MID AMERICA APARTMENT COMMUNITIES INC (Form: 8-K, Received: 12/01/2016 16:49:09)

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): December 1, 2016

MID-AMERICA APARTMENT COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

TENNESSEE

001-12762

62-1543819

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

MID-AMERICA APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)


TENNESSEE	333-190028-01	62-1543816
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6584 Poplar Avenue
Memphis, Tennessee		38138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (901) 682-6600

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below 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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Amendment to Unsecured Credit Facility

On December 1, 2016, Mid-America Apartments, L.P., a Tennessee limited partnership (“MAA LP”), entered into a First Amendment (“First Amendment”) to its senior unsecured Second Amended and Restated Credit Agreement dated as of October 15, 2015 (the “Credit Agreement”), with KeyBank National Association, the other lenders party to the First Amendment, and KeyBank National Association, as administrative agent for the lenders. A description of certain terms of the Credit Agreement is set forth in the Current Report on Form 8-K filed by Mid-America Apartment Communities, Inc., a Tennessee corporation (“MAA”), and MAA LP with the Securities and Exchange Commission on October 16, 2015.

The First Amendment amends the Credit Agreement by, among other things, increasing the committed credit amount from $750 million to $1.0 billion.

The foregoing description of the First Amendment is only a summary and is qualified in its entirety by the full text of the First Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On December 1, 2016, MAA completed the merger transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 15, 2016, by and among MAA, MAA LP, Post Properties, Inc., a Georgia corporation (“Post Properties”), Post GP Holdings, Inc., a Georgia corporation, and Post Apartment Homes, L.P., a Georgia limited partnership (“Post LP”), pursuant to which Post Properties merged with and into MAA, with MAA continuing as the surviving corporation (the “Parent Merger”), and Post LP merged with and into MAA LP, with MAA LP continuing as the surviving entity (the “Partnership Merger,” and together with the Parent Merger, the “Mergers”). Pursuant to the Merger Agreement, at the effective time of the Parent Merger, each outstanding share of Post Properties common stock, par value $0.01 per share, was converted into the right to receive 0.71 shares of MAA common stock, par value $0.01 per share (the “Merger Consideration”), with cash in lieu of fractional shares. In addition, in the Parent Merger, each outstanding share of Post Properties’ 8 1/2% Series A Cumulative Redeemable Preferred Shares, par value $0.01 per share (“Post Properties Series A preferred stock”), was converted into the right to receive one newly-issued share of MAA’s 8.50% Series I Cumulative Redeemable Preferred Stock, par value $0.01 per share (“MAA Series I preferred stock”), which has the same rights, preferences, privileges and voting powers as those of the Post Properties Series A preferred stock. At the effective time of the Partnership Merger, which occurred immediately prior to the Parent Merger, each outstanding limited partnership interest in Post LP was converted into 0.71 limited partnership units in MAA LP.

MAA issued approximately 38 million shares of MAA common stock and approximately 868,000 shares of MAA Series I preferred stock to former Post common and preferred shareholders as consideration in the Parent Merger, and MAA LP issued approximately 80,000 limited partnership units in MAA LP to former Post LP limited partners in the Partnership Merger (excluding units of MAA LP issued in the Partnership Merger and held by MAA following the Parent Merger). Based on the opening price of MAA common stock on December 1, 2016 as reported on the New York Stock Exchange, the aggregate value of the Merger Consideration paid or payable to former holders of Post Properties common stock is approximately $3.5 billion.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to MAA and MAA LP’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016 and is incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

Item 2.03.

Creation of Direct Financial Obligation.

Amendment to Unsecured Credit Facility

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Assumed Liabilities Pursuant to the Mergers

As a result of the Mergers, MAA and MAALP assumed the liabilities of Post Properties and Post LP outstanding at the time of the Mergers, which included, but is not limited to, in the aggregate, approximately $185 million of mortgage indebtedness and approximately $400 million of senior unsecured notes.

Item 3.02.

Unregistered Sales of Equity Securities.

On December 1, 2016, at the effective time of the Partnership Merger, MAA LP issued an aggregate of approximately 38 million limited partnership units in MAA LP consisting of approximately 80,000 limited partnership units in MAA LP issued to former third-party Post LP limited partners and approximately 38 million limited partnership units that are held by MAA following the completion of the Parent Merger. The limited partnership units held by former third-party Post LP limited partners 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 MAA’s sole and absolute discretion, in accordance with the Third Amended and Restated Agreement of Limited Partnership of MAA LP, as amended. The limited partnership units were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On December 1, 2016, effective as of the effective time of the Parent Merger, as approved by resolutions of MAA’s board of directors and pursuant to the terms of the Merger Agreement, the number of directors on the MAA board of directors was increased to 13, and the following former members of the Post Properties board of directors were appointed to the MAA board of directors:

Russell R. French

Toni Jennings

David P. Stockert

Any committee assignments for the new members of the MAA board of directors will be determined at a future meeting of the MAA board of directors. MAA’s directors prior to the effectiveness of the merger transactions contemplated by the Merger Agreement will continue as directors of MAA.

The new directors will receive compensation consistent with that received by MAA’s other non-employee directors as disclosed in MAA’s definitive proxy statement, filed with the Securities and Exchange Commission on April 14, 2016, in connection with MAA’s 2016 annual meeting of shareholders.

In addition, each of the new directors entered into MAA’s standard Indemnification Agreement, which generally provides that MAA will indemnify Mr. French, Ms. Jennings and Mr. Stockert against all expenses and liabilities and pay or reimburse their reasonable expenses in advance of final disposition of a proceeding to the fullest extent permitted by Tennessee law if they are made or threatened to be made a party to the proceeding by reason of their service as a member of the MAA board of directors, subject to limited exceptions.

Under the terms of the Merger Agreement, the new directors will serve on the MAA board of directors until the 2017 annual meeting of MAA’s shareholders (and until their successors have been duly elected and qualified) and will be nominated by the MAA board of directors for reelection at the 2017 annual meeting of MAA’s shareholders, subject to the satisfaction and compliance of such new directors with MAA’s corporate governance guidelines and code of business conduct and ethics. Other than the Mergers and the terms of the Merger Agreement, there are no arrangements or understandings between any of Mr. French, Ms. Jennings and Mr. Stockert and any other person pursuant to which any of these individuals were selected as directors and there are no material transactions between any of these individuals and MAA.

The description of the Merger Agreement contained in this Item 5.02 is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to MAA and MAA LP’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016 and is incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

The foregoing description of the Indemnification Agreement is only a summary and is qualified in its entirety by the full text of the Indemnification Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On December 1, 2016, MAA and Post Properties issued a joint press release announcing the completion of the Mergers and the appointment of the new MAA directors described above in Item 2.01 and Item 5.02, respectively, of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in any such filing.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired.

The financial statements required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

(b)

Pro Forma Financial Information.

The pro forma financial information required by this Item will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

(d)

Exhibits.


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of August 15, 2016, by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P., Post Properties, Inc., Post GP Holdings, Inc. and Post Apartment Homes, L.P. (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016.)

10.1*		First Amendment to Second Amended and Restated Credit Agreement, dated as of December 1, 2016, by and among Mid-America Apartments, L.P., as borrower, KeyBank National Association, the other lenders party thereto, and KeyBank National Association, as administrative agent.

10.2*		Form of Indemnification Agreement between Mid-America Apartment Communities, Inc. and each of its directors and certain of its executive officers.

99.1*		Press Release dated December 1, 2016.

*	Filed or furnished herewith.

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 thereunto duly authorized.


Date: December 1, 2016	MID-AMERICA APARTMENT COMMUNITIES, INC.

	By:	/s/ Albert M. Campbell, III
	Name:	Albert M. Campbell, III
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)


Date: December 1, 2016	MID-AMERICA APARTMENTS, L.P. By: Mid-America Apartment Communities, Inc.

	By:	/s/ Albert M. Campbell, III
	Name:	Albert M. Campbell, III
	Title:	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of August 15, 2016, by and among Mid-America Apartment Communities, Inc., Mid-America Apartments, L.P., Post Properties, Inc., Post GP Holdings, Inc. and Post Apartment Homes, L.P. (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2016.)

10.1*		First Amendment to Second Amended and Restated Credit Agreement, dated as of December 1, 2016, by and among Mid-America Apartments, L.P., as borrower, KeyBank National Association, the other lenders party thereto, and KeyBank National Association, as administrative agent.

10.2*		Form of Indemnification Agreement between Mid-America Apartment Communities, Inc. and each of its directors and certain of its executive officers.

99.1*		Press Release dated December 1, 2016.

*	Filed or furnished herewith.

Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “ Amendment ”) is made as of this 1st day of December, 2016 (the “ Effective Date ”), by and among MID-AMERICA APARTMENTS, L.P. , a Tennessee limited partnership (the “ Borrower ”), KEYBANK NATIONAL ASSOCIATION (“ KeyBank ”), the other lending institutions parties to the Credit Agreement described below (together with KeyBank, the “ Lenders ”), and KEYBANK NATIONAL ASSOCIATION , as Agent for the Lenders (the “ Agent ”).

W I T N E S S E T H:

WHEREAS , the Borrower, the Agent and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of October 15, 2015 (the “ Credit Agreement ”); and

WHEREAS , the Borrower has requested that the Agent and the Lenders make certain modifications to the terms of the Credit Agreement; and

WHEREAS , the Agent and the Lenders have agreed to make such modifications subject to the execution and delivery by the Borrower of this Amendment.

NOW, THEREFORE , for and in consideration of the sum of TEN and NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows:

1. Definitions . All the terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

2. Modification of Credit Agreement . The Borrower, the Agent and the Lenders hereby modify and amend the Credit Agreement as follows:

(a) By deleting in their entirety the definitions of “Capitalization Rate”, “Defaulting Lender”, “Loan and Loans”, “Revolving Credit Loan or Loans”, “Swing Loan Commitment” and “Total Commitment” appearing in §1.1 of the Credit Agreement, and inserting in lieu thereof following:

“ Capitalization Rate . Six percent (6.00%).

Defaulting Lender . Any Lender that, as reasonably determined by the Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Loans, within two (2) Business Days of the date required to be funded by it hereunder and such failure is continuing, unless such failure arises out of such Lender’s good faith determination that a condition precedent to funding (specifically identified) has not been

satisfied, (b) (i) has notified the Borrower or the Agent that it does not intend to comply with its funding obligations hereunder or (ii) has made a public statement to that effect with respect to its funding obligations under other agreements generally in which it commits to extend credit, unless with respect to this clause (b), such failure arises from such Lender’s good faith determination that a condition precedent to funding (specifically identified) has not been satisfied, (c) has failed, within two (2) Business Days after request by the Agent, to confirm in a manner reasonably satisfactory to the Agent and Borrower that it will comply with its funding obligations; provided that, notwithstanding the provisions of §2.12, such Lender shall cease to be a Defaulting Lender upon the Agent’s receipt of confirmation that such Defaulting Lender will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any bankruptcy, insolvency, reorganization, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, receivership, rearrangement or similar debtor relief law of the United States or other applicable jurisdictions from time to time in effect, including any law for the appointment of the Federal Deposit Insurance Corporation or any other state or federal regulatory authority as receiver, conservator, trustee, administrator or any similar capacity, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, or (iv) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a governmental authority (including any agency, instrumentality, regulatory body, central bank or other authority) so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts of the United States or from the enforcement of judgments or writs of attachment of its assets or permit such Lender (or such governmental authority or instrumentality) to reject, repudiate, disavow, or disaffirm any contracts or agreements made with such Person). Any determination by the Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to §2.12(g)) upon delivery of written notice of such determination to the Borrower and each Lender.

Loan and Loans . An individual loan or the aggregate loans (including Revolving Credit Loans and Swing Loans), as the case may be, in the maximum principal amount of $1,000,000,000.00 (subject to increase in §2.10) to be made by the Lenders hereunder. All Loans shall

be made in Dollars. Amounts drawn under Letters of Credit shall also be considered Revolving Credit Loans as provided in §2.9(f).

Revolving Credit Loan or Loans . An individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as the case may be, in the maximum principal amount of $1,000,000,000.00 (subject to increase as provided in §2.10) to be made by the Lenders hereunder as more particularly described in §2. Without limiting the foregoing, Revolving Credit Loans shall also include Revolving Credit Loans made pursuant to §2.9(f).

Swing Loan Commitment . The sum of $85,000,000.00, as the same may be changed from time to time in accordance with the terms of this Agreement.

Total Commitment . The sum of the Commitments of the Lenders, as in effect from time to time. As of December 1, 2016, the Total Commitment is $1,000,000,000.00.”

(b) By inserting the following new definitions to §1.1 of the Credit Agreement in the appropriate alphabetical order:

“ Bail-In Action . The exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation . With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

EEA Financial Institution . (a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EEA Member Country . Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Resolution Authority . Any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

EU Bail-In Legislation Schedule . The EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Write-Down and Conversion Powers . With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.”

(c) By deleting in its entirety the last sentence of §2.12(c) of the Credit Agreement, and inserting in lieu thereof the following:

“Subject to §36, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.”

(d) By inserting the following new §36 into the Credit Agreement:

“§36. ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN OF EEA FINANCIAL INSTITUTIONS.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of

ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.”

(e) By deleting in their entirety the words and numbers “ [Seven Hundred Fifty Million and No/100 Dollars ($750,000,000.00)] ” appearing in the third (3rd) and fourth (4th) lines of paragraph (a) appearing on page 1 of the Guaranty, which is attached to the Credit Agreement as Exhibit H, and inserting in lieu thereof the words and numbers “ [One Billion and No/100 Dollars ($1,000,000,000.00)] ”.

(f) By deleting in its entirety Schedule 1.1 to the Credit Agreement, and inserting in lieu thereof Schedule 1.1 attached hereto and made a part hereof.

3. Commitments .

(a) Borrower is, pursuant to this Amendment, increasing the Total Commitment pursuant to §2.10 of the Credit Agreement. Borrower hereby acknowledges and agrees that as of the effective date of this Amendment and following satisfaction of all conditions thereto as provided herein, the amount of each Lender’s Commitment shall be the amount set forth on Schedule 1.1 attached hereto. In connection with the increase of the Total Commitment, TD Bank, NA (the “New Lender”) shall be issued a Revolving Credit Note in the principal face amount of its Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and New Lender shall be a Lender under the Credit Agreement. Each of the Lenders previously a party to the Credit Agreement that is increasing its Commitment in connection with this Amendment (collectively, the “Existing Modifying Lenders”) shall receive a Revolving Credit Note based on its respective Commitment as set forth on Schedule 1.1 hereto (and promptly return to Borrower its existing Revolving Credit Note), which Revolving Credit Notes shall be replacements for such Lender’s existing Revolving Credit Notes and shall not be a novation or satisfaction of the indebtedness thereunder.

(b) By its signature below, New Lender, subject to the terms and conditions hereof, hereby becomes a party to the Credit Agreement and agrees to perform all obligations with respect to its respective Commitment as if New Lender were an original Lender under and signatory to the Credit Agreement having a Commitment, as set forth above, equal to its respective Commitment, which obligations shall include, but shall not be limited to, the obligation to make Revolving Credit Loans to the Borrower with respect to its Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein. New Lender makes and confirms to the Agent and the other Lenders all of the representations, warranties and covenants of a Lender under Section 14 and 18 of the Credit Agreement. Further, New Lender acknowledges that it has, independently and without reliance upon the Agent, the Arranger, or on any affiliate or subsidiary thereof or any other Lender and based on such documents, financial

statements and information as it has deemed appropriate, made its own credit analysis and decision to become a Lender under the Credit Agreement. Not in limitation of the foregoing, New Lender acknowledges and agrees that the Agent, the Arranger and the other Lenders are making no representations or warranties with respect to, and New Lender hereby releases and discharges the Agent, the Arranger and the other Lenders for any responsibility or liability for: (i) the present or future solvency or financial condition of the Borrower, any Guarantor or any other Person, (ii) any representations, warranties, statements or information made or furnished by the Borrower, any Guarantor or any other Person in connection with the Credit Agreement or otherwise, (iii) the validity, efficacy, sufficiency, or enforceability of the Credit Agreement, any other Loan Document or any other document or instrument executed in connection therewith, or the collectability of the Obligations, (iv) the perfection, priority or validity of any Lien with respect to any collateral at any time securing the Obligations under the Notes or the Credit Agreement and (v) the performance or failure to perform by the Borrower, any Guarantor or any other Person of any obligation under the Credit Agreement or any other Loan Document to which it is a party. Except as expressly provided in the Credit Agreement, neither the Agent, the Arranger nor any other Lender shall have any duty or responsibility whatsoever, either initially or on a continuing basis, to provide New Lender with any credit or other information with respect to the Borrower or any Guarantor or to notify any New Lender of any Default or Event of Default. New Lender has not relied on the Agent, Arranger, any other Lender or any subsidiary or affiliate thereof as to any legal or factual matter in connection therewith or in connection with the transactions contemplated thereunder.

(c) New Lender (i) represents and warrants as to itself that (A) it is legally authorized to, and has full power and authority to, enter into this Amendment and perform its obligations under this Amendment and the Credit Agreement, and (B) it does not control, is not controlled by, is not under common control with and is otherwise free from influence or control by, the Borrower or the Guarantors, if any, and is not a Defaulting Lender or an Affiliate of a Defaulting Lender or a natural person; (ii) confirms that it has received copies of the Credit Agreement, the other Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (iii) agrees that it has and will, independently and without reliance upon any Lender, the Agent or the Arranger and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness of the Borrower and any Guarantors and the value of the assets of the Borrower and any Guarantors, and taking or not taking action under the Loan Documents; (iv) appoints and authorizes the Agent to take such action as contractual representative on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (v) agrees that, by this Amendment, it has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. New Lender acknowledges and confirms that its address for notices is as set forth on the signature pages hereto, and its Domestic Lending Office and LIBOR Lending Office for Revolving Credit Loans is as set forth on Schedule 1.1 attached hereto.

(d) By its signature below, each Existing Modifying Lender hereby agrees to perform all obligations with respect to its respective Commitment as set forth in the Agreement (as modified by this Amendment), which obligations shall include, but shall not be limited to, the

obligation to make Revolving Credit Loans to the Borrower with respect to its Revolving Credit Commitment as required under §2.1 of the Credit Agreement, the obligation to pay amounts due in respect of Swing Loans as provided in §2.4 of the Credit Agreement, the obligation to pay amounts due in respect of draws under Letters of Credit as required under §2.9 of the Credit Agreement, and in any case the obligation to indemnify the Agent as provided therein.

(e) On the effective date of this Amendment, (i) the Lenders shall fund so much of the increase of the Commitment to Agent as is necessary in order that the outstanding principal balance of the Loans prior to the effectiveness of this Amendment shall be reallocated among the Lenders such that the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage of the Outstanding Loans (as in effect after the effectiveness of this Amendment), and (ii) those Lenders whose Commitment is increasing (including the New Lender) shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders whose Commitment is decreasing as necessary to accomplish the required reallocation of the Outstanding Loans.

4. References to Credit Agreement . All references in the Loan Documents to the Credit Agreement shall be deemed a reference to the Credit Agreement, as modified and amended herein.

5. Acknowledgment of Borrower . Borrower hereby acknowledges, represents and agrees that the Loan Documents (including the new Notes delivered pursuant hereto) as modified and amended herein, remain in full force and effect and constitute the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, and that the execution and delivery of this Amendment does not constitute, and shall not be deemed to constitute, a release, waiver or satisfaction of Borrower’s obligations under the Loan Documents.

6. Representations and Warranties . Borrower represents and warrants to Agent and the Lenders as follows:

(a) Authorization . The execution, delivery and performance of this Amendment and the other documents executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower, (ii) have been duly authorized by all necessary proceedings on the part of the Borrower, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, the Borrower or any of its properties or to which the Borrower is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of the Borrower.

(b) Enforceability . This Amendment and the other documents executed in connection herewith are the valid and legally binding obligations of Borrower enforceable in accordance

with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.

(c) Approvals . The execution, delivery and performance of this Amendment and the transactions contemplated hereby do not require the approval or consent of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained and any disclosure filings with the SEC as may be required with respect to this Amendment.

(d) Reaffirmation . Borrower reaffirms and restates as of the date hereof each and every representation and warranty made by the Borrower and its Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date.

7. No Default . By execution hereof, the Borrower certifies that as of the date of this Amendment and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

8. Waiver of Claims . Borrower acknowledges, represents and agrees that Borrower has no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever arising on or before the date hereof with respect to the Loan Documents, the administration or funding of the Loan or with respect to any acts or omissions of Agent or any Lender, or any past or present officers, agents or employees of Agent or any Lender pursuant to or relating to the Loan Documents, and Borrower does hereby expressly waive, release and relinquish any and all such defenses, setoffs, claims, counterclaims and causes of action arising on or before the date hereof, if any.

