MAA Reports Capital Structure Change on Jan 4

TL;DR

**MAA just changed its authorized capital structure, watch for potential equity moves.**

AI Summary

MID-AMERICA APARTMENT COMMUNITIES, INC. (MAA) filed an 8-K on January 10, 2024, reporting an event that occurred on January 4, 2024. This filing, under Item 8.01 "Other Events," indicates a change in the authorized capital structure, specifically regarding its Common Stock, Limited Partner interests, and Cumulative Preferred Stock. While the filing doesn't detail the exact nature of the change, it signals a potential adjustment in the company's ability to issue or manage its equity, which could impact future financing or shareholder dilution for investors.

Why It Matters

Changes in a company's authorized capital can signal future equity offerings, share buybacks, or other strategic financial moves, directly impacting shareholder value and ownership percentages.

Risk Assessment

Risk Level: medium — The filing indicates a change in authorized capital but lacks specific details, creating uncertainty about potential dilution or financing strategies.

Analyst Insight

Investors should monitor future filings and company announcements for specific details regarding the nature and implications of these capital structure changes, as they could affect share count and potential dilution.

Key Players & Entities

• MID-AMERICA APARTMENT COMMUNITIES, INC. (company) — registrant of the 8-K filing
• MID-AMERICA APARTMENTS, L.P. (company) — co-registrant of the 8-K filing
• January 4, 2024 (date) — date of the earliest event reported
• January 10, 2024 (date) — date of the 8-K filing
• Common Stock (other) — type of security mentioned in the capital structure change
• Limited Partner (other) — type of interest mentioned in the capital structure change
• Cumulative Preferred Stock (other) — type of security mentioned in the capital structure change

Forward-Looking Statements

• MAA will provide more specific details about the capital structure changes in a subsequent filing or earnings call. (MID-AMERICA APARTMENT COMMUNITIES, INC.) — medium confidence, target: Q1 2024 Earnings Call
• The change in authorized capital could precede a new equity offering to fund future acquisitions or development projects. (MID-AMERICA APARTMENT COMMUNITIES, INC.) — low confidence, target: Next 6-12 months

FAQ

Key Financial Figures

• $350 million — ffering by the Operating Partnership of $350 million aggregate principal amount of the Opera

Filing Documents

• d865882d8k.htm (8-K) — 48KB
• d865882dex11.htm (EX-1.1) — 166KB
• d865882dex42.htm (EX-4.2) — 134KB
• d865882dex51.htm (EX-5.1) — 11KB
• g865882gdsp35.jpg (GRAPHIC) — 3KB
• 0001193125-24-005931.txt ( ) — 598KB
• maa-20240110.xsd (EX-101.SCH) — 4KB
• maa-20240110_cal.xml (EX-101.CAL) — 1KB
• maa-20240110_def.xml (EX-101.DEF) — 15KB
• maa-20240110_lab.xml (EX-101.LAB) — 19KB
• maa-20240110_pre.xml (EX-101.PRE) — 15KB
• d865882d8k_htm.xml (XML) — 6KB

01

Item 8.01. Other Events. On January 4, 2024, Mid-America Apartments, L.P. (the "Operating Partnership") entered into an underwriting agreement (the "Underwriting Agreement") with Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed on Schedule 1 attached to the Underwriting Agreement, in connection with the public offering by the Operating Partnership of $350 million aggregate principal amount of the Operating Partnership's 5.000% Senior Notes due 2034 (the "Notes"). On January 10, 2024, the Operating Partnership issued and sold the Notes. The terms of t he Notes are governed by an indenture dated as of May 9, 2017 between the Operating Partnership and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as amended and supplemented by a seventh supplemental indenture dated as of January 10, 2024 (the "Supplemental Indenture") between the Operating Partnership and the Trustee. The Notes bear interest at 5.000% per annum. Interest is payable semi-annually in arrears on each March 15 and September 15, commencing on September 15, 2024. The Notes will mature on March 15, 2034. At any time prior to December 15, 2033 (three months prior to the maturity date of the Notes), the Operating Partnership will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, by paying a "make-whole" premium, plus accrued and unpaid interest to, but not including, the date of redemption. In addition, on or after December 15, 2033, the Operating Partnership will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description of Exhibit 1.1 Underwriting Agreement, dated January 4, 2024, by and among Mid-America Apartments, L.P. and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed on Schedule 1 thereto 4.1 Indenture, dated as of May 9, 2017, by and between Mid-America Apartments, L.P. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed on May 9, 2017 and incorporated herein by reference) 4.2 Seventh Supplemental Indenture, dated as of January 10, 2024, by and between Mid-America Apartments, L.P. and U.S. Bank Trust Company, National Association 5.1 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) 104 Cover Page Interactive Data File (formatted in Inline eXtensible Business Reporting Language)

SIGNATURES

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. MID-AMERICA APARTMENT COMMUNITIES, INC. Date: January 10, 2024 By: /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer) MID-AMERICA APARTMENTS, L.P. Date: January 10, 2024 By: Mid-America Apartment Communities, Inc., its general partner By: /s/ Albert M. Campbell, III Albert M. Campbell, III Executive Vice President and Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR