Mid-America Apartment Communities to Acquire Post Properties in $4B Multifamily REIT Merger

MEMPHIS, TENN., AND ATLANTA — Mid-America Apartment Communities (NYSE: MAA) has agreed to acquire Post Properties (NYSE: PPS) in an all-stock deal that values Post, a developer and operator of upscale multifamily communities, at nearly $4 billion. The merger will create a Sunbelt-focused, publicly traded multifamily REIT.

The acquisition brings together two multifamily portfolios totaling approximately 105,000 multifamily units in 317 properties. The combined company plans to focus on urban and suburban locations in large and secondary markets within the Sunbelt region, which stretches from coast to coast along the southern United States. The combined company’s 10 largest markets by unit count will be Atlanta; Dallas, Fort Worth, Austin and Houston, Texas; Charlotte and Raleigh, N.C.; Orlando and Tampa, Fla.; and Washington, DC.

Each share of Post common stock will be converted into 0.71 shares of newly issued MAA common stock, per the agreement. Former MAA equity holders will maintain about 67.7 percent of the combined company’s equity, while former Post equity holders will hold the remaining 32.3 percent on a pro-forma basis. The all-stock merger is intended to be a tax-deferred transaction.

The combined company is expected to have a pro-forma equity market capitalization of about $12 billion, as well as a total market capitalization of about $17 billion.

The merger is subject to customary closing conditions, including approval by MAA and Post shareholders. Both boards of directors have unanimously approved the merger. The parties currently expect the transaction to close during the fourth quarter of 2016.
The company will retain the MAA name and ticker symbol once the merger is complete. The combined company’s corporate headquarters will be located in Memphis, where MAA is currently based. The combined company will also maintain a significant presence in Dallas and Post’s current headquarters of Atlanta.

Citigroup Global Markets Inc. is acting as financial advisor to MAA, while Goodwin Procter LLP and Bass, Berry & Sims are serving as legal advisors. JP Morgan is acting as financial advisor to Post, while King & Spalding is serving as legal advisor.

Memphis-based MAA is a self-administered, self-managed REIT that owns 80,846 apartment units throughout the Southeast and Southwest regions. The company’s stock closed at $102.15 per share on Friday, Aug. 12, up from $81.63 one year ago.

Atlanta-based Post Properties is a REIT that develops and operates upscale multifamily communities. The company has interests in 24,162 apartment units in 61 communities. The company’s stock closed at $62.22 per share on Friday, Aug. 12, up from $58.85 one year ago.

— Nellie Day

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