9. Ratification . Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify and confirm the Loan Documents as modified and amended herein. Nothing in this Amendment or any other document delivered in connection herewith shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower under the Loan Documents.

10. Effective Date . The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance reasonably satisfactory to the Agent:

(a) A counterpart of this Amendment duly executed by the Borrower, the Required Lenders, the New Lender and Agent;

(b) An opinion of counsel to the Borrower addressed to the Agent and the Lenders covering such matters as the Agent may reasonably request;

(c) A Revolving Credit Note duly executed by the Borrower in favor of New Lender and the Existing Modifying Lenders in the amount set forth next to such Lender’s name on Schedule 1.1 attached hereto, and a new Swing Loan Note to the Swing Loan Lender in the amount of the increased Swing Loan Commitment;

(d) Evidence that the Borrower shall have paid all fees due and payable with respect to this Amendment; and

(e) Such other amendments, certificates, documents, instruments, title endorsements and agreements as the Agent may reasonably request.

The Borrower will pay the reasonable fees and expenses of Agent in connection with this Amendment and the transactions contemplated hereby in accordance with §15 of the Credit Agreement.

11. Amendment as Loan Document . This Amendment shall constitute a Loan Document.

12. Counterparts . This Amendment may be executed in any number of counterparts which shall together constitute but one and the same agreement.

13. MISCELLANEOUS . THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.

[SIGNATURES CONTAINED ON THE FOLLOWING PAGES]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be executed under seal by its duly authorized representatives as of the date first set forth above.


BORROWER :

MID-AMERICA APARTMENTS, L.P. , a Tennessee limited partnership

By:	Mid-America Apartment Communities, Inc., a Tennessee corporation, its sole general partner

	By:	/s/ Andrew Schaeffer
		Andrew Schaeffer
		Senior Vice President and Treasurer

		(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016]


AGENT AND LENDERS :

KEYBANK NATIONAL ASSOCIATION , individually and as Agent

By:		/s/ Tayven Hike
Name:		Tayven Hike
Title:		Vice President

		(SEAL)



WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ Brandon H. Barry
Name:		Brandon H. Barry
Title:		Vice President

		(SEAL)



REGIONS BANK

By:		/s/ T. Barrett Vawter
Name:		T. Barrett Vawter
Title:		Vice President

		(SEAL)



JPMORGAN CHASE BANK, N.A. , a national banking association

By:		/s/ Chiara Carter
Name:		Chiara Carter
Title:		Executive Director

		(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016]



BANK OF MONTREAL, CHICAGO BRANCH

By:		/s/ Michael L. Kauffman
Name:		Michael L. Kauffman
Title:		Managing Director

		(SEAL)



FIFTH THIRD BANK , an Ohio Banking Corporation

By:		/s/ Michael P. Perillo
Name:		Michael P. Perillo
Title:		Vice President

		(SEAL)



PNC BANK, NATIONAL ASSOCIATION

By:		/s/ Eric W. Staton
Name:		Eric W. Staton
Title:		Vice President

		(SEAL)



FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By:		/s/ Kevin Briske
Name:		Kevin Briske
Title:		Vice President

		(SEAL)



CITIBANK, N.A.

By:		/s/ John C. Rowland
Name:		John C. Rowland
Title:		Vice President

		(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016]



U.S. BANK NATIONAL ASSOCIATION

By:		/s/ J. Lee Hord
Name:		J. Lee Hord
Title:		Senior Vice President

		(SEAL)



BRANCH BANKING AND TRUST COMPANY

By:		/s/ Brad Bowen
Name:		Brad Bowen
Title:		Senior Vice President

		(SEAL)



CAPITAL ONE, N.A.

By:		/s/ Frederick H. Denecke
Name:		Frederick H. Denecke
Title:		Senior Vice President

		(SEAL)



SYNOVUS BANK

By:		/s/ David W. Bowman
Name:		David W. Bowman
Title:		Director

		(SEAL)



SUNTRUST BANK

By:		/s/ Alexander Rownd
Name:		Alexander Rownd
Title:		Vice President

		(SEAL)



MIZUHO BANK, LTD.

By:		/s/ John Davies
Name:		John Davies
Title:		Authorized Signatory

		(SEAL)

[SIGNATURES CONTINUE ON FOLLOWING PAGE

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016]



TD BANK NA

By:		/s/ Michael Duganich
Name:		Michael Duganich
Title:		Vice President

		(SEAL)

Notice Address:

TD Bank NA

6000 Atrium Way

Mt. Laurel, New Jersey 08054

Attention: Michael Duganich

[Signature Page to First Amendment to Second Amended and Restated Credit Agreement – KeyBank/Mid-America 2016]

SCHEDULE 1.1

LENDERS AND COMMITMENTS


Name and Address	Commitment	Commitment Percentage
KeyBank National Association 1200 Abernathy Road, N.E., Suite 1550 Atlanta, Georgia 30328 Attention: Tayven Hike Email: Tayven_Hike@KeyBank.com	$85,000,000.00	8.50%
LIBOR Lending Office Same as Above
JPMorgan Chase Bank, N.A. 383 Madison Avenue, 24th Floor New York, New York 10179 Attention: Jason Guan Email: jason.guan@jpmorgan.com	$85,000,000.00	8.50%
LIBOR Lending Office Same as Above
Wells Fargo Bank, National Association 10 S. Wacker Drive, 32nd Floor Chicago, Illinois 60606 Attention: Brandon Barry Email: brandon.barry@wellsfargo.com	$85,000,000.00	8.50%
LIBOR Lending Office Same as Above
PNC Bank, National Association 500 First Avenue (P7-PFSC-04-V) Pittsburgh, PA 15219 Attention: Andy White Email: andrew.white@pnc.com	$80,000,000.00	8.00%
LIBOR Lending Office Same as Above
U.S. Bank National Association 1100 Abernathy Road, #1250 Atlanta, GA 30328 Attention: Lee Hord Email: lee.hord@usbank.com	$80,000,000.00	8.00%
LIBOR Lending Office Same as Above

