
Adjournment
In addition to the other proposals being considered at the MAA special meeting, MAA shareholders are also being asked to approve a proposal that will give the MAA Board authority to adjourn the MAA special meeting, if necessary or appropriate in the view of the MAA Board, to solicit additional proxies in favor of the other proposals if there are not sufficient votes at the time of such adjournment to approve such proposals. If this proposal is approved, the MAA special meeting could be successively adjourned to another date. In addition, the MAA Board could postpone the MAA special meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the MAA special meeting is adjourned for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use.
If a quorum does not exist, the chairman of the MAA special meeting or the holders of a majority of the shares of MAA common stock present at the MAA special meeting, in person or by proxy, may adjourn the MAA special meeting to another place, date or time. If a quorum exists, but there are not enough affirmative votes to approve any other proposal, the MAA special meeting may be adjourned if the votes cast, in person or by proxy, at the MAA special meeting in favor of the MAA adjournment proposal exceed the votes cast, in person or by proxy, against the MAA adjournment proposal.
Assistance
If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the MAA special meeting, please contact MAAs proxy solicitor, D.F. King, toll-free at (866) 811-1442.
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PROPOSALS SUBMITTED TO MAA SHAREHOLDERS
(Proposal 1 on the MAA Proxy Card)
MAA shareholders are asked to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders in the parent merger. For a summary and detailed information regarding the MAA merger proposal, see the information about the merger agreement and the parent merger throughout this joint proxy statement/prospectus, including the information set forth in sections entitled The Mergers beginning on page 70 and The Merger Agreement beginning on page 148. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference.
Pursuant to the merger agreement, approval of this proposal is a condition to the closing of the mergers. If this proposal is not approved, the mergers will not be completed.
MAA is requesting that MAA shareholders approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. Approval of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of MAA common stock entitled to vote on such proposal.
Recommendation of the MAA Board
The MAA Board unanimously recommends that MAA shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock to Post Properties shareholders in the parent merger.
(Proposal 2 on the MAA Proxy Card)
Background
In connection with its adoption and approval of the merger agreement and the parent merger, the MAA Board authorized and approved an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 to 145,000,000. The MAA charter amendment proposal is subject to MAA shareholder approval.
The complete text of the MAA charter amendment is attached hereto as Annex B. If the MAA charter amendment is approved by the MAA shareholders, the MAA charter amendment will become effective upon filing with the Secretary of State of the State of Tennessee, which we expect to occur immediately prior to the closing of the mergers. The text of the MAA charter amendment as filed with the Secretary of State of the State of Tennessee may vary, however, for such changes that are consistent with this proposal and which MAA may deem necessary or appropriate.
Purpose of the MAA Charter Amendment
Currently, the MAA charter authorizes the issuance of up to 100,000,000 shares of common stock. As of September 9, 2016, 75,541,759 shares of MAA common stock were issued and outstanding, 338,066 shares of MAA common stock were reserved for issuance under MAAs equity incentive plans, and 4,143,203 shares of MAA common stock were reserved for issuance upon redemption of limited partnership units in MAA LP. In the
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event the parent merger is consummated, an additional approximately 37,991,387 shares of MAA common stock will be issued to the Post Properties shareholders.
Without approval of the MAA charter amendment by the MAA shareholders, MAA will not have a sufficient number of authorized shares to complete the parent merger. Based on current estimates, if the proposal is approved, MAA will have approximately 31,466,854 authorized but unissued shares of common stock available for issuance after completion of the parent merger. The MAA Board considers the proposed increase in the number of authorized shares desirable and in MAAs best interests and in the best interests of the MAA shareholders because it will enable MAA to complete the parent merger and will provide MAA with an enhanced flexibility to issue shares of common stock in the future without shareholder approval, except as may be required by law, regulation or stock exchange rules, to take advantage of market conditions or favorable opportunities without the potential expense or delay incident to obtaining shareholder approval for a particular issuance. The MAA Board from time to time evaluates such opportunities and considers different capital structuring alternatives designed to advance MAAs business strategy.
Description of MAA Common Stock
If this proposal is approved by the MAA shareholders, MAA will be authorized to issue up to 145,000,000 shares of common stock. Although MAA may consider issuing shares of common stock in the future for purposes of potential capital raising transactions, stock splits, stock dividends, acquisitions or similar transactions, there are currently no binding agreements or commitments with respect to the issuance of MAA common stock for any purpose, other than in connection with the parent merger and pursuant to MAAs equity incentive plans.
The additional authorized shares of MAA common stock, if and when issued, would be part of the existing class of MAA common stock and would have the same rights, preferences, privileges and voting powers as the shares of MAA common stock presently outstanding. There are no preemptive rights related to MAA common stock. Please see Description of Capital Stock included elsewhere in this joint proxy statement/prospectus for a description of MAA common stock and the rights of MAA common shareholders.
Possible Effects on Holders of MAA Common Stock
The MAA Board considered the possible negative impact the increase in the number of shares of MAA common stock could have on the existing MAA shareholders. The MAA Board believes that existing MAA shareholders would experience dilution of their ownership interests as additional shares of MAA common stock are issued. However, the MAA Board concluded that any such negative impact would be outweighed by the positive effect on the MAA shareholders resulting from MAAs growth. Furthermore, the MAA Board believes there is a potential negative impact to MAA shareholders if MAA is unable to continue to raise the necessary capital for acquisition and growth needs.
Possible Anti-Takeover Effect
The MAA charter amendment could adversely affect the ability of third parties to take over MAA or change control of MAA by, for example, permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the MAA Board or contemplating a tender offer or other transaction for the combination of MAA with another company that the MAA Board determines is not in MAAs best interests or in the best interests of MAA shareholders. The ability of the MAA Board to cause MAA to issue substantial amounts of MAA common stock without the need for shareholder approval, except as may be required by law, regulation or stock exchange rules, upon such terms and conditions as the MAA Board may determine from time to time in the exercise of its business judgment may, among other things, be used to create voting impediments with respect to changes in control of MAA or to dilute the stock ownership of holders of MAA common stock
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seeking to obtain control of MAA. The issuance of MAA common stock, while providing desirable flexibility in connection with possible acquisitions, financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of MAA. The MAA Board, however, does not intend or view the increase in MAAs authorized common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of MAA.
Availability of Dissenters Rights
Pursuant to the TBCA, MAA shareholders are not entitled to dissenters rights with respect to the MAA charter amendment.
Approval of the MAA charter amendment requires the affirmative vote of a majority of shares of MAA common stock present in person or by proxy at the MAA special meeting and entitled to vote on the matter. Abstentions will have the same effect as an AGAINST vote, but broker non-votes will have no effect, assuming a quorum is present for the MAA special meeting.
Recommendation of the MAA Board
The MAA Board unanimously recommends that MAA shareholders vote FOR the amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 to 145,000,000.
(Proposal 3 on the MAA Proxy Card)
MAA is asking MAA shareholders to consider and vote upon a proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the MAA merger proposal and the approval of the MAA charter amendment proposal.
In this proposal, you are being asked to authorize the holder of any proxy solicited by the MAA Board to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the MAA special meeting one or more times for the purpose of soliciting additional proxies. If MAA shareholders approve the MAA adjournment proposal, MAA could adjourn the MAA special meeting and any adjourned session of the MAA special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from MAA shareholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of the MAA adjournment proposal could mean that, even if MAA has received proxies representing a sufficient number of votes against the approval of MAA merger proposal such that the proposal would be defeated, MAA could adjourn the MAA special meeting without a vote on the MAA merger proposal and seek to obtain sufficient votes in favor of approval of the MAA merger proposal to obtain approval of that proposal.
Approval of this proposal requires that the votes cast in favor the proposal exceed the votes cast against the proposal.
Recommendation of the MAA Board
The MAA Board unanimously recommends that MAA shareholders vote FOR the proposal to approve one or more adjournments of the MAA special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the MAA merger proposal and approval of the MAA charter amendment proposal.
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As of the date of this joint proxy statement/prospectus, MAA does not intend to bring any other matters before the MAA special meeting, and MAA has no knowledge of any business that will be presented for consideration at the MAA special meeting and which would be required to be set forth in this joint proxy statement/prospectus other than the matters set forth in the accompanying Notice of Special Meeting of Shareholders of MAA. In accordance with the MAA bylaws and the TCBA, business transacted at the MAA special meeting will be limited to those matters set forth in such notice. Nonetheless, if any other matter is properly presented at the MAA special meeting for consideration, it is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their discretion on such matter.
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THE POST PROPERTIES SPECIAL MEETING
Date, Time and Place
The Post Properties special meeting will be held at the offices of King & Spalding LLP located at 1180 Peachtree Street N.E., Atlanta, Georgia 30309, on November 10, 2016 commencing at 9:30 a.m., local time.
Purpose of the Post Properties Special Meeting
At the Post Properties special meeting, Post Properties shareholders will be asked to consider and vote upon the following matters:
| a proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, which we refer to as the Post Properties merger proposal; |
| a proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger, which we refer to as the merger-related compensation proposal; and |
| a proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger, which we refer to as the Post Properties adjournment proposal. |
Recommendation of the Post Properties Board
The Post Properties Board unanimously recommends that Post Properties shareholders vote:
| FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement; |
| FOR the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger; and |
| FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger. |
As discussed elsewhere in this joint proxy statement/prospectus, after careful consideration, the Post Properties Board has unanimously approved and adopted the merger agreement, and has determined that the parent merger is advisable and in the best interests of Post Properties and its shareholders. Certain factors considered by the Post Properties Board in reaching its decision to adopt and approve the parent merger can be found in the section of this joint proxy statement/prospectus entitled The MergersRecommendation of the Post Properties Board and Its Reasons for the Mergers beginning on page 88.
The vote by Post Properties shareholders to approve the merger agreement and the parent merger is separate from the vote to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger. Approval of the compensation arrangements is not a condition to completion of the parent merger.
Post Properties Record Date; Who Can Vote at the Post Properties Special Meeting
Only holders of record of shares of Post Properties common stock at the close of business on September 26, 2016, Post Properties record date for the Post Properties special meeting, are entitled to notice of, and to vote at, the Post Properties special meeting or any adjournments or postponements thereof. As of the close of business on the record date, there were 53,508,995 shares of Post Properties common stock, par value $0.01 per share,
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outstanding and entitled to vote at the Post Properties special meeting, held by approximately 1,214 holders of record. Because many of the shares of Post Properties common stock are held by brokers and other institutions on behalf of Post Properties shareholders, Post Properties is unable to estimate the total number of Post Properties shareholders represented by these record holders. Post Properties common stock is the only security the holders of which are entitled to notice of, and to vote at, the Post Properties special meeting.
Each share of Post Properties common stock owned on the Post Properties record date is entitled to one vote on each proposal at the Post Properties special meeting.
If you own shares of Post Properties common stock that are registered in the name of someone else, such as a broker, bank or other nominee, you need to direct that organization to vote those shares or obtain authorization from them and vote the shares yourself at the Post Properties special meeting.
A list of Post Properties shareholders entitled to vote at the Post Properties special meeting will be open for examination by any Post Properties shareholder, for any purpose germane to the Post Properties special meeting, during ordinary business hours for a period of ten days before the Post Properties special meeting at Post Properties principal executive offices at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, and at the time and place of the Post Properties special meeting during the entirety of the Post Properties special meeting.
Quorum
The presence at the Post Properties special meeting, in person or by proxy, of Post Properties shareholders entitled to vote a majority of the outstanding shares of Post Properties common stock as of the Post Properties record date will constitute a quorum for the purposes of the Post Properties special meeting. There must be a quorum for business to be conducted at the Post Properties special meeting. It is important that Post Properties shareholders vote promptly so that their shares of Post Properties common stock are counted toward the quorum.
All shares of Post Properties common stock represented at the Post Properties special meeting, including abstentions and broker non-votes, will be treated as shares of Post Properties common stock that are present for purposes of determining the presence of a quorum. Post Properties may seek to adjourn the Post Properties special meeting if a quorum is not present at the Post Properties special meeting.
Vote Required for Approval
Approval of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, will require the affirmative vote of the holders of a majority of the shares of Post Properties common stock entitled to vote as of the record date for the Post Properties special meeting. Approval of the Post Properties merger proposal is a condition to the closing of the parent merger.
Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Post Properties in connection with the parent merger will require that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. An abstention from voting on this proposal will have no effect on the outcome of this proposal.
Assuming a quorum is present, approval of one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger, will require that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. If a quorum is not present, the Post Properties special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Post Properties common stock present in person or by proxy.
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Abstentions and Broker Non-Votes
It is important that you vote your shares of Post Properties common stock. Your failure to vote, or failure to instruct your broker, bank or other nominee on how to vote, will have the same effect as a vote against the Post Properties merger proposal, but will have no effect on the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger or the proposal to approve one or more adjournments of the Post Properties special meeting.
If you attend the Post Properties special meeting, send in your signed proxy card or vote by telephone, but abstain from voting on any proposal, you will still be counted for purposes of determining whether a quorum exists. If you abstain from voting on the Post Properties merger proposal, your abstention will have the same effect as a vote against that proposal, but will have no effect on the merger-related compensation proposal or the Post Properties adjournment proposal (if a quorum is present).
Banks, brokers and other nominees that hold their customers shares in street name may not vote their customers shares on non-routine matters without instructions from their customers. As each of the proposals to be voted upon at the Post Properties special meeting is considered non-routine, such organizations do not have discretion to vote on any of the proposals. As a result, if you fail to provide your broker, bank or other nominee with any instructions, your shares of Post Properties common stock will not be considered present at the Post Properties special meeting or voted on any of the proposals. If you provide instructions to your broker, bank or other nominee which do not indicate how to vote your shares of Post Properties common stock with respect to a particular proposal, in accordance with stock exchange rules relating to non-routine shareholder matters, your shares of Post Properties common stock will not be voted with respect to that particular proposal, which is referred to in this context as a broker non-vote. With respect to the Post Properties merger proposal, broker non-votes will have the same effect as a vote against the Post Properties merger proposal, but will have no effect on the outcome of the merger-related compensation proposal and the Post Properties adjournment proposal.
Voting by Post Properties Directors and Executive Officers
At the close of business on the Post Properties record date, directors and executive officers of Post Properties and their affiliates were entitled to vote 983,919 shares of Post Properties common stock, or approximately 1.84% of the 53,508,995 Post Properties common stock issued and outstanding on that date. Post Properties currently expects that the Post Properties directors and executive officers will vote their shares of Post Properties common stock in favor of the Post Properties merger proposal as well as the other proposals to be considered at the Post Properties special meeting, although none of them is obligated to do so.
Manner of Submitting Proxy
Whether you plan to attend the Post Properties special meeting in person, you should submit your proxy as soon as possible.
If you own shares of Post Properties common stock in your own name, you are an owner or holder of record. This means that you may use the enclosed proxy card or telephone voting options to tell the persons named as proxies how to vote your shares of Post Properties common stock. You have four voting options:
| In Person. To vote in person, come to the Post Properties special meeting and you will be able to vote by ballot. To ensure that your shares of Post Properties common stock are voted at the Post Properties special meeting, the Post Properties Board recommends that you submit a proxy even if you plan to attend the Post Properties special meeting. |
| Mail. To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the enclosed return envelope. If you return your signed proxy card to Post Properties before the Post Properties special meeting, Post Properties will vote your shares of Post Properties common stock as you direct. |
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| Telephone. To vote by telephone, dial the toll-free telephone number located on the enclosed proxy card using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the enclosed proxy card. Your vote must be received by 11:59 p.m. Eastern Time on November 9, 2016 to be counted. |
The telephone voting options available to holders of record are designed to authenticate Post Properties shareholders identities, to allow Post Properties shareholders to give their proxy voting instructions and to confirm that these instructions have been properly recorded. Proxies submitted by telephone through such a program must be received by 11:59 p.m. Eastern Time on November 9, 2016. Submitting a proxy will not affect your right to vote in person if you decide to attend the Post Properties special meeting.
Shares Held in Street Name
If your shares of Post Properties common stock are held in street name by your broker, bank or other nominee, you should have received a voting instruction form, as well as voting instructions with these proxy materials from that organization rather than from Post Properties. Your broker, bank or other nominee will vote your shares of Post Properties common stock only if you provide instructions to that organization on how to vote. You should provide your broker, bank or other nominee with instructions regarding how to vote your shares of Post Properties common stock by following the enclosed instructions provided by that organization. Without such instructions, your shares will NOT be voted on any of the proposals to be voted upon at the Post Properties special meeting, which will have the same effect as described above under Abstentions and Broker Non-Votes.
Please note that Post Properties shareholders may not vote shares of Post Properties common stock held in street name by returning a proxy card directly to Post Properties or by voting in person at the Post Properties special meeting unless they provide a legal proxy, which Post Properties shareholders must obtain from their broker, bank or nominee. Further, brokers, banks or nominees who hold shares of Post Properties common stock on behalf of their customers may not give a proxy to Post Properties to vote those shares of Post Properties common stock without specific instructions from their customers
Shares held through Post Properties 401(k) plan
If you hold shares of Post Properties common stock through Post Properties 401(k) plan, your voting instructions (or any change to your voting instructions) must be received by 12:00 a.m., Eastern Time, on November 8, 2016 in order to allow the plan administrator to tabulate the vote for shares held in the 401(k) plan in accordance with the plans stock fund operating procedures.
Revocation of Proxies or Voting Instructions
Your grant of a proxy on the enclosed proxy card or through one of the alternative methods discussed above does not prevent you from voting in person or otherwise revoking your proxy at any time before it is voted at the Post Properties special meeting. If your shares of Post Properties common stock are registered in your own name, you may revoke your proxy in one of the following ways by:
| submitting notice in writing to Post Properties Corporate Secretary at Post Properties, Inc., One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, that you are revoking your proxy that bears a date later than the date of the proxy that you are revoking and that is received before the Post Properties special meeting; |
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| submitting another proxy card bearing a later date and mailing it so that it is received before the Post Properties special meeting; |
| submitting another proxy using the Internet or telephone voting procedures; or |
| attending the Post Properties special meeting and voting in person, although simply attending the Post Properties special meeting will not revoke your proxy, as you must deliver a notice of revocation or vote at the Post Properties special meeting in order to revoke a prior proxy. |
Your last vote is the vote that will be counted.
If you have instructed a broker, bank or other nominee to vote your shares of Post Properties common stock, you must follow the directions received from your broker, bank or other nominee if you wish to change your vote.
If you have questions about how to vote or revoke your proxy, you should contact our proxy solicitor, Innisfree toll-free at (888) 750-5834.
Tabulation of Votes
Post Properties will appoint an inspector of election for the Post Properties special meeting to tabulate affirmative and negative votes, broker non-votes and abstentions.
Solicitation of Proxies; Payment of Solicitation Expenses
Post Properties is soliciting proxies for the Post Properties special meeting from Post Properties shareholders. Post Properties will bear the entire cost of soliciting proxies from Post Properties shareholders. In addition to this mailing, Post Properties directors and officers may solicit proxies by telephone, by facsimile, by mail or in person. They will not be paid any additional amounts for soliciting proxies. Arrangements also will be made with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of shares of Post Properties common stock held of record by those persons, and Post Properties will reimburse these brokerage firms, custodians, nominees and fiduciaries for related, reasonable out-of-pocket expenses they incur.
Post Properties has engaged Innisfree M&A Incorporated, or Innisfree, to assist in the solicitation of proxies for the Post Properties special meeting and will pay Innisfree a fee of approximately $20,000, plus reimbursement of out-of-pocket expenses and will indemnify Innisfree and its affiliates against certain claims, liabilities, losses, damages and expenses. The address of Innisfree is 501 Madison Avenue, 20th Floor, New York, NY 10022. You can call Innisfree at (888) 750-5834.
Adjournment
In addition to the other proposals being considered at the Post Properties special meeting, Post Properties shareholders are also being asked to approve a proposal that will give the Post Properties Board authority to adjourn the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval of the merger agreement and the parent merger. If this proposal is approved, the Post Properties special meeting could be successively adjourned to another date. In addition, the Post Properties Board could postpone the Post Properties special meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the Post Properties special meeting is adjourned for the purpose of soliciting additional proxies, Post Properties shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use.
If a quorum is present and the number of votes cast in favor of the Post Properties adjournment proposal exceeds the votes cast opposing such proposal, Post Properties may adjourn the Post Properties special meeting.
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If a quorum is not present, the Post Properties special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Post Properties common stock present in person or by proxy.
Rights of Dissenting Shareholders
Appraisal or dissenters rights are statutory rights that, if available under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Appraisal or dissenters rights are not available in all circumstances, and exceptions to these rights are provided in the GBCC. Because shares of Post Properties common stock are listed on a national securities exchange and at the effective time of the parent merger each outstanding share of Post Properties common stock will be converted into the right to receive shares of MAA common stock as merger consideration, holders of Post Properties common stock will not have appraisal or dissenters rights in connection with the merger. Because shares of Post Properties Series A preferred stock generally have no voting rights and are listed on a national securities exchange and at the effective time of the parent merger each outstanding share of Post Properties Series A preferred stock will be converted into the right to receive shares of MAA Series I Preferred Stock as merger consideration, holders of shares of Post Properties Series A preferred stock will not have appraisal or dissenters rights in connection with the merger.
Assistance
If you need assistance in completing your proxy card or have questions regarding the various voting options with respect to the Post Properties special meeting, please contact Post Properties proxy solicitor, Innisfree, at (888) 750-5834.
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PROPOSALS SUBMITTED TO POST PROPERTIES SHAREHOLDERS
Post Properties Merger Proposal
(Proposal 1 on the Post Properties Proxy Card)
Post Properties shareholders are asked to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. For a summary and detailed information regarding this proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, see the information about the merger agreement and the parent merger throughout this joint proxy statement/prospectus, including the information set forth in sections entitled The Mergers beginning on page 70 and The Merger Agreement beginning on page 148. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus, which is incorporated by reference herein.
Pursuant to the merger agreement, approval of this proposal is a condition to the closing of the parent merger. If this proposal is not approved, the parent merger will not be completed even if the other proposals considered at the Post Properties special meeting are approved.
Post Properties is requesting that Post Properties shareholders approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Post Properties common stock represented by such proxy card will be voted FOR the approval and adoption of the merger agreement, the parent merger and the other transactions contemplated by the merger agreement.
Approval of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement requires the affirmative vote of the holders of at least a majority of the outstanding shares of Post Properties common stock entitled to vote on such proposal.
Recommendation of the Post Properties Board
The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement.
Advisory Vote on Executive Compensation
(Proposal 2 on the Post Properties Proxy Card)
As required by Section 14A of the Exchange Act and the SECs rules thereunder, Post Properties is asking its shareholders to cast an advisory (non-binding) vote on the compensation that may be payable to its named executive officers in connection with the parent merger, as described in this joint proxy statement/prospectus under the table captioned Change in Control Compensation on page 119 under The MergersExecutive Compensation Payable in Connection with the Mergers, including in the associated narrative discussion. In accordance with these requirements, Post Properties is asking its shareholders to vote on the adoption of the following resolution:
RESOLVED, that the compensation that may be payable to Post Properties named executive officers in connection with the parent merger, as disclosed in the table captioned Change in Control Compensation on page 119 under The MergersExecutive Compensation Payable in Connection with the Mergers, including the associated narrative discussion, and the agreements or understandings pursuant to which such compensation may be payable, are hereby APPROVED.
The vote on the executive compensation payable in connection with the parent merger is a vote separate and apart from the vote to approve the merger agreement, the parent merger and the other transactions contemplated
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by the merger agreement. You may vote to approve this proposal and vote not to approve the Post Properties merger proposal, or you may vote against this proposal and vote to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement. Because the vote on this proposal is advisory in nature only, it will not be binding on Post Properties. Accordingly, because Post Properties is contractually obligated to pay the compensation covered by this proposal, such compensation will be payable, subject only to certain applicable conditions, if the parent merger is approved and regardless of the outcome of the advisory vote.
Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Post Properties in connection with the parent merger will require that the number of votes cast in favor of the proposal exceeds the votes cast opposing the proposal. If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of common stock represented by such proxy card will be voted FOR this proposal. Abstentions from voting, failures to submit a proxy (if you do not attend the Post Properties special meeting in person) and any broker non-votes will not affect the outcome of the vote on this proposal.
Recommendation of the Post Properties Board
The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve, on an advisory (non- binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger.
Post Properties Adjournment Proposal
(Proposal 3 on the Post Properties Proxy Card)
Post Properties is asking its shareholders to consider and vote upon a proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger.
If the number of shares of Post Properties common stock present in person or represented by proxy at the Post Properties special meeting voting in favor of the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement is insufficient to approve the Post Properties merger proposal at the time of the Post Properties special meeting, then Post Properties may move to adjourn the Post Properties special meeting in order to enable the Post Properties Board to solicit additional proxies in respect of such proposal. In that event, Post Properties shareholders will be asked to vote only upon the Post Properties adjournment proposal, and not on any other proposal, including the Post Properties merger proposal.
In this proposal, you are being asked to authorize the holder of any proxy solicited by the Post Properties Board to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the Post Properties special meeting one or more times for the purpose of soliciting additional proxies. If Post Properties shareholders approve the Post Properties adjournment proposal, Post Properties could adjourn the Post Properties special meeting and any adjourned session of the Post Properties special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Post Properties shareholders that have previously returned properly executed proxies or authorized a proxy by using the telephone. Among other things, approval of the Post Properties adjournment proposal could mean that, even if Post Properties has received proxies representing a sufficient number of votes against the approval of the Post Properties merger proposal such that the proposal would be defeated, Post Properties could adjourn the Post Properties special meeting without a vote on the Post Properties merger proposal and seek to obtain sufficient votes in favor of approval of the Post Properties merger proposal to obtain approval of that proposal.
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If a quorum is present and the number of votes cast in favor of the Post Properties adjournment proposal exceeds the votes cast opposing such proposal, Post Properties may adjourn the Post Properties special meeting. If quorum is not present, the Post Properties special meeting may be adjourned by the affirmative vote of the holders of a majority of the shares of Post Properties common stock present in person or by proxy.
If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Post Properties common stock represented by such proxy card will be voted FOR this proposal. Abstentions from voting, failures to submit a proxy (if you do not attend the Post Properties special meeting in person) and any broker non-votes will not affect the outcome of the vote on this Post Properties adjournment proposal.
Recommendation of the Post Properties Board
The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger.
At this time, Post Properties does not intend to bring any other matters before the Post Properties special meeting, and Post Properties does not know of any matters to be brought before the Post Properties special meeting by others. If, however, any other matters properly come before the Post Properties special meeting, the persons named in the enclosed proxy, or their duly constituted substitutes, acting at the Post Properties special meeting or any adjournment or postponement thereof will be deemed authorized to vote the shares of Post Properties common stock represented thereby in accordance with the judgment of management on any such matter.
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The following is a description of the material aspects of the mergers. While MAA and Post Properties believe that the following description covers the material terms of the mergers, the description may not contain all of the information that is important to the MAA shareholders and the Post Properties shareholders. MAA and Post Properties encourage the MAA shareholders and the Post Properties shareholders to carefully read this entire joint proxy statement/prospectus, including the merger agreement and the other documents attached to this joint proxy statement/prospectus and incorporated herein by reference, for a more complete understanding of the mergers.
Each of the MAA Board and the Post Properties Board has unanimously approved the merger agreement, the mergers and the other transactions contemplated by the merger agreement. In the parent merger, Post Properties will merge with and into MAA, with MAA continuing as the Combined Corporation, and Post Properties shareholders will receive the merger consideration described below under The Merger AgreementMerger Consideration; Effects of the Merger and the Partnership Merger.
The Post Properties Board and members of senior management regularly review and assess Post Properties business, operations and financial performance, including potential opportunities to maximize shareholder value through business combinations and other strategic and financial transactions. As part of this assessment, Post Properties regularly engages in discussions with third parties regarding potential transactions, including discussions with other companies in the multifamily real estate industry. As a result of their background and experience as directors of Post Properties and in other capacities, the members of the Post Properties Board have substantial knowledge regarding the multifamily real estate industry and its participants and sources of capital. Over the past several years, Post Properties has engaged in discussions with multiple third parties, including private equity firms, entities affiliated with pension and sovereign wealth funds, and strategic buyers, including those that are multifamily operators, regarding potential business combinations and other strategic and financial transactions.
Most recently, during the first half of 2015, a private real estate investment company, referred to herein as Party A, made an unsolicited approach to Post Properties to discuss potentially pursuing a strategic transaction involving Party A and Post Properties. Mr. David P. Stockert, President and Chief Executive Officer of Post Properties, and the Chief Executive Officer of Party A had preliminary discussions regarding the multifamily industry generally, as well as their respective companies, and a potential transaction between Post Properties and Party A. The Post Properties Board also authorized the sharing of confidential information pursuant to a confidentiality agreement with Party A. Following these discussions, in May 2015, Party A submitted an initial verbal indication of interest of $66 in cash per share of Post Properties common stock. The Post Properties Board held a special meeting to discuss this initial verbal indication of interest. Following discussion, the Post Properties Board determined not to accept this proposal and directed Mr. Stockert to reject this proposal but to continue engaging in discussions with Party A.
During the summer of 2015, Party A continued to engage in preliminary discussions including legal and financial due diligence. Post Properties management and Party As management also engaged in negotiations regarding valuation and key transaction terms during the same period of time. At all times during these discussions, Party A stated that it would not participate in any form of pre-signing auction process of Post Properties, but that it would be willing for the definitive merger agreement to contain a provision, commonly known as a go-shop, that would allow Post Properties to engage in a post-signing effort to solicit higher bids from potential acquirors. Members of senior management of Post Properties emphasized in these negotiations
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that a buyer in any cash transaction not involving a pre-signing auction process would have to propose a price representing a full value for Post Properties assets and business, and a substantial premium to the current trading price of shares of Post Properties common stock. Following those negotiations, on July 3, 2015, Party A delivered a revised preliminary non-binding indication of interest for an all-cash transaction for $69 per share, which represented a 21.7% premium to the closing price of shares of Post Properties common stock on July 2, 2015. The Party A offer was not contingent on any financing.
On July 6, 2015, the Post Properties Board held a special meeting with members of senior management, representatives of Post Properties outside counsel, King & Spalding LLP, referred to herein as King & Spalding, and representatives of J.P. Morgan, which had advised Post Properties in the past on certain financial matters, to discuss the initial indication of interest. Following this discussion, the Post Properties Board authorized members of senior management of Post Properties, King & Spalding and J.P. Morgan to continue discussions with Party A. The Post Properties Board further authorized Post Properties to enter into an exclusivity agreement with Party A.
On July 6, 2015, Post Properties signed an exclusivity agreement with Party A. The exclusivity agreement contained a provision commonly known as a fiduciary out, which would allow Post Properties to consider unsolicited proposals. Following the signing of the exclusivity agreement, representatives of King & Spalding and the legal counsel to Party A began negotiating the terms of a draft merger agreement and Party A continued legal, financial and property-level due diligence.
In late July 2015, Party A informed Post Properties that it would not be able to confirm the proposed acquisition price of $69 per share and that any additional offer would be expected to be materially lower than that amount. On July 27, 2015, the Post Properties Board held a special meeting with members of senior management and representatives from King & Spalding. Following discussion, the Post Properties Board determined not to proceed with further discussions with Party A at that time.
Following the conclusion of discussions with Party A, the Post Properties Board and members of senior management continued to review and assess Post Properties business, operations and financial performance.
In late January 2016, H. Eric Bolton, Jr., Chairman and Chief Executive Officer of MAA, and Mr. Stockert met in person at the J.P. Morgan Real Estate CEO conference in Deer Valley, Utah and, among other things, briefly discussed the possibility of a strategic transaction involving their two companies.
In early March 2016, Mr. Bolton contacted Mr. Stockert to discuss whether Post Properties would be interested in exploring a potential strategic combination transaction with MAA. As part of this conversation, Messrs. Bolton and Stockert discussed the potential strategic merits of such a transaction as well as the multifamily REIT sector generally.
On March 9, 2016, Messrs. Bolton and Stockert met in person in Atlanta, Georgia. At that meeting, Mr. Bolton discussed the potential benefits of combining the two companies. Mr. Bolton shared an initial financial analysis with respect to valuation. Mr. Bolton suggested an exchange ratio of 0.684 of a share of MAA common stock per outstanding share of Post Properties common stock, which represented an 11% premium over the trading price of Post Properties common stock at the time. Mr. Bolton, however, did not make a formal offer to pursue a transaction. Mr. Stockert discussed the initial overture from MAA with Robert C. Goddard, III, Chairman of the Post Properties Board, and Donald C. Wood, a member of the Post Properties Board and Chairman of the Post Properties Strategic Planning and Investment Committee.
On March 14, 2016, Mr. Stockert and Mr. Bolton met again briefly at a dinner of apartment REIT chief executive officers held annually in connection with the Citigroup Global Property Conference in Hollywood, Florida.
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On March 22, 2016, the MAA Board held a regular quarterly meeting in Memphis, Tennessee with members of MAA senior management. During the meeting, Mr. Bolton informed the directors of his preliminary conversations with Mr. Stockert regarding a potential strategic transaction with Post Properties and discussed the initial financial analysis conducted by MAA senior management with respect to valuation.
During the week of March 21, 2016, following the industry meeting, Mr. Stockert called Mr. Bolton to communicate that for Post Properties to consider any transaction with MAA, Post Properties would need to be convinced that the transaction was strategically important to MAA and that the MAA Board was committed to the transaction. In addition, Mr. Stockert emphasized that the evaluation of any transaction would need to be accomplished expeditiously and without disruption to Post Properties business, and that any exchange ratio would take into account the relative net asset values of the two portfolios. Mr. Stockert further communicated that any decision by Post Properties to enter into serious discussions regarding a strategic transaction would be ultimately based on price and value, lack of disruption to the business, certainty to close, lack of conditionality and a thorough review from the Post Properties Board. Mr. Bolton responded that MAA would keep these factors in mind as MAA continued to evaluate a potential strategic transaction with Post Properties.
On May 17, 2016, the MAA Board held a regular quarterly meeting in Memphis, Tennessee with members of MAA senior management. At this meeting, Mr. Bolton summarized his communications with Mr. Stockert and reviewed the potential strategic merits of a combination with Post Properties. The MAA Board discussed, among other things, the potential fit of the portfolios, the two companies complementary business strategies, potential operating and cost synergies, increased diversification of the portfolio and other potential benefits and challenges.
On June 29, 2016, Mr. Stockert and Mr. Bolton met again in Atlanta, Georgia. Mr. Bolton indicated he had discussed a potential strategic transaction with Post Properties with the MAA Board and that the MAA Board saw the strategic merit of the combination. Mr. Bolton outlined the potential benefits of the combination, including the fact that the combined company would be the leading apartment REIT in the Sunbelt region, may benefit from an improved market and product mix and could be better positioned to achieve improved returns throughout future economic and real estate cycles. Mr. Bolton also provided financial analysis that MAA had prepared regarding the potential combination and again proposed an exchange ratio of 0.684 of a share of MAA common stock per outstanding share of Post Properties common stock, which represented a 20% premium over the then-current trading price of Post Properties common stock.
Mr. Stockert again called Mr. Goddard and Mr. Wood to discuss the conversation between Mr. Stockert and Mr. Bolton, including the proposed exchange ratio. As part of the evaluation of the proposal, Messrs. Stockert, Goddard and Wood agreed that Mr. Stockert should continue engaging with Mr. Bolton. Messrs. Goddard and Wood directed Mr. Stockert to negotiate with Mr. Bolton for a higher exchange ratio. Messrs. Goddard and Wood told Mr. Stockert that they were interested in continuing discussions with Mr. Bolton to better understand the MAA Boards depth of commitment to the potential strategic transaction with Post Properties and the value and benefits to Post Properties and its shareholders of such a transaction.
On July 6, 2016, Mr. Stockert called Mr. Bolton to convey that for any transaction to progress, MAA would have to offer a higher exchange ratio and would have to convince the Post Properties Board of the MAA Boards commitment to the transaction. In addition, MAA would need to demonstrate that it was prepared to move through an expeditious and non-disruptive due diligence process and negotiation of a merger agreement.
On July 7, 2016, Mr. Bolton called Mr. Stockert and indicated that for MAA to offer a higher exchange ratio, MAA would need additional information about overhead, property operating cost, and development and redevelopment/renovation activity.
On July 8, 2016, Mr. Stockert called Mr. Bolton to discuss the potential strategic transaction. Mr. Stockert said that for Post Properties to be willing to share non-public information and to continue discussions, MAA would need to offer an exchange ratio above 0.70 of a share of MAA common stock per outstanding share of
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Post Properties common stock and would have to demonstrate both the commitment of the MAA Board to the strategic transaction and that MAA was prepared to move quickly to conclude due diligence and finalize the terms of a merger agreement. Mr. Bolton told Mr. Stockert that additional information from Post Properties would be helpful to evaluate whether an increased exchange ratio was possible. Mr. Stockert responded that he did not believe sharing confidential information was necessary at this stage and that Post Properties publicly available information was sufficient for MAA to evaluate an increase. Mr. Stockert also reiterated that execution and certainty to close would be important factors in the decision of the Post Properties Board as to whether to pursue a potential combination. Mr. Bolton told Mr. Stockert that the MAA Board would be meeting on July 13, 2016 and that he would provide Mr. Stockert with additional information following that meeting.
On July 13, 2016, the MAA Board held a special meeting with members of MAA senior management and representatives of Citi, MAAs financial advisor, and Goodwin Procter LLP, referred to herein as Goodwin, MAAs primary counsel. Mr. Bolton first provided background information on the potential strategic combination transaction with Post Properties. Representatives from Citi next presented a preliminary financial analysis relating to the potential strategic transaction, highlighting the proposed structure of the deal and a potential range of exchange ratios for the transaction that included a discussion of the implied premium to Post Properties based on MAAs current stock price, the current trading premium and a comparison to current net asset value of both companies, as well as the potential total synergies achievable from the transaction. Representatives from Citi also reviewed the pro forma impact for the proposed transaction and discussed various pro forma financial and leverage metrics relating to the combined company and provided the MAA Board with customary relationship disclosure regarding MAA and Post Properties. The MAA Board also discussed, among other things, the potential implications of a 100% stock transaction versus a combination stock and cash transaction, the assumptions underlying Citis preliminary financial analysis, and the strategic rationale of a potential transaction including the investment concentration impact for individual markets, new Post Properties markets that would be added to the MAA portfolio, and the increased levels of development from the Post Properties development portfolio and related risks. The MAA Board then discussed the Post Properties Series A preferred stock, branding opportunities, the expected impact of the transaction to MAAs credit rating, the recent departure of Post Properties chief financial officer, potential culture issues, and other strategic benefits and risks of the proposed transaction. The MAA Board also discussed with Goodwin the appropriate number of potential board seats for Post Properties in a combined company and next steps in exploring a strategic combination transaction with Post Properties. The MAA Board then authorized Mr. Bolton to pursue a non-binding letter of intent with Post Properties.
On July 13, 2016, following the MAA Board meeting, Mr. Bolton called Mr. Stockert and communicated that the MAA Board was supportive of a potential strategic transaction with Post Properties. Mr. Bolton told Mr. Stockert that the MAA Board authorized him to offer an exchange ratio of 0.70 of a share of MAA common stock per outstanding share of Post Properties common stock. Mr. Bolton emphasized that MAA believed at such time that the potential combination would create approximately $19.5 million in synergies. Mr. Bolton told Mr. Stockert that MAA could deliver a draft term sheet to Post Properties within a day and could be in a position to deliver a draft merger agreement within a week. Mr. Bolton also communicated that MAA could complete due diligence and negotiate a transaction within three weeks. In addition, Mr. Bolton communicated his assumption that, following the merger, Post Properties would obtain two of twelve seats on the MAA Board. Mr. Stockert responded that he would consider this proposal and discuss with the Post Properties Board at a meeting scheduled for July 22, 2016.
On July 21, 2016, in light of the fact that Post Properties and J.P. Morgan had not entered into a formal engagement letter, Post Properties and J.P. Morgan signed a letter agreement that provided customary indemnification to J.P. Morgan for the advice it would provide to the Post Properties Board at the upcoming Post Properties Board meeting on July 22, 2016. J.P. Morgan also provided the Post Properties Board with customary relationship disclosure regarding MAA.
On July 22, 2016, the Post Properties Board held a special meeting with representatives of King & Spalding and J.P. Morgan in attendance. Mr. Stockert outlined MAAs proposal, including the proposed exchange ratio,
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and discussed other conversations he had previously engaged in with other potential suitors. In particular, Mr. Stockert discussed a publicly traded apartment REIT, referred to herein as Party B. Mr. Stockert reminded the Post Properties Board that Post Properties had engaged in discussions with Party B in the past both during Post Properties publicly-announced auction process several years prior and again after the conclusion of the auction process. Mr. Stockert also reminded the Post Properties Board that these discussions included preliminary discussions with respect to value, but that Party B had never shown an interest in a strategic transaction that adequately valued Post Properties assets and business. In particular, Mr. Stockert noted that Post Properties had countered an initial proposal regarding a stock-for-stock merger with Party B a number of years ago, encouraging Party B to evaluate an exchange ratio based on relative net asset values, but that Party B had ceased communication and had not engaged with Post Properties again regarding a strategic transaction since that time. Mr. Stockert also discussed conversations he had held in the past two years with three private equity firms, none of which had indicated an interest in a transaction at levels approaching Post Properties internal estimates of net asset values and that there had been no further indication of any interest in a strategic transaction with Post Properties by Party A since July 2015. Representatives of King & Spalding then provided an overview of the Post Properties Boards fiduciary duties. Representatives of J.P. Morgan discussed Post Properties and MAAs portfolio metrics and geography and discussed the relative share price performance of Post Properties, MAA, Party B and the multifamily REIT sector generally. Representatives of J.P. Morgan discussed with the Post Properties Board a preliminary financial analysis of a proposed business combination with MAA based on Post Properties then-current trading price and MAAs proposal. In addition, representatives of J.P. Morgan discussed, based on public information, the financial impact of a proposed combination of MAA and Post Properties at various offer prices for Post Properties. Representatives of J.P. Morgan also discussed with the Post Properties Board an overview of certain strategic alternatives available to Post Properties, including but not limited to a transaction with MAA. As part of this discussion, J.P. Morgan reviewed with the Post Properties Board the universe of potential strategic and financial buyers, their strategic fit with Post Properties and their likely interest (or lack thereof) in a transaction at the value proposed by MAA.
During the July 22, 2016 Post Properties Board meeting, the Post Properties Board evaluated and considered, with the assistance of their legal and financial advisors, the financial and other terms of MAAs proposal, MAAs ability and interest in a potential strategic transaction, the strategic fit associated with a combination of Post Properties and MAA (including the combined company becoming the leading apartment company in the Sunbelt region), the discussions with MAA to date, the proposed due diligence process, the universe of potential strategic and financial buyers, their potential strategic fit with Post Properties and their likely interest (or lack thereof) in a transaction at the value proposed by MAA, the potential limited universe of acquirors in the context of a cash sale and the realistic constraints on a cash acquiror by internal rates of return and limits on leverage imposed by the financing markets, historic discussions with other potential bidders, and whether the exchange ratio in MAAs acquisition proposal was at a sufficient level to warrant further conversation regarding a potential strategic transaction. The Post Properties Board also discussed certain strategic alternatives, including (i) continuing to pursue Post Properties existing business strategy as an independent, stand-alone company and not engaging in any strategic transaction with any third party, (ii) exploring possible cash sale transactions and (iii) exploring other strategic combinations with public companies. The Post Properties Board instructed Mr. Stockert to ask MAA to evaluate a higher exchange ratio of 0.715 of a share of MAA common stock per outstanding share of Post Properties common stock. The Post Properties Board asked Mr. Stockert and Mr. Goddard to convene another meeting after receiving feedback from MAA. The Post Properties Board agreed it would be willing to enter into a confidentiality agreement with MAA to provide them with additional information to allow MAA to evaluate increasing the proposed exchange ratio. The Post Properties Board directed King & Spalding to draft a confidentiality agreement with MAA. The Post Properties Board also directed King & Spalding to discuss the scope of potential due diligence with MAA.
Later on July 22, 2016, following the Post Properties Board meeting, Mr. Stockert communicated the Post Properties Boards proposal regarding a higher exchange ratio to Mr. Bolton and communicated that Post Properties would be willing to enter into a confidentiality agreement and share non-public information. Later that same day, Mr. Bolton responded that MAA would be willing to proceed with a potential strategic transaction
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based on an exchange ratio of 0.71 of a share of MAA common stock per outstanding share of Post Properties common stock. Mr. Stockert responded that he would discuss this proposal with the Post Properties Board.
Also on July 22, 2016, representatives of King & Spalding provided a draft confidentiality agreement to Goodwin and MAA also provided members of senior management of Post Properties with a document request list for legal due diligence.
On July 23, 2016, representatives of Goodwin and representatives of King & Spalding discussed the scope of potential due diligence. Representatives of King & Spalding noted that they would expect any diligence efforts to be reciprocal given that Post Properties shareholders would own immediately following the transaction at least 30% of the surviving company.
On July 24 and 25, 2016, representatives of Goodwin and representatives of King & Spalding negotiated the terms of the confidentiality agreement, the draft of which provided by King & Spalding included a standstill provision that would prohibit MAA from engaging in certain transactions during an 18-month period. Among other items, Goodwin requested that the 18-month standstill fall away if Post Properties entered into a definitive agreement to sell the company to another party. After King & Spalding discussed the standstill provision with Mr. Goddard and Mr. Stockert, Post Properties agreed to this change. On July 25, 2016, Post Properties and MAA signed the confidentiality agreement.
On July 26, 2016, the Post Properties Board held a special meeting to evaluate the July 22, 2016 proposal from MAA that included an exchange ratio of 0.71 of a share of MAA common stock per outstanding share of Post Properties common stock. Representatives of King & Spalding and J.P. Morgan also attended. Mr. Stockert provided the Post Properties Board with an overview of MAAs proposal. Representatives of J.P. Morgan discussed with the Post Properties Board its preliminary financial analysis of MAAs proposal and how the most recent proposal compared to MAAs prior proposals and to precedent stock-for-stock mergers. Representatives of King & Spalding gave a presentation regarding the Post Properties Boards fiduciary duties. After these presentations, the Post Properties Board discussed the terms and implications of the proposal received from MAA. The Post Properties Board agreed that Post Properties should continue to move forward with discussions regarding the proposed strategic transaction and instructed Mr. Stockert to ask Mr. Bolton for a term sheet that included additional deal terms so that the Post Properties Board could more fully evaluate the proposal. The Post Properties Board directed representatives of King & Spalding to evaluate any term sheet sent by representatives of MAA, to discuss the key provisions with Mr. Stockert and J.P. Morgan and to negotiate the terms with representatives of MAA. Pursuant to the Post Properties Boards direction, Mr. Stockert asked Mr. Bolton for a term sheet following the Post Properties Board Meeting.
Later on July 26, 2016, representatives of Goodwin provided a detailed term sheet to Post Properties that outlined material terms of the proposed strategic transaction. Among other items, the term sheet contemplated a 30-day exclusivity period as a condition to MAAs continued negotiations, coupled with a seven-day automatic extension unless affirmatively terminated by Post Properties or MAA. Pursuant to the Post Properties Boards direction, King & Spalding discussed the key provisions of the term sheet with Mr. Stockert and representatives of J.P. Morgan that same day. Among the provisions discussed were the exclusivity period, the no-shop covenant, termination rights and fees and other deal protection terms. After those discussions, Mr. Stockert instructed King & Spalding to engage with Goodwin to better understand whether MAA would be willing to include a go-shop provision in the definitive merger agreement. Mr. Stockert directed King & Spalding to reach out to Goodwin to discuss including in the draft term sheet a provision that the definitive merger agreement would contain a go-shop provision and determined to discuss the proposed exclusivity terms with the Post Properties Board.
On July 27, 2016, representatives of King & Spalding contacted representatives of Goodwin to discuss key provisions of the term sheet. In particular, representatives of King & Spalding noted that the Post Properties Board would have to approve entering into any exclusivity arrangement. Representatives of King & Spalding
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further noted that if Post Properties were to consider exclusivity, it would be important to include a go-shop provision, a lower termination fee or an alternative deal protection structure that would allow for the submission of competing proposals by any interested parties following the signing of a definitive merger agreement with MAA. Representatives of Goodwin said that they would discuss these requests with MAA and did so on July 27, 2016.
On July 28, 2016, representatives of Citi contacted representatives of J.P. Morgan to communicate that MAA would be willing to discuss a potential two-tier termination fee structure, which would involve a lower termination fee being payable during an initial window and a higher termination fee being payable during the remainder of the period between signing and closing.
Later on July 28, 2016, representatives of Goodwin communicated to representatives of King & Spalding that MAA was unwilling to entertain any discussions regarding a go-shop as part of the deal structure, but that MAA would consider a two-tier termination fee structure. Representatives of Goodwin underscored that MAA expected that any lower termination fee would be payable during an initial window to provide any other interested parties an opportunity to make competing bids based on the lower termination fee but that once that window was over, it would not be extended for any reason. Representatives of Goodwin also suggested that the termination fee payable following the initial window would be an amount equal to approximately 4% of equity value. Representatives of Goodwin also indicated that MAA would be willing to discuss a single-tier termination fee at a level lower than 4% of equity value but higher than the lower fee envisioned by a two-tier termination fee structure. Representatives of Goodwin also underscored that MAA was willing to pursue a transaction quickly as an incentive for Post Properties to provide MAA with exclusivity. Representatives of Goodwin further communicated that they would be sending Post Properties a draft merger agreement later in the day.
Also on July 28, 2016, Mr. Bolton spoke with Mr. Stockert and emphasized that MAA was in a position to move quickly to complete due diligence and negotiate a merger agreement, but only if Post Properties was prepared to move forward and negotiate on an exclusive basis with MAA.
Also on July 28, 2016, Post Properties opened a virtual data room with due diligence information for MAA. Representatives of Goodwin sent an initial draft merger agreement to Post Properties and representatives of King & Spalding later that evening.
On July 29, 2016, MAA opened a virtual data room with due diligence information for Post Properties. That same day, the Post Properties Board held a special meeting with representatives of King & Spalding and J.P. Morgan in attendance. J.P. Morgan provided the Post Properties Board with an update on the multifamily sector and MAAs and Post Properties relative share price performance following earnings announcements by MAA and other multifamily REITs. Representatives of King & Spalding provided a summary of the terms proposed by MAA in the term sheet and draft merger agreement provided by MAA. Representatives of King & Spalding highlighted, among other items, that MAA (i) was insistent on exclusivity, (ii) included in its draft merger agreement a provision, commonly known as a no-shop provision, that would restrict the ability of Post Properties (but not MAA) to solicit other acquisition proposals after the signing of a definitive agreement, subject to certain exceptions for the Post Properties Board to consider unsolicited superior proposals, (iii) asked in the draft merger agreement for a termination fee payable by Post Properties to MAA if Post Properties materially breached its obligations under the no-shop covenant, if the Post Properties Board changed its recommendation or if Post Properties terminated the agreement to enter into a superior proposal and (iv) asked in the draft merger agreement for expense reimbursement if the Post Properties shareholders disapprove the merger transaction with MAA (even in a scenario where the failure of Post Properties shareholders to approve the merger transaction with MAA is not followed by Post Properties acceptance of an alternative transaction, which circumstance is commonly known as a naked no vote), if the Post Properties Board changed its recommendation or if Post Properties terminated the agreement to enter into a superior proposal. Representatives of King & Spalding also noted that, despite what was included in the draft merger agreement, MAA was willing to discuss a two-tier termination fee structure. Representatives of King & Spalding also told the Post Properties Board that Goodwin reiterated that MAA was unwilling to move forward with a go-shop provision included in the merger agreement.
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At the July 29, 2016 meeting, representatives of J.P. Morgan discussed with the Post Properties Board the financial aspects of the current proposal provided by MAA, and they further discussed strategic alternatives available to Post Properties including but not limited to the potential strategic transaction with MAA and a potential strategic transaction with Party B. The Post Properties Board discussed certain strategic alternatives, including (i) continuing to pursue Post Properties existing business strategy as an independent, stand-alone company and not engaging in any strategic transaction with any third party, (ii) exploring possible cash sale transactions and (iii) exploring other strategic combinations with public companies. The Post Properties Board also discussed the advantages and disadvantages of a strategic transaction with MAA as opposed to Party B, including the potential benefits of becoming the leading Sunbelt apartment REIT and the potential benefits of increased diversification across submarkets and rental price points and less exposure to more volatile markets, such as Houston and Washington, D.C. The Post Properties Board concluded that, taking into account all considerations, MAA was the best long-term strategic deal available for Post Properties.
At the July 29, 2016 meeting, representatives of J.P. Morgan reviewed with the Post Properties Board the constraints on potential financial and other cash buyers ability to achieve on a cash basis the per share value implied by the 0.71 exchange ratio of a share of MAA common stock per outstanding share of Post Properties common stock offered by MAA.
At the July 29, 2016 meeting, King & Spalding further reviewed the Post Properties Boards fiduciary duties in the context of evaluating a potential strategic transaction with MAA.
At the July 29, 2016 meeting, representatives of J.P. Morgan and King & Spalding discussed with the Post Properties Board precedent pre-announcement market checks and go-shops in strategic transactions, as well as precedent termination fee levels and terms for go-shop provisions, including the publicly available data which highlighted the relatively low incidence of go-shops in strategic stock-for-stock mergers. Representatives of King & Spalding discussed with the Post Properties Board other details regarding deal protection and the related drafting of the no-shop covenant. Representatives of King & Spalding also discussed with the Post Properties Board how a two-tier termination fee structure would work, including the termination events that would trigger the payment of a termination fee and/or expense reimbursement. The Post Properties Board noted that, given the high profile of an announced transaction between Post Properties and MAA and the fact that the terms of the merger agreement would be publicly available, any potential bidder would have the knowledge and time to be able to make, and reach agreement with Post Properties regarding, an unsolicited superior proposal during the period of time in which a lower termination fee would be payable. The Post Properties Board discussed certain precedent transactions that contained two-tier termination fee structures and the amount of such termination fees. Following this discussion, the Post Properties Board directed members of senior management, J.P. Morgan and King & Spalding regarding parameters for negotiating deal protection generally, the inclusion of a two-tier termination fee structure and the relative amount of the termination fees in such structure and which termination events should trigger the payment of a termination fee and/or expense reimbursement.
At the July 29, 2016 meeting, Mr. Stockert reiterated that he understood that MAA had a strong desire for exclusivity and that MAA wanted to quickly negotiate a transaction and commence further due diligence. The Post Properties Board discussed MAAs proposed terms in detail and approved entering into a short-term exclusivity agreement and proceeding with negotiations over the near term, subject to MAAs agreement to a two-tier termination fee with market terms generally consistent in amount and tenor to termination fees in transactions with go-shop provisions. The Post Properties Board directed Mr. Stockert, King & Spalding and J.P. Morgan to continue working with MAA while the key terms were being negotiated and to pursue the negotiations of the exclusivity agreement and deal protection terms within the parameters the Post Properties Board had set. The Post Properties Board agreed that it would reconvene to discuss further if representatives of King & Spalding and representatives of Goodwin could not agree to market terms with respect to the two-tier termination fee structure.
Following the direction from the Post Properties Board to continue working with MAA, representatives of King & Spalding revised the merger agreement. King & Spalding also contacted Goodwin on July 29, 2016 to
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communicate that Post Properties willingness to enter into an exclusivity agreement and proceed quickly to negotiate a transaction would be conditioned on MAA agreeing to the key terms of a two-tier termination fee structure.
On July 29, 2016, representatives of King & Spalding sent representatives of Goodwin a revised draft of the exclusivity agreement and a proposal for a two-tier termination fee. The exclusivity agreement reduced the original 30-day proposal to a period through August 15, 2016. The key terms of the two-tier termination fee proposal made by Post Properties were as follows (i) a termination fee of 1.25% of equity value payable by Post Properties to MAA if (A) Post Properties terminated the merger agreement to enter into a superior proposal made by a potential acquiror that submitted an acquisition proposal during the first 35 days after signing and Post Properties entered into a binding agreement in respect of such acquisition proposal within 60 days of signing or (B) MAA terminated the merger agreement in response to the Post Properties Board changing its recommendation in response to an acquisition proposal submitted by a potential acquiror during the first 35 days after signing and Post Properties entered into a binding agreement in respect of such acquisition proposal within 60 days of signing, (ii) a termination fee of 2.5% of equity value thereafter and (iii) no expense reimbursement under any circumstances. Representatives of Goodwin requested that representatives of King & Spalding also provide a markup of the no-shop section of the merger agreement so that MAA could evaluate that markup along with the exclusivity letter.
Later on July 29, 2016, at the direction of the Post Properties Board, Mr. Stockert communicated to Mr. Bolton that Post Properties would move forward on an exclusive basis with MAA if MAA were willing to agree to a reasonable two-tier termination fee structure. Mr. Bolton communicated that MAA was in a position to complete negotiations and due diligence by August 15, 2016.
On July 30, 2016, pursuant to Goodwins request, representatives of King & Spalding sent a markup of the no-shop provisions of the merger agreement to Goodwin. Among other items, the King & Spalding markup made the no-shop binding on MAA in addition to Post Properties. Representatives of King & Spalding and Goodwin continued to negotiate the language of the exclusivity letter that same day.
On July 31, 2016, representatives of Goodwin sent a counterproposal on the two-tier termination fee and a revised markup of the no-shop provision to representatives of King & Spalding. The counterproposal contained the following terms (i) a termination fee of 1.625% of equity value payable by Post Properties to MAA if (A) Post Properties terminated the merger agreement to enter into a superior proposal made by a potential acquiror that submitted an acquisition proposal during the first 21 days after signing or (B) MAA terminated the merger agreement in response to the Post Properties Board changing its recommendation in response to an acquisition proposal submitted by a potential acquiror during the first 21 days after signing, (ii) a termination fee of 3.8% of equity value thereafter, (iii) expense reimbursement up to a cap of $10 million payable by either party to the other party whenever a termination fee would be payable and (iv) the no-shop provision would be binding on Post Properties but not MAA.
On August 1, 2016, pursuant to the Post Properties Boards direction, representatives of King & Spalding distributed a markup of the merger agreement and an issues list to Post Properties and J.P. Morgan. Representatives of King & Spalding discussed the revised two-tier termination fee proposal with members of senior management of Post Properties and representatives of J.P. Morgan that afternoon, including a discussion on the market data for the size of termination fees and when such termination fees would be payable, the advantages and disadvantages of certain counterproposals that Post Properties could make to MAA and next steps with respect to timing.
Later on August 1, 2016, based on feedback from members of senior management of Post Properties and representatives of J.P. Morgan and within the parameters previously outlined by the Post Properties Board, representatives of King & Spalding contacted representatives of Goodwin that evening to relay the following proposal (i) a termination fee of 1.5% of equity value payable if (A) Post Properties terminated the merger
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agreement to enter into a superior proposal made by a potential acquiror that submitted an acquisition proposal during the first 35 days after signing or (B) MAA terminated the merger agreement in response to the Post Properties Board changing its recommendation in response to an acquisition proposal submitted by a potential acquiror during the first 35 days after signing, which date, in each case, would be subject to extension periods to account for any matching rights exercised by MAA, (ii) a termination fee of 3.0% of equity value thereafter, (iii) expense reimbursement up to a cap of $10 million, which would be payable by either party in any situation where the termination fee would also be payable, (iv) the no-shop provision would be binding on MAA in addition to Post Properties, (v) no termination fee or expense reimbursement would be payable in respect of a naked no vote, (vi) the fiduciary out from the exclusivity provision would be removed given the short duration of the initial exclusivity period (i.e., through August 15, 2016) and (vii) a monetary limit on the transactions in which MAA could engage during the period between signing and closing.
Also on August 1, 2016, Post Properties signed the J.P. Morgan engagement letter with respect to the proposed transaction.
Also on August 1, 2016, representatives of Goodwin called representatives of King & Spalding to discuss the two-tiered termination fee proposal sent by King & Spalding earlier that day. At the outset of the call, representatives of Goodwin told representatives of King & Spalding that they were not calling to negotiate the proposal on MAAs behalf; however, they were authorized to offer a counterproposal. Goodwin communicated that both of King & Spaldings proposals regarding the amount of the two-tiered termination fee (1.5% of equity value during the initial period and 3.0% of equity value thereafter, plus expense reimbursement up to a cap of $10 million in each case) were acceptable to MAA. Representatives of Goodwin also indicated that MAA would be willing to accept two alternatives with respect to the initial period for determining when the termination fee of 1.5% of equity value would be payable (i) 28 days from signing, which period would not be extended to account for any matching rights exercised by MAA, or (ii) 21 days from signing, which period would be extended to account for any matching rights exercised by MAA. Representatives of Goodwin told representatives of King & Spalding that MAA would agree that the no-shop provision would be binding on both Post Properties and MAA. In addition, representatives of Goodwin proposed that MAA would be prohibited from engaging in transactions in excess of $1 billion in the aggregate during the period between signing and closing. Representatives of Goodwin also asked for a reciprocal expense reimbursement up to a cap of $10 million in the event of a naked no vote from either Post Properties shareholders or MAAs shareholders. Following this conversation with representatives of Goodwin, representatives of King & Spalding discussed the revised proposal with members of senior management of Post Properties and representatives of J.P. Morgan. Members of senior management of Post Properties told representatives of King & Spalding that the proposal from Goodwin was generally acceptable, subject to ultimate approval of the deal protection terms and the merger agreement by the Post Properties Board; however, neither alternative was acceptable with respect to the initial period for determining when the termination fee of 1.5% of equity value would be payable.
On August 2, 2016, representatives of King & Spalding sent MAA a summary of Post Properties response to MAAs proposal. Post Properties requested that the initial period for determining when the termination fee of 1.5% of equity value would be payable would be 30 days, which period would be extended to account for any matching rights exercised by MAA. Later in the evening of August 2, 2016, representatives of Goodwin confirmed that the terms as proposed by representatives of King & Spalding were acceptable to MAA. Based on that communication, Post Properties and MAA signed an exclusivity agreement that would expire on August 15, 2016 but that would automatically renew every seven days unless Post Properties or MAA gave notice to the other party that it was terminating the agreement. That same day, at the Post Properties Boards direction, representatives of King & Spalding sent a revised draft of the merger agreement to representatives of Goodwin. Among other items, this revised draft provided that following the merger, Post Properties would obtain three of thirteen seats on the MAA Board, which increased board representation was later agreed to by MAA.
On August 4, 2016, representatives of Goodwin provided representatives of King & Spalding with an open issues list that set forth certain open issues with respect to the merger agreement. This list included comments
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regarding King & Spaldings revisions to (i) the representations and warranties of both Post Properties and MAA, (ii) the covenant related to the conduct of business of Post Properties and MAA between signing and closing, (iii) the no-shop and employee matters covenants and (iv) the termination provisions of the merger agreement. Later that day, representatives of King & Spalding discussed the open issues list with members of senior management of Post Properties. At Post Properties direction, representatives of King & Spalding called representatives of Goodwin to discuss the items contained on the list.
On August 5, 2016, representatives of Goodwin sent Post Properties and representatives of King & Spalding a revised draft of the merger agreement.
On August 6, 2016, representatives of King & Spalding sent a revised draft of the merger agreement to MAA and representatives of Goodwin. The revised draft included, among other things, revisions to the no-shop covenant related to the standard for the Post Properties Boards fiduciary determination, a removal of the termination fee (but a retention of the expense reimbursement) that would be payable as a result of a material breach of the no-shop covenant and revisions to certain closing mechanics and closing conditions.
Throughout the week of August 7, 2016, MAA and Post Properties continued to engage in mutual due diligence. Diligence efforts were largely completed by August 12, 2016 with confirmatory diligence finalized over that weekend.
On August 7, 2016, representatives of Goodwin sent Post Properties and representatives of King & Spalding a list of open issues on the merger agreement. Representatives of King & Spalding discussed with representatives of Goodwin, among other items, the mechanics for an extension of closing at MAAs election. Representatives of Goodwin and representatives of King & Spalding also discussed details of the no-shop covenant, the termination right and remedies in respect of a breach of the no-shop covenant and the contours of when the first-tier termination fee would be payable.
On August 8, 2016, Mr. Bolton and Mr. Stockert met in person in Atlanta, Georgia to discuss further synergies between the two companies and details of the employee covenants in the merger agreement to provide each Post Properties employee who remains employed after the closing with certain compensation, benefits and severance payments for specified periods of time following the mergers. They also met with David Ward, Post Properties Executive Vice President and Chief Investment Officer, and conducted property visits. That evening, Mr. Bolton had dinner with Mr. Goddard and Mr. Stockert to discuss the transaction.
Also on August 8, 2016, representatives of King & Spalding and representatives of Goodwin discussed further the details of when the lower termination fee would be payable and the details of the no-shop covenant and the termination right and remedies in respect of a breach of the no-shop covenant. Later that day, representatives of Goodwin sent Post Properties and representatives of King & Spalding a revised draft of the merger agreement.
On August 9, 2016, representatives of King & Spalding discussed the revised draft of the merger agreement with representatives of Goodwin to clarify certain provisions and further discussed certain details of the no-shop covenant and the termination right and remedies in respect of a breach of the no-shop covenant. Later that day, representatives of King & Spalding sent a revised draft of the merger agreement to representatives of Goodwin. Representatives of Goodwin also circulated drafts of its Section 368 tax opinion and the representation letters from MAA supporting Goodwins and King & Spaldings Section 368 tax opinions.
On August 10, 2016, representatives of King & Spalding circulated a draft of the representation letter from Post Properties supporting the Goodwin and King & Spalding Section 368 tax opinions. Bass, Berry & Sims PLC, referred to herein as Bass Berry, counsel to MAA, circulated drafts of its REIT opinion relating to MAA and the supporting representation letter from MAA.
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Later on August 10, 2016, representatives of King & Spalding called representatives of Goodwin to discuss the merger agreement. Later that day, representatives of Goodwin sent a revised draft of the merger agreement to representatives of King & Spalding.
Later on August 10, 2016, the MAA Board was provided current drafts of the merger agreement and other transaction documents as well as a summary of the terms of the merger agreement prepared by Goodwin.
Also on August 10, 2016, J.P. Morgan provided the Post Properties Board with an updated customary relationship disclosure regarding MAA.
On August 11, 2016, representatives of King & Spalding circulated drafts of its Section 368 tax opinion and its REIT opinion relating to Post Properties, together with representation letters from Post Properties and MAA supporting the REIT opinion. Representatives of King & Spalding, Goodwin, and Bass Berry discussed and resolved open points on these documents on August 11, 2016 and August 12, 2016. Final forms of the Section 368 tax opinions and supporting representation letters from MAA and Post Properties were circulated on August 11, 2016 and final forms of the REIT opinions and supporting representation letters from MAA and Post Properties were circulated on August 12, 2016.
On August 11, 2016, Post Properties Board held a special meeting. Representatives of J.P. Morgan and King & Spalding were also in attendance. Mr. Stockert provided an overview of the discussions that had occurred since the Post Properties Boards last meeting and the status of negotiations with MAA. Mr. Stockert also provided an overview of the financial, legal, accounting, tax, human resources, litigation, environmental and breakage cost due diligence that Post Properties had conducted on MAA. Finally, Mr. Stockert discussed his meeting with Mr. Bolton and Mr. Goddard on August 8, 2016.
At the August 11, 2016 meeting, representatives of J.P. Morgan and King & Spalding discussed with the Post Properties Board an update on the negotiation process, including an overview of the status of the mutual due diligence process, how the merger agreement negotiations were progressing, the status of the preparation of potential shareholder communications regarding the potential announcement of a transaction and the timetable for steps between signing and closing a transaction. The Post Properties Board also reviewed and discussed with J.P. Morgan the strategic rationale for the combination of the companies. The Post Properties Board then discussed certain benefits of the transaction, including (i) an increased scale and diversification across Sunbelt markets, (ii) a diversification of the Post Properties portfolio away from markets with high exposure to new supply, (iii) Post Properties development expertise, (iv) an increased earnings power with synergy and efficiency potential, (v) an enhanced investment-grade pro forma balance sheet and (vi) an increased float for an overlapping shareholder base.
At the August 11, 2016 meeting, representatives of J.P. Morgan discussed an update of its preliminary financial analysis of the proposed transaction, noting that this preliminary analysis was based on financial forecasts that were prepared by management of Post Properties, with respect to Post Properties, and by management of MAA and provided to management of Post Properties, with respect to MAA (which were adjusted by management of Post Properties and provided to J.P. Morgan for use in preparing its financial analysis) and that prior preliminary financial analysis had been derived from analyst estimates. Additionally, J.P. Morgans analysis addressed the impact of projected synergies prepared by management of MAA and provided to it by management of Post Properties.
At the August 11, 2016 meeting, the Post Properties Board discussed J.P. Morgans preliminary financial analysis in detail and asked questions of representatives of J.P. Morgan. The Post Properties Board discussed the price implied by the exchange ratio, including by discussing the highly attractive value that it provided to the holders of shares of Post Properties common stock as compared to other potential strategic alternatives. The Post Properties Board discussed the relative trading of the two companies since the Post Properties Boards initial meeting to discuss MAAs proposal. The Post Properties Board also asked questions regarding the combined companys position in the marketplace and transaction synergies, and deliberated and discussed with members of senior management of Post Properties and representatives of J.P. Morgan a combination with MAA as opposed to a combination with Party B.
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At the August 11, 2016 meeting, representatives of King & Spalding provided a detailed summary of the proposed merger agreement, referring to a summary distributed to the Post Properties Board in advance of the meeting. As part of the discussion, representatives of King & Spalding walked the Post Properties Board through the details of the two-tier termination fee structure, the events that would trigger the payment of a termination fee and/or expense reimbursement, the details of the no-shop covenant and related deal protection provisions in the merger agreement. The Post Properties Board asked questions of representatives of King & Spalding and discussed deal protection generally.
At the August 11, 2016 meeting, the members of the Post Properties Board discussed the financial analysis from J.P. Morgan and the legal summary from King & Spalding at length and concluded that they remained comfortable with proceeding with final negotiations and due diligence. The Post Properties Board noted, however, that the relative trading price of the two stocks through August 12, 2016 would be a factor that it would consider at its next meeting on August 14, 2016. The Post Properties Board directed representatives of J.P. Morgan to update J.P. Morgans financial analysis for the August 14, 2016 Post Properties Board meeting based on trading information through the end of the week. Representatives of J.P. Morgan agreed to do so. Additionally, representatives of King & Spalding explained that the final version of the merger agreement, together with all exhibits and disclosure letters would be made available for the Post Properties Board in advance of the August 14, 2016 Post Properties Board meeting, together with an updated summary presentation.
