Attached files
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| EX-10.1 - NOTE PURCHASE AGREEMENT - MID AMERICA APARTMENT COMMUNITIES INC. | v230287_ex10-1.htm |
| EX-99.1 - PRESS RELEASE - MID AMERICA APARTMENT COMMUNITIES INC. | v230287_ex99-1.htm |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): August 1, 2011 (July 29,
2011)
MID-AMERICA APARTMENT
COMMUNITIES, INC.
(Exact
name of registrant as specified in its charter)
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Tennessee
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1-12762
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62-1543819
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6584 Poplar Avenue, Suite 300 Memphis,
Tennessee
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38138
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(Address
of principal executive offices)
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(Zip
Code)
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(901)
682-6600
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement
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On July
29, 2011, Mid-America Apartments, L.P. (the “Operating
Partnership”) sold (i) $50,000,000 4.68% Senior Guaranteed Notes, Series
A, due July 29, 2018 (the “Series A Notes”),
(ii) $72,750,000 5.40% Senior Guaranteed Notes, Series B, due July 29, 2021 (the
“Series B
Notes”), and (iii) $12,250,000 5.57% Senior Guaranteed Notes, Series C,
due July 29, 2023 (the “Series C Notes,” and
collectively with the Series A Notes and the Series B Notes, the “Notes”) in a private
placement. Mid-America Apartment Communities, Inc. (“MAA”) is the sole
general partner of the Operating Partnership.
The
Series A Notes have a seven-year term and an interest rate of
4.68%. The Series B Notes have a ten-year term and an interest rate
of 5.40%. The Series C Notes have a twelve-year term and an interest
rate of 5.57%. All of the Notes are unsecured obligations of the
Operating Partnership and are fully and unconditionally guaranteed by
MAA.
The Notes
were issued pursuant to a Note Purchase Agreement, dated as of July 29, 2011
(the “Agreement”), by and
among the Operating Partnership, MAA and the purchasers of the Notes party
thereto. Subject to the terms of the Agreement and the Notes, upon
certain events of default, including, but not limited to, (i) a default in the
payment of any principal, Make-Whole Amount, as discussed below, or interest
under the Notes, and (ii) a default in the payment of certain other indebtedness
of the Operating Partnership or MAA or of their subsidiaries, the principal and
accrued but unpaid interest and the Make-Whole Amount on the outstanding Notes
will become due and payable at the option of the holders.
The
Operating Partnership may prepay at any time all, or from time to time any part
of, the Notes, in the amount not less than ten percent (10%) of the Notes then
outstanding at (ii) one hundred percent (100%) of the principal amount so
prepaid, together with accrued interest, and (ii) the “Make-Whole Amount” as
defined in the Agreement. The Make-Whole Amount is equal to the
excess, if any, of the discounted value of the remaining scheduled payments with
respect to the Notes being prepaid over the amount of such Notes.
The
Agreement contains customary covenants, including, but not limited to,
restrictions on:
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mergers,
consolidations and sale of assets;
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·
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declaration
of dividends; and
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·
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transactions
with affiliates.
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In
addition, the Agreement requires MAA and the Operating Partnership to comply
with certain financial covenants, including, but not limited to, restrictions
on:
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the
maximum aggregate debt of MAA, the Operating Partnership and their
subsidiaries;
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·
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the
maximum aggregate unsecured debt of MAA, the Operating Partnership and
their subsidiaries;
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·
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the
minimum interest coverage based upon a ratio of the Consolidated Income
Available for Debt Service to the Annual Debt Service Charge, both as
defined in the Agreement;
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·
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the
minimum unsecured debt based on a ratio of Total Unencumbered Assets to
Unsecured Indebtedness, both as defined in the
Agreement;
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·
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the
minimum unsecured debt yield based on Net Operating Income generated by
Total Unencumbered Assets, both as defined in the
Agreement;
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·
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the
minimum Consolidated Net Worth, as defined in the Agreement;
and
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·
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the
minimum portion of Total Assets and Total Encumbered Assets, both as
defined in the Agreement, owned by MAA and the Operating Partnership,
without giving effect to any such assets owned by their
subsidiaries.
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These
covenants, which are described more fully in the Agreement, to which reference
is made for a complete statement of the covenants, are subject to certain
exceptions.
The
descriptions in this Form 8-K of the Notes and the Agreement are not intended to
be complete descriptions of those documents, and the descriptions are qualified
in their entirety by the full text of the documents, which are attached as
exhibits to, and incorporated as reference in, this Form 8-K.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On July
29, 2011, the Company entered into the Note Purchase Agreement, the terms and
conditions of which are described in Item 1.01 of this Form 8-K, which by this
reference is incorporated herein.
Item
8.01. Other
Events.
On August
1, 2011, the registrant issued a press release announcing the sale of the Notes,
a copy of which is furnished as Exhibit 99.1 hereto. The information
in this Item 8.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such
filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
10.1 is being filed, and Exhibit 99.1 is being furnished, with this Form
8-K.
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Exhibit No.
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Description
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10.1
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Note
Purchase Agreement, dated as of July 29, 2011, among Mid-America
Apartments, L.P., Mid-America Apartment Communities, Inc. and the
purchasers of the notes party thereto (including the forms of the 4.68%
Senior Guaranteed Notes, Series A, due July 29, 2018, the 5.40% Senior
Guaranteed Notes, Series B, due July 29, 2021, and the 5.57% Senior
Guaranteed Notes, Series C, due July 29, 2023).
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99.1
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Press
Release
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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MID-AMERICA
APARTMENT COMMUNITIES, INC.
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Date: August
1, 2011
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By:
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/s/Albert M. Campbell,
III
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Albert
M. Campbell, III
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Executive
Vice President, Chief Financial Officer,
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Treasurer
and Director of Financial Reporting
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(Principal
Financial and Accounting Officer)
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