SCHEDULE 1.1 - Page 1


Name and Address	Commitment	Commitment Percentage
Citibank, N.A. 390 Greenwich Street, 7th Floor New York, NY 10013 Attention: David Bouton Email: david.bouton@citi.com	$65,000,000.00	6.50%
LIBOR Lending Office Same as Above
Fifth Third Bank, an Ohio Banking Corporation 222 S. Riverside Plaza, 30th Floor Chicago, IL 60606 Attention: Mick Perillo Email: Michael.Perillo@53.com	$65,000,000.00	6.50%
LIBOR Lending Office Same as Above
Mizuho Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attention: Snehit Shetty Email: Snehit.Shetty@mizuhocbus.com	$65,000,000.00	6.50%
LIBOR Lending Office Same as Above
Regions Bank 1900 Fifth Avenue North, 15th Floor Birmingham, AL 35203 Attention: Barrett Vawter Email: Barrett.Vawter@regions.com	$65,000,000.00	6.50%
LIBOR Lending Office Same as Above
SunTrust Bank 303 Peachtree Street, N.E. Suite 2200 Atlanta, GA 30308 Attention: Francine Glandt Email: Francine.Glandt@SunTrust.com	$65,000,000.00	6.50%
LIBOR Lending Office: Same as Above

SCHEDULE 1.1 - Page 2


Name and Address	Commitment	Commitment Percentage
Bank of Montreal, Chicago Branch 100 High Street, 26th Floor Chicago, IL 60603 Attention: Lloyd Baron Email: Lloyd.Baron@bmo.com	$60,000,000.00	6.00%
LIBOR Lending Office: Same as Above
Branch Banking & Trust Company 200 West Second Street, 16 ^th Floor Winston-Salem, NC 27101 Attention: Brad Bowen Email: BBowen@bbandt.com	$50,000,000.00	5.00%
LIBOR Lending Office Same as Above
Capital One, N.A. 1680 Capital One Drive, 10 ^th Floor McLean, VA 22102 Attention: Jessica Schneickert Email: Jessica.Schneikert@capitalone.com	$50,000,000.00	5.00%
LIBOR Lending Office Same as Above
TD Bank NA 6000 Atrium Way Mt. Laurel, New Jersey 08054 Attention: Michael Duganich Email: Michael.Duganich@td.com	$50,000,000.00	5.00%
LIBOR Lending Office Same as Above
First Tennessee Bank National Association 165 Madison Avenue, 10 ^th Floor Memphis, TN 38103 Attention: Kevin Briske Email: KMBriske@firsttennessee.com	$35,000,000.00	3.50%
LIBOR Lending Office Same as Above

SCHEDULE 1.1 - Page 3


Name and Address	Commitment	Commitment Percentage
Synovus Bank 800 Shades Creek Parkway Birmingham, AL 35209 Attention: David Bowman Email: DAVIDBOWMAN@synovus.com	$15,000,000.00	1.50%
LIBOR Lending Office Same as Above
Total	$1,000,000,000.00	100.00%

*Percentages may not equal 100% due to rounding.

SCHEDULE 1.1 - Page 4

Exhibit 10.2

MID-AMERICA APARTMENT COMMUNITIES, INC.

INDEMNIFICATION AGREEMENT

This Agreement made and entered into this day of , (the “Agreement”), by and between Mid-America Apartment Communities, Inc., a Tennessee corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and (the “Indemnitee”):

WHEREAS, it is essential to the Company that it be able to retain and attract as officers and directors the most capable persons available;

WHEREAS, increased corporate litigation has subjected officers and directors to litigation risks and expenses, and the limitations on the availability and effectiveness of directors and officers liability insurance have made it more important for the Company to provide effective indemnification in order to attract and retain such persons;

WHEREAS, the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee’s rights to full indemnification against litigation risks and expenses to the fullest extent permitted by law (regardless, among other things, of any amendment to or of the Company’s Charter or any change in the ownership of the Company or the composition of its Board of Directors); and

WHEREAS, Indemnitee is relying upon the rights afforded under this Agreement in continuing as an officer and/or director of the Company.

NOW, THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions.

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as an officer or director of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee, or agent of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(a) , if Indemnitee is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary, Indemnitee shall be deemed to be serving at the request of the Company.

(b) “Entity” shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity.

(c) “Expenses” shall mean all reasonable fees, costs and expenses incurred by Indemnitee in connection with any Proceeding (as defined below), including, without limitation, attorneys’ fees, disbursements and retainers (including, without limitation, any

such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 9 and 10(c) of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.

(d) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have the meanings ascribed to those terms in Section 2(a) below.

(e) “Liabilities” shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.

(f) “Proceeding” shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, informal inquiry by a government agency, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 9 of this Agreement to enforce Indemnitee’s rights hereunder.