Later on August 11, 2016, following the Post Properties Board Meeting, Mr. Stockert reached out to Mr. Bolton to let him know that the Post Properties Board was still comfortable proceeding with the strategic transaction.
On August 12, 2016, Goodwin sent comments to the Post Properties disclosure letter. In addition, on August 12, 2016, representatives of King & Spalding discussed with representatives of Goodwin open issues with respect to the Post Properties disclosure letter and the MAA disclosure letter.
Later on August 12, 2016, the MAA Board held a special meeting with members of MAAs senior management and representatives from Citi and Goodwin. At the meeting, the MAA Board approved the Citi engagement letter and, after execution of the Citi engagement letter, representatives from Citi summarized the valuation methodologies used in its valuation of MAA and Post Properties, the results of that analysis and the key financial highlights relating to the transaction with Post Properties. After a discussion by the MAA Board of various financial aspects of the proposed strategic transaction with Post Properties and Citis valuation analysis, Citi delivered to the MAA Board an oral opinion, which was confirmed by the delivery of a written opinion dated August 14, 2016, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the exchange ratio provided for in the merger agreement was fair, from a financial point of view, to MAA. Next, representatives from Goodwin reviewed the summary of the merger agreement previously provided to the MAA Board and confirmed that there had not been any material changes to the terms of the merger agreement since it was circulated to the MAA Board. Members of senior management then provided a summary of a United States Department of Justice lawsuit filed against Post Properties and summarized MAAs diligence review of the lawsuit and estimates of potential ranges of exposure as well as environmental matters at certain properties owned by Post Properties. The MAA Board then held an extended discussion of the terms of the merger agreement. Mr. Bolton led an extended discussion about the exchange ratio and the strategic rationale for the proposed transaction, and provided a summary of the negotiations with Post Properties related to the exchange ratio and other terms of the proposed transaction, and members of senior management also led a discussion on the anticipated cost savings and synergies from the proposed transaction. Following these presentations and discussions, and other discussions and deliberations by the MAA Board concerning, among other things, the matters described below under Recommendation of the MAA Board and Its Reasons for the Mergers, representatives from Goodwin summarized the process for the approval of the transaction and the duties of the directors, following which, Mr. Bolton and members of senior management reviewed the resolutions for consideration by the MAA Board to approve the proposed strategic transaction with Post Properties. The MAA Board, by a unanimous vote of all directors, then (i) determined that the merger
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agreement, the parent merger and the transactions contemplated by the merger agreement were advisable and in the best interests of MAA and its shareholders, (ii) approved the mergers, the merger agreement and the other transactions contemplated by the merger agreement, (iii) authorized and approved the issuance of shares of MAA common stock to the holders of Post Properties common stock and the issuance of MAA Series I preferred stock to the holders of Post Properties Series A preferred stock in the parent merger, (iv) directed that the merger agreement, the issuance of shares of MAA common stock, and an amendment to the MAA charter to increase the number of authorized shares of MAA common stock from 100,000,000 shares to 145,000,000 shares, referred to herein as the MAA charter amendment, be submitted for approval at a meeting of MAA shareholders, and (v) recommended the approval of the merger agreement, the issuance of shares of MAA common stock and the MAA charter amendment by MAA shareholders. In connection with the foregoing, the MAA Board also approved, among other things, the waivers to be given by certain MAA employees with respect to rights under existing equity awards, the preparation and filing of this joint proxy statement/prospectus, the engagement letter with Citi, the MAA charter amendment, and the designation and issuance of MAA Series I preferred stock in connection with the parent merger.
Following the MAA Board meeting, Mr. Bolton contacted Mr. Stockert to let Mr. Stockert know that the MAA Board had approved the transaction.
Also on August 12, 2016, representatives of Goodwin sent a revised draft of the merger agreement to representatives of King & Spalding reflecting certain changes to the representations and warranties and covenants related to the conduct of business between signing and closing.
On August 13, 2016, representatives of King & Spalding and representatives of Goodwin finalized the terms of their respective disclosure letters and the exhibits to the merger agreement. Representatives of King & Spalding and representatives of Goodwin also exchanged comments on the merger agreement and finalized the merger agreement. The final merger agreement, together with the final exhibits and disclosure letters, was posted for the Post Properties Boards review.
On August 14, 2016, the Post Properties Board held a special meeting with members of senior management of Post Properties and representatives of King & Spalding and J.P. Morgan. Mr. Stockert explained to the Post Properties Board that the MAA Board had already approved the transaction on August 12, 2016. Representatives of J.P. Morgan then walked the Post Properties Board through an updated financial analysis presentation. After a discussion by the Post Properties Board of various financial aspects of the proposed strategic transaction with MAA and J.P. Morgans financial analysis, J.P. Morgan rendered to the Post Properties Board an oral opinion, which was later confirmed by the delivery of a written opinion dated August 14, 2016, to the effect that, as of that date and based on and subject to various assumptions, factors, qualifications and limitations described in its written opinion, the exchange ratio provided for in the parent merger was fair, from a financial point of view, to the holders of Post Properties common stock. Representatives of King & Spalding once again reviewed the Post Properties Boards fiduciary duties. Representatives of King & Spalding also walked the Post Properties Board through a presentation summarizing the final terms of the merger agreement. Representatives of King & Spalding noted that there were no material changes to the merger agreement since the last Post Properties Board meeting on August 11, 2016 and that there had been no material updates on due diligence. Representatives of King & Spalding walked the Post Properties Board through the proposed corporate approvals for the transaction. Mr. Goddard then led the Post Properties Board in a discussion of the transaction, including discussions with Mr. Stockert about the strategic rationale and exchange ratio. The Post Properties Board discussed the value provided by the exchange ratio and determined that the implied price paid by MAA was highly attractive to the holders of shares of Post Properties common stock. Following these presentations and discussions, and other discussions by the Post Properties Board concerning, among other things, the matters described below under Recommendation of the Post Properties Board and Its Reasons for the Mergers, the Post Properties Board, by a unanimous vote of all directors, then (i) approved, adopted, declared advisable and authorized the merger agreement and the transactions contemplated thereby, including the parent merger and the partnership merger, and (ii) recommended the approval of the merger agreement and the parent merger by Post Properties shareholders.
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On the morning of August 15, 2016, Post Properties and MAA executed and delivered the merger agreement and certain ancillary documents prior to the opening of the stock markets and issued a joint press release publicly announcing the mergers and execution of the merger agreement.
Recommendation of the MAA Board and Its Reasons for the Mergers
In evaluating the parent merger, the MAA Board consulted with its legal and financial advisors and MAAs management and, after careful consideration, the MAA Board unanimously determined and declared that the merger agreement, the parent merger and the other transactions contemplated by the merger agreement (including the issuance of shares of MAA common stock and MAA Series I preferred stock to Post Properties shareholders in the parent merger) are advisable and in the best interests of MAA and its shareholders. The MAA Board unanimously adopted and approved the merger agreement, the parent merger and the other transactions contemplated by the merger agreement.
In deciding to declare advisable and approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock and MAA Series I preferred stock to Post Properties shareholders in connection with the parent merger, the MAA Board considered various factors that it viewed as supporting its decision, including the following material factors described below:
| Strategic Benefits. The MAA Board expects that the mergers will provide a number of significant potential strategic opportunities and benefits, including the following: |
| the combination of MAA and Post Properties would create a Sunbelt-focused multifamily REIT with a combined portfolio of approximately 105,000 multifamily units in 317 communities which would provide an enhanced competitive advantage across the Sunbelt region and drive opportunistic growth and capital deployment; |
| by combining two companies with businesses in highly complementary geographic regions, the Combined Corporation would have improved diversification across urban and suburban locations in large and secondary markets within the Sunbelt region, which is expected to result in an enhanced platform for execution with superior value creation opportunities and improve the performance of the portfolio; |
| the combination of MAA and Post Properties would more rapidly advance a number of strategic priorities underway at MAA, including improving operating efficiencies, achieving more profitable scale, increasing assets in major and secondary Sunbelt markets and lowering debt and equity capital costs to provide a stronger balance sheet; |
| the transaction is expected to create operational and general and administrative cost synergies (based primarily on the elimination of general and administrative expenses and other potentially duplicative expenses, including back-office functions and property management administration) that would drive higher margins primarily from the elimination of duplicative costs associated with supporting a public company platform and the operating efficiencies derived from increased scale, resulting in anticipated gross savings of approximately $20 million annually upon full integration, which is expected to occur over a 12-month period following the closing of the mergers; |
| the enhanced development platform of the Combined Corporation should create opportunities to pursue additional development projects at attractive yields and augment MAAs ability to strategically expand; |
| the Combined Corporation would be able to better serve the needs of its residents because of its larger geographic footprint and therefore increase its market share in high-growth Sunbelt markets; |
| the combination of MAA and Post Properties would create the largest publicly-held owner and operator of multifamily units in the United States by number of units with an equity market capitalization of approximately $12 billion and a total enterprise value of approximately $17 billion (based on the |
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closing share price as of August 12, 2016), which should provide the Combined Corporation with greater access to multiple forms of debt and equity capital at a lower cost of capital over the long term than MAA on a stand-alone basis and offer financial flexibility to capture opportunities across business cycles; |
| the Combined Corporation would provide improved liquidity for MAA shareholders as a result of the increased equity capitalization and the increased shareholder base of the Combined Corporation; |
| the Combined Corporation would have lower overall leverage levels than MAA on a stand-alone basis, which would lead to a stronger balance sheet and could increase the investment-grade rating of the Combined Corporation resulting in a lower cost of borrowing in the future; |
| the increased size and scale of the Combined Corporation is expected to produce operating cost advantages, enhance its ability to attract top talent, and strengthen the operating platform through integration of best practices from both companies, thereby allowing the Combined Corporation to be more competitive in the markets in which it operates; and |
| the benefits of greater operating efficiencies and lower cost of capital, if realized, would allow the Combined Corporation to compete more effectively for acquisition and development opportunities, while improving the financial impact of those transactions. |
| Fixed Exchange Ratio. The MAA Board considered that the fixed exchange ratio, which will not fluctuate as a result of changes in the market prices of shares of MAA common stock or Post Properties common stock, provides certainty as to the respective pro forma percentage ownership of the Combined Corporation. |
| Opinion of Financial Advisor. The MAA Board considered the financial analyses presented to it by Citi and Citis written opinion as to the fairness, from a financial point of view and as of the date of the opinion, to MAA of the exchange ratio pursuant to the merger agreement, which opinion was based on and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken as more fully described below in the section Opinion of MAAs Financial Advisor beginning on page 93. |
| Familiarity with Businesses. The MAA Board considered its knowledge of the business, operations, financial condition, earnings and prospects of MAA and Post Properties, taking into account the results of MAAs due diligence review of Post Properties, as well as its knowledge of the current and prospective environment in which MAA and Post Properties operate, including economic and market conditions. |
| Governance. The MAA Board considered that the following governance arrangements would enable continuity of management and an effective and timely integration of the two companies operations: |
| ten of the thirteen members of the board of directors of the Combined Corporation would be members of the MAA Board; |
| H. Eric Bolton, Jr., MAAs Chief Executive Officer and Chairman of the Board of Directors, would serve as the Chief Executive Officer and Chairman of the Board of Directors of the Combined Corporation; |
| Alan B. Graf, Jr., the Lead Independent Director for MAA, would serve as the Lead Independent Director of the Combined Corporation; and |
| Albert M. Campbell, III, MAAs Chief Financial Officer, Thomas L. Grimes, Jr., MAAs Chief Operating Officer, and Robert J. DelPriore, MAAs General Counsel, would serve as the Chief Financial Officer, Chief Operating Officer and General Counsel, respectively, of the Combined Corporation. |
| High Likelihood of Consummation. The MAA Board considered the commitment on the part of both parties to complete the mergers as reflected in their respective obligations under the terms of the merger agreement, and the likelihood that the shareholder approvals needed to complete the parent merger would be obtained in a timely manner. |
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| Maintenance of REIT Status. The MAA Board considered that following the consummation of the mergers and the other transactions contemplated by the merger agreement, the Combined Corporation would be expected to qualify as a REIT for U.S. federal income tax purposes under the Code. |
| Merger Agreement. The MAA Board considered the overall terms of the merger agreement, including, among other things, the following: |
| the fact that the merger agreement, under certain limited circumstances, permits MAA, prior to the time MAA shareholders approve the parent merger, to consider and respond to an unsolicited bona fide alternative proposal or engage in discussions or negotiations with a third party making such a proposal if the MAA Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such alternative proposal either constitutes or would likely lead to a Superior Proposal and the MAA Board determines in good faith (after consultation with outside legal counsel) that the failure to take such action would be inconsistent with the directors exercise of their fiduciary obligations to the shareholders of MAA under applicable law (see the section titled The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions beginning on page 158). |
| the fact that the merger agreement, under certain limited circumstances, permits the MAA Board to withdraw or modify its recommendation that MAA shareholders vote in favor of the MAA merger proposal (see the section titled The Merger AgreementCovenants and AgreementsNo Solicitation of Transactions beginning on page 158); |
| the fact that the merger agreement and the transactions contemplated by the merger agreement, including the issuance of shares of MAA common stock in the parent merger, is subject to the approval of at least a majority of the outstanding shares of MAA common stock; and |
| the fact that the material terms and conditions of the merger agreement, including the representations, warranties, covenants and termination provisions, are generally reciprocal in nature or proportionate to the relative size of each company. |
The MAA Board also considered a variety of risks and other potentially negative factors concerning the merger agreement, the mergers and the other transactions contemplated by the merger agreement. These factors included:
| the potential that the fixed exchange ratio under the merger agreement could result in MAA delivering greater value to Post Properties shareholders than had been anticipated by MAA; |
| the risk of diverting management focus and resources from operational matters and other strategic opportunities while working to implement the mergers; |
| the terms of the merger agreement placing limitations on the ability of MAA to initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an Acquisition Proposal, or engage in discussions or negotiations with a third party interested in pursuing an alternative business combination transaction; |
| that, under the terms of the merger agreement, in certain circumstances, the Post Properties Board can withdraw or modify its recommendation that Post Properties shareholders vote in favor of the parent merger, if failure to take such action would be inconsistent with Post Properties directors fiduciary duties under applicable law and after compliance with the other requirements set forth in the merger agreement; |
| that, under the terms of the merger agreement, MAA must pay Post Properties a termination fee of up to $245 million and/or reimburse up to $10 million of expenses incurred by Post Properties in connection with the mergers if the merger agreement is terminated under certain circumstances, which may deter other parties from proposing an alternative transaction that may be more advantageous to MAA shareholders; |
| the risk that, notwithstanding the likelihood of the mergers being completed, the mergers may not be completed, or that completion may be unduly delayed, including the effect of the pendency of the mergers and the effect such failure to be completed may have on the trading price of MAA common stock and MAAs operating results, particularly in light of the costs incurred in connection with the transaction; |
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| the risk that the anticipated strategic and financial benefits of the mergers may not be realized; |
| the risk that the cost savings, operational synergies and other benefits to the MAA shareholders expected to result from the mergers might not be fully realized or not realized at all, including as a result of possible changes in the real estate market or the multifamily industry affecting the markets in which the Combined Corporation will operate; |
| the risk of other potential difficulties in integrating the two companies and their respective operations; |
| the risk that the impact of Post Properties ongoing litigation with the United States Department of Justice regarding the Americans with Disabilities Act and the Fair Housing Act, including any settlement that would require the Combined Corporation to modify its properties to comply with laws regulating access by persons with disabilities, could impose greater costs on the Combined Corporation than presently anticipated; |
| the substantial costs to be incurred in connection with the transaction, including the transaction expenses arising from the mergers and the costs of integrating the businesses of MAA and Post Properties; |
| the restrictions on the conduct of MAAs business prior to the completion of the mergers, which could delay or prevent MAA from undertaking certain business opportunities that may arise or other actions it would otherwise take with respect to the operations of MAA absent the pending completion of the mergers; |
| that Post Properties and MAA may be obligated to complete the mergers without having obtained appropriate consents, approvals or waivers from the counterparties under certain of Post Properties contracts that require consent or approval to consummate the mergers, and the risk that such consummation could trigger the termination of, or default under, such contracts; and |
| other matters described under the section Risk Factors and Cautionary Statement Concerning Forward-Looking Statements. |
The MAA Board also considered the interests that certain executive officers and directors of MAA may have with respect to the mergers that may be different from, or in addition to, the interests of MAA shareholders generally. See the section titled Interests of MAAs Directors and Executive Officers in the Mergers beginning on page 114 of this joint proxy statement/prospectus.
This discussion of the information and factors considered by the MAA Board in reaching its conclusion and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the MAA Board in evaluating the merger agreement, the parent merger and the other transactions contemplated by it, and the complexity of these matters, the MAA Board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the MAA Board may have given different weight to different factors. The MAA Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the merger agreement, the parent merger and the other transactions contemplated by the merger agreement.
THE MAA BOARD HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE PARENT MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE ADVISABLE AND IN THE BEST INTERESTS OF MAA AND ITS SHAREHOLDERS. ACCORDINGLY, THE MAA BOARD UNANIMOUSLY RECOMMENDS THAT MAA COMMON SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER AGREEMENT, THE PARENT MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE ISSUANCE OF SHARES OF MAA COMMON STOCK TO POST PROPERTIES SHAREHOLDERS IN THE PARENT MERGER.
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The explanation of the reasoning of the MAA Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section titled Cautionary Statement Concerning Forward-Looking Statements beginning on page 49 of this joint proxy statement/prospectus.
Recommendation of the Post Properties Board and Its Reasons for the Mergers
At a meeting on August 14, 2016, the Post Properties Board unanimously (i) approved, adopted, declared advisable and authorized the merger agreement and the transactions contemplated thereby, including the parent merger and the partnership merger, and (ii) recommended the approval of the merger agreement and the parent merger by Post Properties shareholders. The Post Properties Board unanimously recommends that Post Properties shareholders vote FOR the proposal to approve the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, FOR the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Post Properties in connection with the parent merger and FOR the proposal to approve one or more adjournments of the Post Properties special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of approval and adoption of the merger agreement and the parent merger.
