MEMPHIS, Tenn. and ATLANTA, Dec. 1, 2016 /PRNewswire/ --
MAA (NYSE: MAA) and Post Properties, Inc. (NYSE: PPS)
today announced the completion of the merger of the two companies,
forming a combined company with equity market capitalization of
approximately $11 billion and a total
market capitalization of approximately $15
billion. The transaction was previously approved by both
companies' shareholders at their respective special meetings held
on November 10, 2016. The combined
company, headquartered in Memphis,
Tennessee, will retain the MAA name and will trade under the
existing ticker symbol "MAA" on the New York Stock Exchange.
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"We are excited to officially complete the merger of MAA and
Post Properties," said H. Eric Bolton,
Jr., MAA Chairman and CEO. "We have successfully
completed early integration activities and are off to a great
start. We look forward to completing the integration work
over the coming year and positioning to capture the full range of
opportunities surrounding the merger."
Leadership
Concurrently with the completion of the merger, the number of
directors on MAA's Board of Directors was increased to 13, and
David P. Stockert, former President
and Chief Executive Officer of Post Properties, Inc., or Post,
Russell R. French and Toni Jennings, all former Directors of Post,
joined the ten existing members on MAA's Board of Directors.
H. Eric Bolton, Jr. continues to
serve as CEO and Chairman of the Board of Directors and
Alan B. Graf, Jr., MAA's Lead Independent Director, continues
to serve as Lead Independent Director for the combined company.
Anticipated Synergies
Annual gross overhead synergies are estimated to be
approximately $20 million. The
combined company is expected to benefit from the elimination of
duplicative costs associated with supporting a public company
platform. In addition, through enhanced scale and leveraging of the
combined company's state-of-the-art technology and operating
systems, MAA expects the combined company to capture enhanced
operating margins. These savings and enhancements are expected to
be realized upon full integration, which is expected to occur over
the 12-18 month period following the closing of the merger.
Operations and Balance Sheet
Both companies have high quality properties diversified across
the high-growth Sunbelt region. On a consolidated basis, the
combined company has a strong and balanced presence in both large
and select secondary markets. With a significant regional and
market overlap, meaningful opportunity for synergy and margin
improvement is expected. The combined company is committed to a
strategy aimed at driving superior long-term shareholder
performance with a full-cycle performance profile and
objective. In addition, the combined company is expected to
have significant liquidity, a strong investment-grade balance sheet
and a well-staggered debt maturity profile provided by
long-standing lending partners.
The Merger
As a result of the merger, each former share of Post common
stock has been converted into 0.71 of a newly issued share of MAA
common stock. Former Post common shareholders hold approximately
32.3 percent of the combined company's common equity, with
continuing MAA common shareholders holding approximately 67.7
percent of the combined company. Effective as of the merger, shares
of Post common stock and preferred stock are no longer traded on
the New York Stock Exchange.
Advisors
Citigroup Global Markets Inc. acted as financial advisor, and
Goodwin Procter LLP and Bass, Berry & Sims acted as legal
advisors, to MAA. JP Morgan Securities acted as financial advisor,
and King & Spalding LLP acted as legal advisor, to Post.
About MAA
MAA is a self-administered, self-managed real estate investment
trust, which owned 79,170 apartment units throughout the Southeast
and Southwest regions of the United
States as of September 30,
2016.
As of December 1, 2016, after giving effect to the merger,
MAA owned or had an ownership interest in 101,207 apartment units,
including communities currently in development, focused on
delivering full-cycle and superior investment performance for
shareholders.
For further details, please visit the MAA website at
www.maac.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended, and Section 21E of the U.S. Securities Exchange
Act of 1934, as amended. These forward-looking statements, which
are based on current expectations, estimates and projections about
the industry and markets in which the combined company operates and
beliefs of and assumptions made by MAA management, involve
uncertainties that could significantly affect the financial results
of the combined company. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," and
variations of such words and similar expressions are intended to
identify such forward-looking statements, which generally are not
historical in nature. Such forward-looking statements include, but
are not limited to, statements about the anticipated benefits of
the merger, including future financial and operating results, and
the combined company's plans, objectives, expectations and
intentions. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to expected synergies,
improved liquidity and balance sheet strength — are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, regional and local economic climates, (ii) changes in
financial markets and interest rates, or to the business or
financial condition of the combined company, (iii) increased or
unanticipated competition for the combined company's properties,
(iv) risks associated with acquisitions, including the integration
of MAA's and Post's businesses, (v) the potential liability for the
failure to meet regulatory requirements, including the maintenance
of REIT status, (vi) availability of financing and capital, (vii)
risks associated with achieving expected revenue synergies or cost
savings from the merger, and (viii) those additional risks and
factors discussed in reports filed with the Securities and Exchange
Commission by MAA from time to time, including those discussed
under the heading "Risk Factors" in our most recently filed reports
on Forms 10-K and 10-Q. MAA does not undertake any duty to update
any forward-looking statements appearing in this document.
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SOURCE MAA