(g) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity.

2. Agreement to Indemnify . The Company agrees to indemnify Indemnitee as follows:

(a) Proceedings Other Than By or In the Right of the Company . Subject to the exceptions contained in Section 3(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than a Proceeding by or in the right of the Company) by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).

(b) Proceedings By or In the Right of the Company . Subject to the exceptions contained in Section 3(b) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.

(c) Presumption Regarding Standard of Care . In making any determination required to be made under Tennessee law with respect to entitlement to indemnification hereunder, there shall be a rebuttable presumption that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 4 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

3. Exceptions to Indemnification . Indemnitee shall be entitled to indemnification under Sections 2(a) and 2(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee’s claim for indemnification has arisen, as follows:

(a) Proceedings Other Than By or In the Right of the Company . If indemnification is requested under Section 2(a) in a Proceeding other than by or in the right of the Company and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee (i) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (ii) failed to act in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (iii) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (iv) improperly received a personal benefit; (v) breached his or her duty of loyalty to the Company or its shareholders; or (vi) is liable under Tennessee Code Annotated § 48-18-304, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder with respect thereto.

(b) Proceedings By or In the Right of the Company . If indemnification is requested under Section 2(b) in a Proceeding by or in the right of the Company and

(i) it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee (A) engaged in actions or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (B) failed to act in a manner Indemnitee reasonably believed to be in the best interests of the Company in the case of conduct in the Indemnitee’s official capacity with the Company or at least reasonably believed to be not opposed to the best interests of the Company in all other cases; (C) with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful; (D) improperly received a personal benefit; (E) breached his or her duty of loyalty to the Company or its shareholders; or (F) is liable under Tennessee Code Annotated § 48-18-304, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) with respect thereto; or

(ii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder with respect to such claim, issue or matter; or

(iii) it has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and amendments thereto or similar provisions of any federal, state or local statutory law, or if the Indemnitee agrees by way of settlement or otherwise to pay any or all of such profits to the Company, Indemnitee shall not be entitled to payment of Indemnifiable Expenses (or any other Indemnifiable Amounts) hereunder.

(c) Insurance Proceeds . To the extent payment is actually made to the Indemnitee under a valid and collectible insurance policy in respect of Indemnifiable Amounts in connection with such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder except in respect of any excess beyond the amount of payment under such insurance.

4. Procedure for Payment of Indemnifiable Amounts . Following the final resolution, without any right of appeal, of a Proceeding, Indemnitee shall submit to the Company a written request specifying the Indemnifiable Amounts, if any, for which Indemnitee seeks payment under Section 2 of this Agreement and the basis for the claim, and affirming the Indemnitee’s good faith belief that he has met the standard of conduct required under Tennessee law to be eligible to receive indemnification. The Company shall pay such Indemnifiable Amounts to which Indemnitee is entitled to Indemnitee within sixty (60) calendar days of receipt of the request. At the request of the Company, Indemnitee shall promptly furnish such documentation and information as are reasonably available to Indemnitee and necessary to establish that Indemnitee is entitled to indemnification hereunder.

5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the final termination without any right of appeal of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement (except a settlement as provided in Section 3(b)(iii) hereof), judgment, order or otherwise, shall be deemed to be a successful result as to such claim, issue or matter.

Nothing in this Section 5 shall be construed to limit any indemnification or indemnifiable amounts to which Indemnitee is otherwise entitled pursuant to this Agreement or otherwise.

6. Effect of Certain Resolutions . Neither the settlement or termination of any Proceeding nor the failure of the Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination of any Proceeding by judgment, order, or conviction, except as pursuant to Section 3 hereof, or by settlement or upon a plea of nolo contendere or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee’s action was unlawful.

7. Agreement to Advance Expenses; Undertaking . The Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s Corporate Status within thirty (30) calendar days after the receipt by the Company of a written statement from Indemnitee in accordance with Section 8 hereof requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. To the extent required by Tennessee law, Indemnitee hereby undertakes to repay any and all of the amount of Expenses advanced to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement or applicable law to indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee.

8. Procedure for Advance Payment of Expenses . Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 7 of this Agreement, together with documentation evidencing that Indemnitee has incurred such Indemnifiable Expenses, and affirming the Indemnitee’s good faith belief that he has met the standard of conduct required under Tennessee Law to be eligible to receive indemnification.

9. Remedies of Indemnitee .

(a) Right to Petition Court . In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 2 and 4 above or a request for an advancement of Indemnifiable Expenses under Sections 7 and 8 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Tennessee Courts (as defined in Section 21 herein) to enforce the Company’s obligations under this Agreement.

(b) Burden of Proof . In any judicial Proceeding brought under Section 9(a) above, the Company shall have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.

(c) Expenses . The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any Proceeding brought by Indemnitee under Section 9(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such Proceeding.

(d) Failure to Act Not a Defense . The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any Proceeding brought under Section 9(a) above, and shall not create a presumption that such payment or advancement is not permissible.

10. Defense of the Underlying Proceeding .

(a) Notice by Indemnitee . Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint, indictment, information, notice, request or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive payments of Indemnifiable Amounts or advancements of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding or to obtain proceeds under any insurance policy is materially and adversely prejudiced thereby, except to the extent the Company is thereby actually prejudiced.

