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): October 16, 2013
MID-AMERICA APARTMENT COMMUNITIES, INC.
MID-AMERICA APARTMENTS, L.P.
(Exact name of registrant as specified in its charter)
| Tennessee Tennessee |
001-12762 333-190028-01 |
62-1543819 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) |
(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):
| ¨ | 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. |
On October 16, 2013, Mid-America Apartments, L.P. (the “Operating Partnership”) issued and sold $350,000,000 in aggregate principal amount of its 4.300% Senior Notes due 2023 (the “Notes”). The terms of the Notes are governed by an indenture, dated as of October 16, 2013 (the “Base Indenture”), among the Operating Partnership, as issuer, Mid-America Apartment Communities, Inc. (the “Company”), and U.S. Bank National Association, as trustee, as amended and supplemented by a first supplemental indenture, dated as of October 16, 2013 (the “Supplemental Indenture”), among the Operating Partnership, as issuer, the Company and U.S. Bank National Association, as trustee.
The foregoing descriptions of the Notes, Base Indenture and Supplemental Indenture do not purport to be complete and are qualified in their entirety by the full text of the Base Indenture and Supplemental Indenture establishing the terms of the Notes, which are being filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 4.1 | Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association. | |
| 4.2 | First Supplemental Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 4.300% Senior Notes due 2023. | |
| 5.1 | Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. regarding legality | |
| 23.1 | Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included as part of Exhibit 5.1) | |
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.
| Date: October 16, 2013 | 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: October 16, 2013 | MID-AMERICA APARTMENTS, L.P. | |||||
| By: | Mid-America Apartment Communities, Inc., its general partner | |||||
| 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 |
Description of Exhibit | |
| 4.1 | Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association. | |
| 4.2 | First Supplemental Indenture, dated as of October 16, 2013, among Mid-America Apartments, L.P., Mid-America Apartment Communities, Inc. and U.S. Bank National Association, including the form of 4.300% Senior Notes due 2023. | |
| 5.1 | Opinion of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. regarding legality | |
| 23.1 | Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. (included as part of Exhibit 5.1) | |