Mid-America Apartment (MAA), Post Properties (PPS) Announce Completion of Merger

December 1, 2016 9:05 AM EST

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MAA (NYSE: MAA) and Post Properties, Inc. (NYSE: PPS) 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.

"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.



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