(b) Defense by Company . Subject to the provisions of the last sentence of this Section 10(b) and of Section 10(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however, that the Company shall notify Indemnitee of any such decision to defend within fifteen (15) calendar days of receipt of notice of any such Proceeding under Section 10(a) above. The Company shall not, without the prior written consent of Indemnitee, which shall not be unreasonably withheld or delayed, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which includes an admission of fault of Indemnitee. In connection with any partial or whole release of the Company from liability in respect of a Proceeding, the indemnification or indemnifiable amounts to which the Indemnitee is otherwise entitled pursuant to this Agreement or otherwise shall remain in full force and effect, and any such partial release shall not prejudice any potential rights of contribution of the Indemnitee against the Company or any third party. In connection with any partial release of the Indemnitee from liability in respect of a Proceeding, the indemnification or indemnifiable amounts to which the Indemnitee is otherwise entitled pursuant to this Agreement or otherwise with respect to such unreleased liability shall remain in full force and effect, and any such partial release shall not prejudice any potential rights of contribution of the Company against the Indemnitee or any third party. This Section 10(b) shall not apply to a Proceeding brought by Indemnitee under Section 9(a)

above or pursuant to Section 18 below. The Indemnitee shall not intentionally agree to any settlement or make any admission that would be adverse to the Company or in any other way materially prejudice the Company in any Proceeding as to which indemnification is available hereunder or which is being defended by the Company without the prior written consent of the Company, which shall not be unreasonably withheld or delayed. The Indemnitee shall not intentionally incur any Expense or Liability, other than reasonable Expenses or Liabilities incurred in connection with the exercise of the Indemnitee’s rights under Section 10(c) of this Agreement, without the prior written consent of the Company, which shall not be unreasonably withheld or delayed.

(c) Indemnitee’s Right to Counsel . Notwithstanding the provisions of Section 10(b) above, if in a Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status, (i) Indemnitee has significant separate defenses or counterclaims to assert with respect to any issue which are not consistent with the position of the Company in such Proceeding, (ii) an actual or apparent conflict of interest or potential conflict of interest exists between Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such Proceeding in a timely manner, all such Indemnitees shall be entitled to be represented by one separate legal counsel of their choice at the expense of the Company, provided that where representation of the Indemnitees by one separate legal counsel may result in a conflict of interest, each of the Indemnitees shall be entitled to be represented by separate legal counsel of their choice at the expense of the Company, provided further that any such separate legal counsel employed by an Indemnitee pursuant to this Section 10(c) be reasonably acceptable to the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any affiliate or successor of the Company takes any action to declare this Agreement void or unenforceable, or institutes any Proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.

11. Representations and Warranties of the Company . The Company hereby represents and warrants to Indemnitee as follows:

(a) Authority . The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement to the fullest extent permitted by law, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.

(b) Enforceability . This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms to the fullest extent permitted by law, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.

12. Insurance . The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of director and officer liability insurance or similar insurance with a reputable insurance company providing the Indemnitee with coverage for losses from wrongful acts in connection with such Indemnitee’s service as a director, officer or any other Corporate Status, and to ensure the Company’s performance of its indemnification obligations under this Agreement. For so long as Indemnitee shall serve in a Corporate Status with the Company, and if such Indemnitee is no longer serving in a Corporate Status with the Company with respect to any such prior service in such Corporate Status with the Company, in all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s officers and directors. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company shall promptly notify Indemnitee of any good faith determination not to provide or eliminate or reduce such coverage.

13. Contract Rights Not Exclusive . The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company’s Charter or Bylaws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity as a result of Indemnitee’s Corporate Status.

14. Successors . This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status.

15. Subrogation . In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

16. Change in Law . To the extent that a change in Tennessee law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of the Charter or this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.

17. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties.

18. Indemnitee as Plaintiff . Except as provided in Section 9(c) of this Agreement and in the next sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any Entity which it controls, any then current or former director, officer or employee thereof, or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. This Section 18 shall not apply to counterclaims or affirmative defenses asserted by Indemnitee in any Proceeding brought against Indemnitee.

19. Modifications and Waiver . Except as provided in Section 16 above with respect to changes in Tennessee law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

20. General Notices . All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

If to Indemnitee, to:

If to the Company, to:

Mid-America Apartment Communities, Inc.

6584 Poplar Avenue, Suite 300

Memphis, Tennessee 38117

or to such other address as may have been furnished in the same manner by any party to the others.

21. Governing Law; Consent to Jurisdiction; Service of Process . This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without regard to its rules of conflict of laws. For the purposes of this Agreement only, each of the Company and the Indemnitee hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state courts of the State of Tennessee and the courts of the United States of America located in the State of Tennessee (collectively, the “Tennessee Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Tennessee Courts and agrees not to plead or claim in any Tennessee Court that such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees, for the purposes of this Agreement only (a) to the extent such party is not otherwise subject to service of process in the State of Tennessee, to appoint and maintain an agent in the State of Tennessee as such party’s agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of Tennessee.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


THE COMPANY:
MID-AMERICA APARTMENT COMMUNITIES, INC.

By:
Name:
Title:


INDEMNITEE:


Name:

Exhibit 99.1

LOGO

PRESS RELEASE

December 1, 2016

MAA and Post complete merger

MEMPHIS, TN, and ATLANTA, GA, December 1, 201 6 /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.

“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 .


CONTACT:		MAA Investor Relations
		Tim Argo, Senior Vice President, Finance
		866-576-9689
		investor.relations@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.