In evaluating the merger agreement and the transactions contemplated thereby, the Post Properties Board consulted with Post Properties senior management and outside legal counsel and financial advisors. In deciding to declare advisable and approve and adopt the merger agreement and the transactions contemplated thereby, and to recommend that Post Properties shareholders vote to approve the merger agreement and the parent merger, the Post Properties Board considered various factors that it viewed as supporting its decision, including the material factors described below.
| Strategic and Financial Benefits. Discussions with senior management of Post Properties regarding Post Properties business, financial condition, results of operations, competitive position, business strategy, strategic alternatives and prospects, as well as the risks involved in achieving these prospects, the nature of Post Properties business and the industry in which it competes, and industry, economic and market conditions, both on a historical and on a prospective basis, led the Post Properties Board to conclude that the alternative of continuing as a stand-alone company was less favorable to Post Properties shareholders than the parent merger and that the parent merger will provide a number of significant potential strategic opportunities and benefits, including the following: |
| attractive valuation for Post Properties assets and business, including a substantial premium to the then-current trading price of Post Properties common stock and immediate accretion in earnings, cash flow and dividends; |
| increased scale and diversification across Sunbelt markets that will allow Post Properties shareholders to participate in a stronger combined company and will create the premier Sunbelt-focused multifamily REIT and the largest publicly-held owner and operator of multifamily apartment units in the United States by number of units; |
| diversification of the Post Properties portfolio away from markets with high exposure to new supply; |
| the Combined Corporation is expected to benefit from Post Properties development pipeline and internal development expertise, which can be critical at various points in the real estate economic cycle; |
| increased earnings power of the Combined Corporation with synergy and efficiency potential; |
| as a result of its larger size, greater access to multiple forms of capital and improved pro forma investment-grade debt rating, the Combined Corporation is expected to have a lower cost of capital than Post Properties on a stand-alone basis and provide financial flexibility to capture opportunities across business cycles; |
| increased equity float for the overlapping shareholder base of Post Properties and MAA; |
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| the transaction is expected to create operational and general and administrative cost synergies (based primarily on the elimination of general and administrative expenses and other potentially duplicative expenses, including back-office functions and property management administration) that would drive higher margins primarily from the elimination of duplicative costs associated with supporting a public company platform and the operating efficiencies derived from increased scale, resulting in anticipated gross savings of approximately $20 million annually upon full integration based on estimates provided by management of MAA, which is expected to occur over the 12-month period after closing of the mergers; and |
| by creating the largest U.S. multifamily apartment REIT by number of units and, based on current market prices, one of the largest publicly-held U.S. multifamily REITs by enterprise value, the transaction is expected to enhance the Combined Corporations ability to execute accretive acquisitions and development, and facilitate opportunistic growth and capital deployment. |
| Familiarity with MAAs Business, Operating Results, Financial Condition and Management. The Post Properties Board considered information with respect to the business, operating results and financial condition of MAA, on both a historical and prospective basis, including MAAs stable operating performance, the lower volatility of its earnings and cash flow over the past 10 years, the quality, breadth and experience of MAAs senior management team, and the similarities in the cultures of, and complementary markets served by, the two companies, as well as the Post Properties Boards knowledge of the current and prospective environment in which the two companies operate, including industry, economic and market conditions, taking into account the results of Post Properties due diligence review of MAA. |
| Continued Operation as a Stand-Alone Company. The Post Properties Board evaluated, as an alternative to the parent merger, the potential rewards and risks associated with the continued execution of Post Properties strategic plan as an independent company. The Post Properties Board reviewed Post Properties historical and possible future performance in light of the risks affecting its business, operations and financial condition, including the risks discussed in this joint proxy statement/prospectus under Risk FactorsRisks Relating to the Mergers. The Post Properties Board also considered, among other factors, the challenges of continuing to operate independently, current market and industry trends, and the risks affecting Post Properties ability to compete effectively against other competitors in the industry. |
| Merger Consideration. The Post Properties Board evaluated the value of the merger consideration based on the then-current trading price and historic trading prices of MAA common stock, as well as various factors bearing on the quality and potential long-term value of the shares of MAA common stock to be received as consideration, including the greater liquidity of the stock in the Combined Corporation. The Post Properties Board noted that, based on the closing prices of MAA common stock and Post Properties common stock on August 12, 2016, which was the last trading day before the meeting of the Post Properties Board at which the Post Properties Board approved the merger agreement, the merger consideration had an implied value of $72.53 per share of Post Properties common stock, which represented a 16.6 percent premium to the closing price of Post Properties common stock on August 12, 2016. The Post Properties Board also took into account that the fixed exchange ratio, which will not fluctuate as a result of changes in the market prices of Post Properties common stock or MAA common stock, provides certainty as to the respective pro forma percentage ownership of the Combined Corporation and that a decrease in the market price of Post Properties common stock before the parent merger closing would not provide MAA with a right to terminate the merger agreement. |
| Dividend Rate. The Post Properties Board considered that, based on the current dividend rates of Post Properties and MAA, Post Properties shareholders will see an approximately 23.9 percent increase in the dividend rate immediately after the closing, assuming no change in MAAs current dividend rate. |
| Ownership in the Combined Company. The Post Properties Board considered that, as of the closing, Post Properties common shareholders will own approximately 32.3% of the Combined Corporation and, as a result, the combination will allow Post Properties shareholders an opportunity to participate in the future growth and value creation of the Combined Corporation and any potential appreciation of shares of MAA common stock, and to share pro rata in the benefits of the expected synergies. |
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| Opinion of Financial Advisor. The Post Properties Board considered the opinion, dated August 14, 2016, of J.P. Morgan to the Post Properties Board to the effect that, as of that date and based on and subject to various assumptions, factors, qualifications and limitations described in its written opinion, and as more fully described in the section entitled Opinion of Post Properties Financial Advisor, the exchange ratio in the parent merger was fair, from a financial point of view, to the holders of Post Properties common stock. |
| Tax-Free Transaction. The Post Properties Board considered the expectation that, for Post Properties shareholders that are U.S. holders, the parent merger will generally qualify as a tax-free transaction for U.S. federal income tax purposes. |
| Governance. The Post Properties Board considered that the board of directors of the Combined Corporation will consist of thirteen directors, three of whom will be designated by Post Properties from the existing Post Properties Board. |
| Negotiations with MAA. The Post Properties Board considered the course of negotiations with MAA, which were conducted at arms length and during which the Post Properties Board was advised by its legal and financial advisors, including the fact that the negotiations resulted in an increased exchange ratio and two-tiered termination fees, allowing an interested party an opportunity to make an alternative proposal at a low termination fee during a specified period. |
| Likelihood of Consummation. The Post Properties Board considered the commitment on the part of both parties to complete the mergers as reflected in their respective obligations under the terms of the merger agreement, and the likelihood that the shareholder approvals needed to complete the mergers would be obtained in a timely manner. |
| Terms and Conditions of the Merger Agreement. The Post Properties Board considered the terms and conditions of the merger agreement, including: |
| Post Properties ability, under certain circumstances, prior to the time that Post Properties shareholders approve the parent merger, to consider and respond to an unsolicited bona fide alternative proposal or engage in discussions or negotiations with the third party making such a proposal if the Post Properties Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such alternative proposal either constitutes a Superior Proposal or would likely lead to a Superior Proposal and the Post Properties Board shall have concluded in good faith (after consultation with outside legal counsel) that the failure to do so would be inconsistent with their fiduciary duties under applicable law; |
| Post Properties ability, under certain circumstances, to terminate the merger agreement in order to enter into an agreement providing for a Superior Proposal, provided that substantially concurrently with the termination of the merger agreement, Post Properties pays to MAA a termination fee, in a two-tiered amount of either approximately $58.5 million or $117 million, depending on when the termination occurs, and reimburses MAA for expenses (up to $10 million), which the Post Properties Board concluded was reasonable in the context of termination fees payable in comparable transactions and in light of the overall structure of the transaction and terms of the merger agreement, including the merger consideration, and which the Post Properties Board, after consultation with its legal and financial advisors, believed provided an adequate opportunity for alternative proposals to be made, associated due diligence to be conducted and definitive documentation to be negotiated with respect thereto, and for the Post Properties Board to consider such alternative proposals and agreements, if any; |
| the ability of the Post Properties Board, under certain circumstances not involving a Superior Proposal, to withhold, withdraw or modify its recommendation that Post Properties shareholders vote in favor of approval of the merger agreement and the parent merger, subject in certain circumstances to the payment to MAA of a termination fee in a two-tiered amount of either approximately $58.5 million or $117 million depending on when the termination occurs, and reimbursement of MAA for expenses (up to $10 million); |
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| the fact that the merger agreement permits Post Properties to continue to pay its regular quarterly cash dividend, in an amount not to exceed the current dividend of $0.47 per share of Post Properties common stock per quarter, its regular quarterly distribution in accordance with past practice at a rate not to exceed $1.0625 per quarter per share of Post Properties Series A preferred stock, as well as distributions in respect of limited partnership units in Post LP; |
| the fact that the merger agreement would provide Post Properties with sufficient operating flexibility between the signing of the merger agreement and the completion of the parent merger for Post Properties to conduct its business in the ordinary course of business consistent with past practice; and |
| the fact that consent, approval or refinancing of Post Properties existing indebtedness or MAAs existing indebtedness is not a condition to completion of the parent merger. |
| Alternative Transactions. The Post Properties Board also considered, as alternatives to the parent merger or to continued independent operations, Post Properties prospects for a merger or sale transaction with a company other than MAA and the potential terms for such other transactions. After reviewing the historical discussions that Post Properties has had with third parties and evaluating potential alternatives and the expected benefits and values that would be provided to Post Properties shareholders by such alternatives in comparison to the strategic combination proposed by MAA, and after taking into account the possible detrimental effects on Post Properties business, including such effects on, among other things, its employees, residents, commercial tenants, financing sources and business prospects, the Post Properties Board determined not to solicit proposals for other transactions, whether a merger or sale, through an auction process or otherwise. The Post Properties Boards consideration of potential alternatives to the parent merger was informed by, among other matters, (a) its members substantial knowledge regarding the multifamily real estate industry and its participants and sources of capital as a result of their background and experience as directors of Post Properties and in other capacities, (b) its review and discussion, including discussion with the Post Properties Boards financial advisor, of the financial, strategic and other benefits and disadvantages associated with potential alternatives, and (c) its familiarity with the various indications of interest and preliminary discussions involving potential transaction partners communicated from time to time, as more particularly described in this joint proxy statement/prospectus under The MergersBackground of the Mergers. The Post Properties Board concluded that the MAA merger, as compared to potential alternative transactions, would be in the best interests of Post Properties shareholders in light of the expected long term strategic and financial benefits associated with the combination of Post Properties and MAA compared to other potential alternatives, the ability of Post Properties shareholders to continue to benefit from the prospects of the Combined Corporation, the overall terms of the parent merger (including the exchange ratio) and the timing, likelihood and risks of completing alternative transactions, including the business, competition, industry and market risks that would apply to Post Properties. |
The Post Properties Board also considered a variety of risks and other potentially negative factors concerning the merger agreement, the parent merger and the other transactions contemplated by the merger agreement, including the following material factors:
| that, following completion of the parent merger, Post Properties would no longer exist as an independent public company and Post Properties shareholders would be able to participate in any future earnings growth of Post Properties solely through their ownership of MAA common stock; |
| the fact that the exchange ratio is fixed, which means that Post Properties shareholders could be adversely affected by a decrease in the trading price of MAA common stock during the pendency of this transaction; |
| the risk that, notwithstanding the likelihood of the parent merger being completed, the parent merger may not be completed, including the effect of the pendency of the parent merger and the effect such failure to be completed may have on: |
| the trading price of shares of Post Properties common stock; |
| Post Properties operating results, particularly in light of the costs incurred in connection with the transaction; and |
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| Post Properties ability to attract and retain key personnel, residents, commercial tenants, suppliers and customers; |
| that, under the terms of the merger agreement, Post Properties must pay MAA a termination fee in a two-tiered amount of either approximately $58.5 million or $117 million, depending on when the termination occurs, and/or reimburse certain expenses incurred by MAA in connection with the parent merger (up to $10 million) if the merger agreement is terminated under certain circumstances, which may deter other parties from proposing an alternative transaction that may be more advantageous to Post Properties shareholders; |
| the risk that, although the terms of the merger agreement would permit Post Properties, until approval of the parent merger by its shareholders, to furnish non-public information to, or engage in discussions or negotiations with, third parties making unsolicited acquisition proposals that the Post Properties Board determines are reasonably likely to lead to a Superior Proposal and to terminate the merger agreement to accept a Superior Proposal, subject to payment to MAA of a termination fee in a two-tiered amount of either approximately $58.5 million or $117 million, depending on when the termination occurs, and reimbursement of expenses (up to $10 million), other potential bidders may choose not to make an alternative transaction proposal; |
| that the terms of the merger agreement place limitations on the ability of Post Properties to initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or the making of any proposal or offer by or with a third party with respect to an acquisition proposal; |
| the risk that MAA may receive a Superior Proposal and terminate the merger agreement upon payment of a termination fee to Post Properties in a two-tiered amount of either approximately $122.5 million or $245 million, depending on when the termination occurs, plus reimbursement of expenses incurred by Post Properties (up to $10 million) in accordance with the terms of the merger agreement; |
| that Post Properties shareholders will not be entitled to exercise appraisal or dissenters rights in connection with the transaction; |
| that, if the parent merger is not consummated, Post Properties employees will have expended extensive time and efforts to attempt to complete the transaction and will have experienced significant distractions from their work during the pendency of the transaction; |
| the possibility that the parent merger may not be consummated, or that consummation may be unduly delayed, for reasons beyond the control of Post Properties or MAA, including because Post Properties shareholders and/or MAA shareholders may not approve the parent merger and the other transactions contemplated by the merger agreement; |
| the risk that the cost savings, operational synergies and other benefits to Post Properties shareholders expected to result from the parent merger might not be fully realized or not realized at all, including as a result of possible changes in the real estate market or the multifamily industry affecting the markets in which the Combined Corporation will operate or as a result of potential difficulties integrating the two companies and their respective operations; |
| the restrictions on the conduct of Post Properties business prior to the consummation of the parent merger, which could delay or prevent Post Properties from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Post Properties absent the pending completion of the parent merger; |
| that Post Properties and MAA may be obligated to complete the mergers without having obtained appropriate consents, approvals or waivers from the counterparties under certain of Post Properties contracts that require consent or approval to consummate the mergers, and the risk that such consummation could trigger the termination of, or default under, such contracts; |
| that certain of Post Properties directors and executive officers have certain interests in the parent merger that might be different from the interests of Post Properties shareholders generally as described under the section entitled Interests of Post Properties Directors and Executive Officers in the Mergers; and |
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| the substantial costs to be incurred in connection with the transactions, including the transaction expenses arising from the mergers and the costs of integrating the businesses of Post Properties and MAA. |
This discussion of the information and factors considered by the Post Properties Board in reaching its conclusion and recommendations is not intended to be exhaustive and is not provided in any specific order or ranking. In view of the wide variety of factors considered by the Post Properties Board in evaluating the merger agreement and the transactions contemplated by it, including the parent merger, and the complexity of these matters, the Post Properties Board did not find it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weight to those factors. In addition, different members of the Post Properties Board may have given different weight to different factors. The Post Properties Board did not reach any specific conclusion with respect to any of the factors considered and instead conducted an overall review of such factors and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the merger agreement.
THE POST PROPERTIES BOARD UNANIMOUSLY RECOMMENDS THAT POST PROPERTIES SHAREHOLDERS VOTE FOR THE PROPOSAL TO APPROVE THE MERGER AGREEMENT, THE PARENT MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, FOR THE ADVISORY VOTE ON EXECUTIVE COMPENSATION PROPOSAL AND FOR THE PROPOSAL TO ADJOURN.
The explanation of the reasoning of the Post Properties Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled Cautionary Statement Concerning Forward-Looking Statements.
Opinion of MAAs Financial Advisor
MAA has retained Citi as its financial advisor in connection with the mergers. In connection with this engagement, MAA requested that Citi evaluate the fairness, from a financial point of view, of the exchange ratio of 0.71x provided for in the parent merger as of the date of Citis opinion. On August 12, 2016, at a meeting of the MAA Board, Citi rendered to the MAA Board an oral opinion, which was subsequently confirmed by delivery of a written opinion, dated August 14, 2016, to the effect that, as of that date and based on and subject to the matters, considerations and limitations set forth in the opinion, Citis work and other factors it deemed relevant, each as described in greater detail below, the exchange ratio of 0.71x provided for in the parent merger was fair, from a financial point of view, to MAA.
The full text of Citis written opinion, dated August 14, 2016, to the MAA Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken, is attached to this joint proxy statement/prospectus as Annex D and is incorporated into this joint proxy statement/prospectus by reference in its entirety. You are urged to read the opinion carefully and in its entirety. Citis opinion, the issuance of which was authorized by Citis fairness opinion committee, was provided to the MAA Board (in its capacity as such) in connection with its evaluation of the mergers and was limited to the fairness, from a financial point of view, as of the date of the opinion, to MAA of the exchange ratio of 0.71x provided for in the parent merger. Citis opinion does not address any other aspects or implications of the mergers and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the mergers. Citis opinion does not address the underlying business decision of MAA to effect the mergers, the relative merits of the mergers as compared to any alternative business strategies that might exist for MAA or the effect of any other transaction in which MAA may engage. The following is a summary of Citis opinion and the methodology that Citi used to render its opinion.
