Item 8.01. Other Events.
On August 2, 2021,
Mid-America
Apartment Communities, Inc. (the "Company") entered into (i) an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC, in their capacities as underwriters, (the
"Underwriters"), and JPMorgan Chase Bank, National Association ("JPMC") and
Wells Fargo Bank, National Association ("Wells Fargo"), in their capacities as
forward purchasers (together, the "Forward Purchasers"); and J.P. Morgan
Securities LLC (in its capacity as an agent of JPMC) and Wells Fargo Securities,
LLC (in its capacity as an agent of Wells Fargo), in their capacities as forward
sellers; and (ii) letter agreements, each dated as of August 2, 2021 (each a
"Confirmation," and together, the "Confirmations") by and between the Company
and each of the Forward Purchasers, relating to the forward issuance and sale of
1,100,000 shares of the Company's common stock (the "Shares"). The initial
forward price under the Confirmations is $190.56 per Share. The sale of Shares
closed on August 5, 2021.
Pursuant to the Underwriting Agreement, subject to certain exceptions, the
Company has agreed not to sell or otherwise dispose of any shares of common
stock for a period ending 30 calendar days after the date of the final
prospectus relating to the offering of the Shares without first obtaining the
written consent of the Underwriters.
The Shares were offered pursuant to an effective shelf registration statement on
Form
S-3
on file with the Securities and Exchange Commission. The foregoing descriptions
of the Underwriting Agreement and Confirmations are qualified in their entirety
by the full text of the Underwriting Agreement, which is being filed as Exhibit
1.1 to this Current Report on Form
8-K,
and the Confirmations, which are being filed as Exhibit 1.2 and 1.3,
respectively, to this Current Report on Form
8-K,
and which are incorporated herein by reference
Bass, Berry & Sims PLC, as counsel to the Company, has issued its opinion with
respect to the legality of the Shares, which opinion is attached hereto and
incorporated herein by reference as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
.

Exhibit No.       Description of Exhibit

1.1                 Underwriting Agreement, dated August 2, 2021, by and among
                  Mid-America Apartments, L.P., Mid-America Apartment Communities,
                  Inc. and J.P. Morgan Securities LLC and Wells Fargo Securities,
                  LLC, as representatives of the several underwriters listed on
                  Schedule I thereto.

1.2                 Letter Agreement, dated August 2, 2021, by and between
                  Mid-America Apartment Communities, Inc. and JPMorgan Chase Bank,
                  National Association.

1.3                 Letter Agreement, dated August 2, 2021, by and between
                  Mid-America Apartment Communities, Inc. and Wells Fargo Bank,
                  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)

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