In arriving at its opinion, Citi, among other things:
| reviewed a draft of the merger agreement, dated August 14, 2016; |
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| held discussions with certain senior officers, directors and other representatives and advisors of MAA and certain senior officers and other representatives and advisors of Post Properties concerning the businesses, operations and prospects of MAA and Post Properties; |
| examined certain publicly available business and financial information relating to MAA and Post Properties; |
| examined certain financial forecasts and other information and data relating to MAA and Post Properties that were provided to or discussed with Citi by the respective managements of MAA and Post Properties, including information relating to the potential strategic implications and operational benefits (including the amount, timing and achievability thereof) anticipated by the management of MAA to result from the mergers; |
| reviewed the financial terms of the mergers as set forth in the merger agreement in relation to, among other things, current and historical market prices and trading volumes of MAA common stock and Post Properties common stock, the historical and projected earnings and other operating data of MAA and Post Properties, and the capitalization and financial condition of MAA and Post Properties; |
| considered, to the extent publicly available, the financial terms of certain other transactions which Citi considered relevant in evaluating the mergers; |
| analyzed certain financial, stock market and other publicly available information relating to the businesses of other companies whose operations Citi considered relevant in evaluating those of MAA and Post Properties; |
| evaluated certain potential pro forma financial effects of the mergers on MAA; and |
| conducted such other analyses and examinations and considered such other information and financial, economic and market criteria as Citi deemed relevant and appropriate in arriving at its opinion. |
In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the respective managements of MAA and Post Properties that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to financial forecasts and other information and data relating to MAA and Post Properties provided to or otherwise reviewed by or discussed with Citi, Citi was advised by the respective managements of MAA and Post Properties that such forecasts and other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of MAA and Post Properties as to the future financial performance of MAA and Post Properties and the other matters covered thereby, and assumed, with MAAs consent, that the financial results (including the potential strategic implications and operational benefits anticipated to result from the mergers) reflected in such forecasts and other information and data will be realized in the amounts and at the times projected. Citi relied, at MAAs direction, upon the assessments of the respective managements of MAA and Post Properties as to the ability to integrate the businesses and operations of MAA and Post Properties in accordance with these forecasts.
Citi assumed, with MAAs consent, that the mergers would be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the mergers, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on MAA, Post Properties or the contemplated benefits of the mergers. Representatives of MAA advised Citi, and Citi further assumed, that the final terms of the definitive merger agreement would not vary in any material respect from those set forth in the draft Citi reviewed. Citi also assumed, with MAAs consent, that, for United States federal income tax purposes, the partnership merger would qualify as and constitute a tax-free assets-over form of merger governed by Treasury Regulations Section 1.708-1(c)(3)(i) and the parent merger would qualify as a tax-free reorganization. Citi was advised by MAA and Post Properties that each of MAA and Post Properties has operated in conformity with the requirements for qualification as a REIT for United States federal income tax purposes since its formation as a REIT and further assumed, at MAAs direction, that the mergers would not adversely
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affect such status or operations of MAA or Post Properties. Citis opinion related to the relative values of MAA and Post Properties. Citi did not express any opinion as to what the value of shares of MAA common stock actually would be when issued pursuant to the parent merger or the price at which shares of Post Properties common stock would trade at any time. Citi did not make, nor was it provided with, an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of MAA or Post Properties nor did Citi make any physical inspection of the properties or assets of MAA or Post Properties. Citi expressed no view as to, and its opinion did not address, the underlying business decision of MAA to effect the mergers, the relative merits of the mergers as compared to any alternative business strategies or transactions that might exist for MAA or the effect of any other transaction in which MAA might engage. Citi also expressed no view as to, and its opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the mergers, or any class of such persons, relative to the exchange ratio of 0.71x provided for in the parent merger. Citis opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing, as of the date of its opinion. The issuance of Citis opinion was authorized by Citis fairness opinion committee.
In preparing its opinion, Citi performed a variety of financial, comparative and other analyses, including those described below. The summary of these analyses is not a complete description of Citis opinion or the analyses underlying, and factors considered in connection with, Citis opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Citi arrived at its ultimate opinion based on the results of all analyses undertaken by it and assessed as a whole, and did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion. Accordingly, Citi believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying such analyses and its opinion.
The financial forecasts furnished to Citi for MAA were prepared by the management of MAA and the financial forecasts furnished to Citi for Post Properties were prepared by Post Properties management and provided by Post Properties management to MAA, and, in each case, were used by Citi at the direction of the management of MAA. MAA does not publicly disclose internal management financial forecasts of the type provided to Citi in connection with Citis analysis of the mergers, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information on the projections provided to Citi, see Certain MAA Financial Projections Utilized by the Companies Boards and Financial Advisors beginning on page 109 and Certain Post Properties Financial Projections Utilized by the Companies Boards and Financial Advisors beginning on page 112.
In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of MAA and Post Properties. No company, business or transaction used in those analyses as a comparison is identical or directly comparable to MAA, Post Properties or the mergers and an evaluation of those analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, business segments reviewed or transactions analyzed.
The estimates contained in Citis analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by its analyses. In addition, analyses relating to the value of
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businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citis analyses are inherently subject to substantial uncertainty.
Citi was not requested to, and it did not, recommend the specific consideration payable in the mergers. The type and amount of consideration payable in the mergers was determined through negotiations between MAA and Post Properties and the decision to enter into the mergers was solely that of the MAA Board. Citis opinion was only one of many factors considered by the MAA Board in its evaluation of the mergers and should not be viewed as determinative of the views of the MAA Board or MAAs management with respect to the mergers or the consideration payable in the mergers.
The following is a summary of the material financial analyses presented to the MAA Board in connection with the delivery of Citis opinion. Some of these analyses included public information, including observed multiples, that had been updated to the latest available information as of the time of the presentation and which were presented orally to the MAA Board at its meeting on August 12, 2016. The financial analyses summarized below include information presented in tabular format. In order to fully understand Citis financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Citis financial analyses. All of the equity reference ranges, other than with respect to the historical trading analysis, have been rounded to the nearest dollar unless indicated otherwise.
Selected Public Companies Analyses
Using publicly available information, including (a) published equity research analysts estimates of calendar year 2017 funds from operations, which we refer to as FFO, per share, (b) published equity research analysts estimates of calendar year 2017 earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA, and (c) published equity research analysts estimates for net asset value per share, Citi analyzed certain trading multiples for FFO and EBITDA and/or premium or discount to net asset value of the following publicly traded REITs:
| Equity Residential |
| AvalonBay Communities, Inc. |
| Essex Property Trust, Inc. |
| UDR, Inc. |
| Apartment Investment and Management Company |
| Camden Property Trust |
For each of the selected REITs, using information as of August 12, 2016, Citi calculated (i) the multiple of equity market price per share to the mean estimate of 2017 FFO per share, as reported by equity research analysts, (ii) the multiple of equity market price per share to the mean estimate of 2017 EBITDA per share, as reported by equity research analysts and (iii) the premium or discount to the mean net asset value per share, as reported by equity research analysts.
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Based on the above analysis, Citi then applied a multiple reference range of 18.8x to 23.6x for 2017E EBITDA per share, 18.1x to 20.9x for 2017E FFO per share and a discount range of (6.8%) to (2.5%) to the net asset value per share (which ranges were selected based on the maximum and minimum per share multiple or premium/(discount) calculated in the analysis using the selected publicly traded REITs referenced above). The analysis indicated the following equity values per share for MAA common stock and Post Properties common stock:
Equity Value per MAA Share |
Equity Value per Post Properties Share |
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Price / 2017E EBITDA per share multiple |
$ | 108.83 $148.29 | $ | 60.63 $81.29 | ||||
Price / 2017E FFO per share multiple |
$ | 113.99 $131.25 | $ | 61.13 $70.39 | ||||
Price / Premium / (Discount) to net asset value per share |
$ | 95.82 $100.23 | $ | 67.02 $70.10 |
Net Asset Value Analysis
Citi prepared a per share net asset value analysis for MAA using estimated 2016 adjusted net operating income and asset and liability balances as of August 12, 2016. Capitalization rates ranges varied by property based on the type of property, property age, location, property quality and other factors. Citi applied a range of capitalization rates, which differed by asset and which were based on guidance from MAA management, of 4.95% to 5.45% to the estimated 2016 adjusted net operating income for each property in MAAs portfolio (after adjusting the propertys net operating income to account for capital expenditures of $350 per unit and a management fee of 3.0% of net operating income) to arrive at an aggregate value for the property portfolio. To this aggregate value amount, Citi added the value of other tangible real estate and non-real estate assets, including land and cash and cash equivalents. From gross asset value, Citi deducted debt balances, capitalized franchise and income taxes, accounts payable, accrued expenses, other tangible liabilities and a debt mark-to-market adjustment.
Citi prepared a per share net asset value analysis for Post Properties using 2016 estimated adjusted net operating income and asset and liability balances as of August 12, 2016. Capitalization rates ranges varied by property based on the type of property, property age, location, property quality and other factors. Citi applied a range of capitalization rates, which differed by asset and which were based on guidance from MAA management, of 4.67% to 6.64% to the 2016 estimated adjusted net operating income, which was based on guidance from Post Properties management, for each property in Post Properties portfolio (after adjusting the propertys net operating income to account for capital expenditures of $300 per unit and a management fee of 2.75% of net operating income) to arrive at an aggregate value for the property portfolio. To this aggregate value amount, Citi added the value of other tangible real estate and non-real estate assets, including land, cash and cash equivalents and other assets from unconsolidated entities. From gross asset value, Citi deducted debt balances, preferred equity, other tangible liabilities, liabilities from unconsolidated entities and a debt mark-to-market adjustment.
The analysis indicated the following equity values per share of MAA common stock and Post Properties common stock:
Equity Value per MAA Share |
Equity Value per Post Properties Share |
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Net asset valuation analysis |
$ | 96.28 $110.07 | $ | 67.41 $76.93 |
Discounted Cash Flow Analyses
Citi performed a discounted cash flow analysis of each of MAA and Post Properties in which Citi calculated the estimated present value of the stand-alone unlevered free cash flows that MAA and Post Properties were forecasted to generate during the second half of the calendar year ending December 31, 2016 through the full calendar year ending December 31, 2021. Financial data used in this analysis was based on the respective management forecasts of MAA and Post Properties.
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With respect to Citis discounted cash flow analysis of MAA, unlevered free cash flow was calculated by taking EBITDA, adding property or joint venture disposition proceeds, subtracting property acquisition costs, subtracting capital expenditures and subtracting certain cash income taxes. Citi also calculated a range of terminal asset values of MAA at the end of the forecast period ending December 31, 2021 by applying a one-year growth rate to the unlevered free cash flow of MAA during the final year of the forecast period and a selected range of terminal multiples of 16.5x to 17.5x (which is based on the trading range for MAA over the last 12 months). The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 5.4% to 6.1% based on an estimate of MAAs weighted average cost of capital. The present value of the unlevered free cash flows and the range of terminal asset values were then adjusted for MAAs cash and debt balances as of June 30, 2016.
With respect to Citis discounted cash flow analysis of Post Properties, unlevered free cash flow was calculated by taking EBITDA, subtracting capital expenditures, subtracting property and minority interest acquisition costs, and adding joint venture disposition proceeds. Citi also calculated a range of terminal asset values of Post Properties at the end of the forecast period ending December 31, 2021 by applying a one-year growth rate to the unlevered free cash flow of Post Properties during the final year of the forecast period and a selected range of terminal multiples of 19.0x to 20.0x (which is based on the trading range for Post Properties over the last 12 months). The unlevered free cash flows and the range of terminal asset values were then discounted to present values using a range of discount rates from 5.7% to 6.6% based on an estimate of Post Properties weighted average cost of capital. The present value of the unlevered free cash flows and the range of terminal asset values were then adjusted for Post Properties cash and debt balances as of June 30, 2016.
Equity Value per MAA Share |
Equity Value per Post Properties Share |
|||||||
Discounted cash flow analysis |
$ | 96.96 $109.53 | $ | 63.95 $71.89 |
Selected Precedent Transactions Analysis
Using public filings and publicly available information, Citi reviewed financial data for the selected transactions set forth in the table below. These transactions were selected because they involved publicly traded REITs with, based on Citis experience with mergers and acquisitions, certain financial, operational or business characteristics that, in Citis view, made them sufficiently comparable to MAA, Post Properties and the mergers or otherwise relevant for purposes of the comparison.
For each of the transactions, Citi reviewed, among other things, (a) the transaction value in each transaction as a multiple of the target companys EBITDA for the next twelve months as of the time of the transaction and (b) the per share consideration paid relative to the target companys net asset value per share.
Announcement |
Acquiror |
Target | ||
September 2015 |
Starwood Capital Group / Milestone Apartment REIT | Landmark Apartment Trust | ||
June 2015 |
Lone Star Funds | Home Properties | ||
April 2015 |
Brookfield Asset Management | Associated Estates Realty Corporation | ||
December 2013 |
Essex Property Trust | BRE Properties | ||
June 2013 |
Mid-America Apartment Communities | Colonial Properties Trust |
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Based on the above analysis, Citi then applied a multiple reference range of 17.5x to 22.5x for EBITDA over the next twelve month period, which we refer to as NTM EBITDA, and a premium / (discount) ranging from (8.4%) to 14.4% for net asset value per share (which ranges were selected based on the maximum and minimum per share multiple or premium/(discount) calculated in the analysis for the above referenced transactions) to Post Properties NTM EBITDA and net asset value per share, in each case based on balance sheet information as of June 30, 2016. The analysis indicated the following equity values per share for Post Properties common stock:
Equity Value per Post Properties Share |
||||
Price / NTM EBITDA per share multiple |
$ | 53.26 $74.15 | ||
Price / Premium/(Discount) to net asset value per share |
$ | 65.92 $82.26 |
Relative Value Analysis
Based upon a comparison of the range of implied equity values for each of MAA and Post Properties calculated pursuant to the trading multiples analysis, net asset value analysis, discounted cash flow analysis and precedent transaction analysis, Citi calculated a range of implied exchange ratios for the mergers. This analysis indicated the following implied exchange ratios:
Range of Implied Exchange Ratios |
||||
Public trading multiple |
||||
Price / 2017E EBITDA per share multiple |
0.41x 0.75x | |||
Price / 2017E FFO per share multiple |
0.47x 0.62x | |||
Price / Premium/(Discount) to net asset value per share |
0.67x 0.73x | |||
Net asset value analysis |
0.61x 0.80x | |||
Discounted cash flow analysis |
0.58x 0.74x | |||
Precedent transaction analysis(1) |
||||
Price / NTM EBITDA per share multiple |
0.52x 0.73x | |||
Price / Premium/(Discount) to net asset value per share |
0.65x 0.81x |
(1) | To calculate the range of implied exchange ratios in the precedent transaction analysis, Citi used the closing price of MAA common stock on the NYSE on August 12, 2016 of $102.15. |
Citi then compared the range of implied exchange ratios above to the exchange ratio of 0.71x provided for in the parent merger.
Other Information
Citi also observed certain additional information that was not considered part of Citis financial analyses with respect to its opinion, but was referenced for informational purposes, including, among other things:
| An analysis of the relative EBITDA, FFO and net asset value contributions of each of MAA and Post Properties (which were based on internal estimates provided to Citi by the respective managements of MAA and Post Properties as well as published equity research reports) to the combined entity following the consummation of the mergers, without giving effect to potential strategic implications and operational benefits anticipated to result from the mergers; and |
| An illustrative pro forma financial impact of the mergers on MAAs estimated FFO per share for calendar years ending December 31, 2017 and December 31, 2018 and for the net asset value per share, in each case after giving effect to potential strategic implications and operational benefits anticipated to result from the mergers. |
Miscellaneous
Under the terms of Citis engagement in connection with the mergers, MAA has agreed to pay Citi an aggregate fee of $11 million, $1 million of which was payable upon delivery by Citi of its opinion and the
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remainder of which is payable contingent upon consummation of the mergers. In addition to the amount payable upon delivery by Citi of its opinion, in the event that the mergers are not consummated and MAA receives a termination fee from Post Properties, Citi may receive a fee of either $2.5 million or $5.0 million depending on the size of the termination fee received by MAA. In addition, subject to certain limitations, MAA has agreed to reimburse Citi for certain expenses, including reasonable travel and other expenses incurred by Citi in performing its services, including reasonable fees and expenses of its legal counsel, and to indemnify Citi and related parties against liabilities, including liabilities under federal securities laws, arising from Citis engagement.
Citi and its affiliates in the past have provided, and currently provide, services to MAA unrelated to the proposed mergers, for which services Citi and its affiliates have received and expect to receive compensation, including, having acted as (i) co-manager on MAAs $400 million bond issuance in June 2014, (ii) book-runner on MAAs $400 million bond issuance in November 2015 and (iii) a lender under MAAs $750 million revolving credit facility. During the two-year period prior to the date of Citis opinion, Citi and its affiliates received aggregate fees of less than $1 million from MAA for investment banking services to MAA during such period. During such period, neither Citi nor its affiliates provided any investment banking services to Post Properties. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities of MAA and Post Properties for Citis and its affiliates own account or for the account of customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with MAA, Post Properties and their respective affiliates.
MAA selected Citi to act as its financial advisor in connection with the mergers based on Citis reputation, experience and familiarity with MAA and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with transactions and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.
Opinion of Post Properties Financial Advisor
Pursuant to an engagement letter dated July 30, 2016, Post Properties retained J.P. Morgan as its financial advisor in connection with the parent merger. At the meeting of the Post Properties Board held on August 14, 2016 at which the parent merger was approved, J.P. Morgan rendered to the Post Properties Board an oral opinion, later confirmed by delivery of a written opinion, dated August 14, 2016, to the effect that, as of such date and based upon and subject to the various factors, assumptions, qualifications and limitations set forth in such written opinion, the exchange ratio in the proposed parent merger was fair, from a financial point of view, to the holders of shares of Post Properties common stock.
The full text of the written opinion of J.P. Morgan, dated August 14, 2016, which sets forth, among other things, the assumptions made, matters considered, and qualifications and any limitations on the opinion and the review undertaken by J.P. Morgan in connection with rendering its opinion, is attached as Annex E to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Post Properties shareholders are urged to read the opinion carefully and in its entirety. J.P. Morgans written opinion was addressed to the Post Properties Board (in its capacity as such) in connection with and for the purposes of its evaluation of the parent merger, was directed only to the fairness, from a financial point of view, to the holders of Post Properties common stock of the exchange ratio in the parent merger and did not address any other aspect of the parent merger or the other transactions contemplated by the merger agreement. J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Post Properties or any alternative transaction. The issuance of J.P. Morgans opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of Post Properties as to how such shareholder should vote with respect to the parent merger or any other matter.
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In arriving at its opinion, J.P. Morgan, among other things:
| reviewed a draft of the merger agreement dated August 12, 2016; |
| reviewed certain publicly available business and financial information concerning Post Properties and MAA and the industries in which they operate; |
| compared the financial and operating performance of Post Properties and MAA with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of Post Properties common stock and MAAs common stock and certain publicly traded securities of such other companies; |
| reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of Post Properties relating to its business and certain internal financial analyses and forecasts prepared by or at the direction of the management of MAA relating to its business and provided to Post Properties (which, in the case of the forecasts for MAA, were adjusted by Post Properties and provided to J.P. Morgan by Post Properties for use in evaluating MAA for purposes of J.P. Morgans analyses and opinion), as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the parent merger or the Synergies; and |
| performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion. |
In addition, J.P. Morgan held discussions with certain members of the management of Post Properties and MAA with respect to certain aspects of the proposed parent merger, and the past and current business operations of Post Properties and MAA, the financial condition and future prospects and operations of Post Properties and MAA, the effects of the parent merger on the financial condition and future prospects of Post Properties and MAA, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry. J.P. Morgan also noted that each issued and outstanding share of the Post Properties preferred stock would convert into a share of newly issued MAA preferred stock having terms substantially the same as those of the Post Properties preferred stock and that Post LP would merge with and into MAA LP with MAA LP continuing as the surviving entity.
In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Post Properties and MAA or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with Post Properties, did not assume any obligation to undertake such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Post Properties or MAA under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Post Properties and MAA to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the parent merger and the other transactions contemplated by the merger agreement would qualify as a tax-free reorganization for United States federal income tax purposes and would be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Post Properties and MAA in the merger agreement and the related agreements were and will be true and correct in all respects material to J.P. Morgans analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Post Properties with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed parent merger would be obtained without any adverse effect on Post Properties or MAA or on the contemplated benefits of the proposed parent merger.
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J.P. Morgans opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of the opinion. J.P. Morgans opinion noted that subsequent developments may affect J.P. Morgans opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm its opinion. J.P. Morgans opinion is limited to the fairness, from a financial point of view, to the holders of shares of Post Properties common stock of the exchange ratio in the parent merger and J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the parent merger to the holders of any other class of securities, creditors or other constituencies of Post Properties or as to the underlying decision by Post Properties to engage in the parent merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the parent merger, or any class of such persons relative to the exchange ratio applicable to the holders of shares of Post Properties common stock in the parent merger or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the shares of Post Properties common stock or MAA common stock will trade at any future time.
The terms of the merger agreement, including the exchange ratio, were determined through arms length negotiations between Post Properties and MAA, and the decision to enter into the merger agreement was solely that of the Post Properties Board and MAA Board. J.P. Morgans opinion and financial analyses were only one of the many factors considered by the Post Properties Board in its evaluation of the proposed parent merger and should not be viewed as determinative of the views of the Post Properties Board or management with respect to the proposed parent merger or the exchange ratio.
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methods in connection with its opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Post Properties Board on August 14, 2016 and contained in the presentation delivered to the Post Properties Board on such date in connection with the rendering of such opinion and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgans analyses.
52-Week Historical Exchange Ratio Trading Analysis
J.P. Morgan reviewed the 52-week intraday trading range of the Post Properties common stock price and the MAA common stock price for the period ending August 12, 2016. The reference ranges were as follows:
Post Properties |
||||
52-week high |
$ | 67.61 | ||
52-week low |
$ | 52.08 | ||
MAA |
||||
52-week high |
$ | 110.01 | ||
52-week low |
$ | 75.00 |
J.P. Morgan calculated the implied exchange ratio based on the closing stock price for Post Properties and MAA for each day over the last 52 weeks. The lowest implied exchange ratio was 0.558x, and the highest implied exchange ratio was 0.730x, in each case as compared to the exchange ratio of 0.710x in the proposed parent merger.
J.P. Morgan noted that the historical trading analysis was presented merely for reference purposes only, and was not relied upon for valuation purposes.
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Public Trading Multiples Analysis
Using publicly available information, J.P. Morgan compared selected financial and market data of Post Properties and MAA with similar data for certain large cap and mid cap/regional publicly traded REITs which J.P. Morgan judged to be sufficiently analogous to Post Properties and MAA, respectively. The companies were as follows:
Post Properties |
MAA | |
AIMCO | AIMCO | |
AvalonBay | AvalonBay | |
Camden Property Trust | Camden Property Trust | |
Equity Residential | Equity Residential | |
Essex Property Trust | Essex Property Trust | |
MAA | Post Properties | |
UDR | UDR |
These companies were selected for each of Post Properties and MAA, among other reasons, because they are publicly traded REITs with operations that, for purposes of J.P. Morgans analysis, may be considered similar to those of Post Properties and MAA based on the nature of their assets and operations and the form and geographic location of their operations. However, certain of these companies may have characteristics that are materially different from those of Post Properties and MAA. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Post Properties or MAA.
For each company listed above (other than Post Properties and MAA), J.P. Morgan calculated and compared the multiple of equity market price per share to research analysts consensus estimates for funds from operations, or FFO, and adjusted funds from operations, or AFFO, for the calendar year 2016, or P / 2016E FFO or P / 2016E AFFO, based on public filings, FactSet market prices, SNL Financial data, Green Street Advisors, or GSA market data and other publicly available information as of August 12, 2016. With respect to Post Properties and MAA, the estimated FFO and AFFO for the calendar year 2016 were based on financial forecasts for Post Properties prepared by Post Properties management and financial forecasts for MAA prepared by MAA management and provided by MAA management to Post Properties and adjusted and approved for J.P. Morgan use by Post Properties management.
Results of the analysis are as follows:
P / 2016E FFO | P / 2016E AFFO | |||||||
Large Cap |
||||||||
Equity Residential |
21.6x | 24.1x | ||||||
AvalonBay |
21.9x | 23.1x | ||||||
Large cap mean |
21.8x | 23.6x | ||||||
Mid Cap/regional |
||||||||
Essex Property Trust |
20.9x | 22.7x | ||||||
UDR |
20.7x | 22.7x | ||||||
Camden Property Trust |
19.1x | 22.1x | ||||||
AIMCO |
19.4x | 22.8x | ||||||
Mid cap / regional mean |
20.0x | 22.6x | ||||||
Overall mean |
20.6x | 22.9x | ||||||
Overall median |
20.8x | 22.7x | ||||||
Post Properties |
19.1x | 22.3x | ||||||
MAA |
17.5x | 19.9x |
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Based on the results of this analysis, J.P. Morgan derived multiple reference ranges for P / 2016E FFO of 18.5x 20.5x for Post Properties and 17.0x 19.0x for MAA, and for P / 2016E AFFO of 21.0x 23.0x for Post Properties and 19.5x 21.5x for MAA.
After applying such ranges to the respective estimated 2016 FFO and 2016 AFFO for each of Post Properties and MAA, the analysis indicated the following implied equity value per share ranges for Post Properties common stock and MAA common stock (rounded to the nearest $0.25):
Public Trading Multiples Analysis |
Implied equity value per Post Properties share |
Implied equity value per MAA share |
||||||
P / 2016E FFO |
$ | 60.50 $67.00 | $ | 99.25 $111.00 | ||||
P / 2016E AFFO |
$ | 58.50 $64.00 | $ | 100.25 $110.50 |
The range of implied equity value per share for Post Properties was compared to Post Properties closing share price of $62.22 on August 12, 2016, and an implied parent merger price based on the exchange ratio of $72.53 per share, and the range of implied equity value per share for MAA was compared to MAAs closing share price of $102.15 on August 12, 2016.
J.P. Morgan then calculated (1) the ratio of the highest implied equity value per share for Post Properties to the lowest implied equity value per share for MAA, and (2) the ratio of the lowest implied equity value per share for Post Properties to the highest implied equity value per share for MAA to derive implied exchange ratio ranges. The range of implied exchange ratios was 0.544x to 0.673x for P / 2016E FFO, and the range of implied exchange ratios was 0.529x to 0.639x for P / 2016E AFFO, as compared to the exchange ratio in the parent merger of 0.71x.
Contribution Analysis
J.P. Morgan analyzed the contribution of each of Post Properties and MAA to the pro forma combined company with respect to equity value and management net asset value, and estimated EBITDA (defined as earnings before interest, taxes, depreciation and amortization), estimated FFO and estimated AFFO for calendar years 2016 and 2017, based on financial forecasts for Post Properties prepared by Post Properties management and financial forecasts for MAA prepared by MAA management and provided by MAA management to Post Properties and adjusted and approved for J.P. Morgan use by Post Properties management. For purposes of the contribution analysis, J.P. Morgan assumed that the contribution with respect to EBITDA reflected each companys contribution to the combined companys pro forma firm value and equity value contributions were derived by adjusting firm value contributions for outstanding net debt and preferred equity of Post Properties and outstanding net debt of MAA. J.P. Morgan further assumed that the contributions with respect to management net asset value, FFO and AFFO reflected each companys contribution to the Combined Corporation pro forma equity value. Synergies were not taken into account in the contribution analysis. The analyses yielded an implied exchange ratio of 0.609x, with respect to equity value, and of 0.733x, with respect to management net asset value, as compared to the exchange ratio of 0.71x in the parent merger. The analyses yielded a range of implied exchange ratios of 0.530x to 0.569x, as compared to the exchange ratio of 0.71x in the parent merger, with respect to EBITDA, FFO and AFFO.
The contribution analysis was presented merely for reference purposes only, and was not relied upon for valuation purposes.
Management Net Asset Value Analysis
J.P. Morgan prepared a per share net asset value analysis for each of Post Properties and MAA based on Post Properties and MAAs economic capitalization rates provided by Post Properties management to J.P. Morgan for its use in connection with its analyses and opinion. J.P. Morgan applied the range of economic capitalization rates provided to it of 4.77% to 5.27% for Post Properties and 5.20% to 5.70% for MAA to the
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calendar year 2016 estimated economic net operating income (based on 2.75% management fees and $300 capex per unit, as per Post Properties management) of each company, in each case as provided to J.P. Morgan, in order to arrive at an aggregate value for each companys real estate as of August 12, 2016. J.P. Morgan then added the value of land, construction in progress, and other tangible assets, and deducted debt, fair market value adjustments, and other tangible liabilities from these aggregate values as reviewed and approved by Post Properties management, in order to arrive at a range of implied net asset equity values for each company. The implied net asset equity values for Post Properties and MAA were divided by the number of shares outstanding at Post Properties and MAA, respectively, to arrive at a range of implied net asset values per share of Post Properties and MAA common stock.
The analysis indicated the following implied net asset value per share ranges for Post Properties and MAA common stock (rounded to the nearest $0.25):
Implied net asset value per Post Properties share |
Implied net asset value per MAA share |
|||||||
Management Net Asset Value Analysis |
$ | 68.25 $76.75 | $ | 92.50 $105.25 |
The range of implied net asset value per share for Post Properties was compared to Post Properties closing share price of $62.22 on August 12, 2016, and an implied parent merger price based on the exchange ratio of $72.53 per share, and the range of implied net asset value per share for MAA was compared to MAAs closing share price of $102.15 on August 12, 2016.
J.P. Morgan then calculated (1) the ratio of the highest implied equity value per share for Post Properties to the lowest implied equity value per share for MAA, and (2) the ratio of the lowest implied equity value per share for Post Properties to the highest implied equity value per share for MAA to derive implied exchange ratio ranges. The range of implied exchange ratios was 0.648x to 0.829x, as compared to the exchange ratio in the parent merger of 0.710x. J.P. Morgan also observed that net asset value calculations by GSA and the mean of analyst consensus estimates of net asset value, in each case for both companies, produced an implied exchange ratio of 0.742x and 0.678x, respectively. The GSA and the mean of analyst consensus exchange ratio analysis were presented merely for reference purposes only, and were not relied upon for valuation purposes.
Discounted Cash Flow Analysis
J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied equity value per share for Post Properties common stock and MAA common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those future cash flows by calculating their present value. The unlevered free cash flows refers to a calculation of the future cash flows of an asset without including in such calculation any debt servicing costs Present value refers to the current value of one or more future cash payments from the asset, which is referred to as that assets cash flows, and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital, capitalized returns and other appropriate factors. Terminal value refers to the capitalized value of all cash flows from an asset for periods beyond the final forecast period.
J.P. Morgan calculated the present value of unlevered free cash flows that each of Post Properties and MAA is expected to generate during the period from the second half of calendar year 2016 through the end of 2025 using financial forecasts for Post Properties prepared by Post Properties management for the second half of calendar year 2016 through the end of 2021 and extrapolated by Post Properties management for years 2022 through the end of 2025 and using financial forecasts for MAA prepared by MAA management for the second half of calendar year 2016 through the end of 2021 and provided by MAA management to Post Properties and extrapolated by Post Properties management for years 2022 through the end of 2025 and adjusted and approved for J.P. Morgan use by Post Properties management.
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J.P. Morgan also calculated a range of terminal values for each of Post Properties and MAA at December 31, 2025 by applying a perpetuity growth rate ranging from 1.75% to 2.25% to the financial forecasts for each of Post Properties and MAA during 2025 to derive terminal period unlevered free cash flows for each of Post Properties and MAA. The unlevered free cash flows and range of terminal values for each company were then discounted to present values using a discount rate range of 6.25% to 6.75%, which range was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Post Properties and MAA, which included its analysis of the companies listed under the Public Trading Multiples Analysis described above. The present value of the unlevered free cash flows and the range of terminal values for each company were then adjusted for net debt and preferred equity to indicate the range of implied equity values set forth in the table below (rounded to the nearest $0.25):
Implied equity value per share |
||||
Post Properties |
$ | 57.75 - $76.25 | ||
MAA |
$ | 106.25 - $139.50 |
The range of implied equity value per share for Post Properties was compared to Post Properties closing share price of $62.22 on August 12, 2016, and an implied parent merger price based on the exchange ratio of $72.53 per share, and the range of implied net asset value per share for MAA was compared to MAAs closing share price of $102.15 on August 12, 2016.
J.P. Morgan then calculated (1) the ratio of the highest implied equity value per share for Post Properties to the lowest implied equity value per share for MAA, and (2) the ratio of the lowest implied equity value per share for Post Properties to the highest implied equity value per share for MAA to derive implied exchange ratio ranges. The range of implied exchange ratios was 0.413x to 0.718x, as compared to the exchange ratio in the parent merger of 0.710x.
Other
Historical Exchange Ratio Analysis
J.P. Morgan reviewed the per share daily closing market prices of Post Properties common stock and MAA common stock for the three-year period ending on August 12, 2016 and calculated the implied historical exchange ratios during this period. Specifically, for each trading day, J.P. Morgan divided the daily closing price per share of Post Properties common stock by that of MAA common stock. J.P. Morgan calculated the average of the implied historical exchange ratios for the three-month, six-month, one-year, two-year and three-year periods. The analysis resulted in the following average implied exchange ratios for the dates and periods indicated, all as compared to the exchange ratio in the proposed merger of 0.710x:
Average exchange ratio |
High exchange ratio |
Low exchange ratio |
||||||||||
Current |
||||||||||||
(as of 8/12/2016) |
0.609x | | | |||||||||
3 months |
0.589x | 0.610x | 0.558x | |||||||||
6 months |
0.593x | 0.632x | 0.558x | |||||||||
1 year |
0.636x | 0.730x | 0.558x | |||||||||
2 year |
0.700x | 0.803x | 0.558x | |||||||||
3 years |
0.709x | 0.803x | 0.558x |
The historical exchange ratio analysis was presented merely for reference purposes only, and was not relied upon for valuation purposes.
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Analyst Price Targets
J.P. Morgan reviewed the price targets for Post Properties and MAA published by 9 and 10 equity research analysts, respectively, covering Post Properties and MAA. The price targets presented were in the following ranges: the price target range for Post Properties was $57.00 to $65.00, as compared to Post Properties closing share price of $62.22 on August 12, 2016 and an implied parent merger price based on the exchange ratio of $72.53 per share, and for MAA was $99.00 to $120.00, as compared to MAAs closing share price of $102.15 on August 12, 2016.
The analyst price targets were presented merely for reference purposes only, and were not relied upon for valuation purposes.
Selected Analyst Net Asset Value Estimates
J.P. Morgan reviewed the net asset value price per share estimates for Post Properties and MAA published by selected equity research analysts covering Post Properties and MAA. The net asset value price per share estimates presented (rounded to the nearest $0.25) were in the following ranges: the range for Post Properties was $61.25 to $72.75, as compared to Post Properties closing share price of $62.22 on August 12, 2016 and an implied parent merger price based on the exchange ratio of $72.53 per share, and for MAA was $88.50 to $107.00, as compared to MAAs closing share price of $102.15 on August 12, 2016.
The analyst net asset value estimates were presented merely for reference purposes only, and were not relied upon for valuation purposes.
Illustrative Value Creation Analysis
J.P. Morgan conducted an illustrative value creation analysis, based on financial forecasts for Post Properties prepared by Post Properties management and financial forecasts for MAA prepared by MAA management and provided by MAA management to Post Properties and adjusted and approved by Post Properties management and provided to J.P. Morgan for use in its analysis and delivery of its opinion, that compared the implied equity value per share of Post Properties common stock derived from a discounte