Item 8.01. Other Events.
On November 4, 2021,
Mid-America
Apartment Communities, Inc. (the "Company") and
Mid-America
Apartments, L.P. (the "Operating Partnership") entered into an Equity
Distribution Agreement (the "Distribution Agreement") with Citigroup Global
Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets
Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC (collectively,
the "Managers") and Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National
Association, KeyBanc Capital Markets Inc., Truist Bank and Wells Fargo Bank,
National Association (collectively, the "Forward Purchasers") in connection with
the commencement of a new
at-the-market
equity offering program (the "ATM Program"). Pursuant to the terms and
conditions of the Distribution Agreement, the Company may, from time to time,
issue and sell through or to the Managers, as sales agents and/or principals or
as forward sellers, as agents for the Forward Purchasers, up to 4,000,000 shares
of its common stock, par value $0.01 per share (the "Shares").
The ATM Program replaces the Company's prior at-the-market program, and along
with the previously disclosed 4,000,000 share repurchase program, provides the
Company with additional tools to manage its balance sheet and capital structure.
Sales through the Managers as Sales Agents
Sales of the Shares, if any, under the Distribution Agreement through the
Managers acting as sales agents, may be made in transactions that are deemed to
be
"at-the-market
offerings" as defined in Rule 415 under the Securities Act of 1933, as amended,
including (1) by means of ordinary brokers' transactions on the New York Stock
Exchange at market prices prevailing at the time of sale, in negotiated
transactions or as otherwise agreed by the Company, the applicable Manager and
the applicable investor, (2) to or through any market maker or (3) on or through
any other national securities exchange or facility thereof, trading facility of
a securities association or national securities exchange, alternative trading
system, electronic communication network or other similar market venue. The
Company has no obligation to sell any of the Shares and may at any time suspend
offers under the Distribution Agreement. The actual sale of Shares under the ATM
Program will depend on a variety of factors to be determined by the Company from
time to time, including, among other things, market conditions, the trading
price of the Company's common stock, capital needs and determinations by the
Company of the appropriate sources of funding for the Company.
The Company will pay the Managers an aggregate fee that will not exceed, but may
be lower than, 2% of the gross sales price of the Shares sold through them
acting as sales agents. Under the terms of the Distribution Agreement, the
Company also may sell Shares (i) to each of the Managers, as principal, pursuant
to a separate terms agreement, or (ii) in connection with one or more
Confirmations (as defined below).
Forward Sales
Under the Distribution Agreement, in addition to the issuance and sale of Shares
by the Company through the Managers acting as sales agents, the Company also may
enter into separate forward sale agreements (each, a "Confirmation" and,
collectively, the "Confirmations") with the Forward Purchasers, the form of
which is filed as Exhibit 99.1 hereto. In connection with any particular
Confirmation, the relevant Forward Purchasers will, at the Company's request,
borrow from third parties and, through the relevant Manager, acting in its role
as forward seller, sell a number of shares of the Company's common stock equal
to the number of shares underlying the particular Confirmation.
The Company will not receive any proceeds from any sale of borrowed Shares by a
forward seller. The Company currently expects to fully physically settle each
Confirmation with the relevant Forward Purchaser on one or more dates specified
by the Company on or prior to the maturity date of that particular Confirmation,
in which case the Company will expect to receive aggregate net cash proceeds at
settlement equal to the number of Shares underlying the particular Confirmation
multiplied by the relevant forward sale price. However, subject to certain
exceptions, the Company may also elect, in its discretion, to cash settle or net
share settle a particular Confirmation, in which case the Company may not
receive any proceeds (in the case of cash settlement) or will not receive any
proceeds (in the case of net share settlement), and the Company may owe cash (in
the case of cash settlement) or Shares (in the case of net share settlement) to
the relevant Forward Purchaser.
The Shares will be offered pursuant to the Company's and the Operating
Partnership's shelf registration statement on Form
S-3
(File
No. 333-258271
and Registration
No. 333-258271-01,
respectively), which became effective upon filing with the Securities and
Exchange Commission (the "SEC") on July 29, 2021 (the "Shelf

--------------------------------------------------------------------------------


Registration Statement"), and a prospectus supplement relating to the Shares
that was filed with the SEC on November 4, 2021. This Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer to buy the
Shares nor shall there be any sale of the Shares in any state in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
The foregoing description of the Distribution Agreement and the form of
Confirmation are qualified in their entirety by the full text of the
Distribution Agreement and the form of Confirmation, which are being filed as
Exhibit 1.1 and Exhibit 99.1, 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 No.                            Description of Exhibit

1.1                 Equity Distribution Agreement, dated November 4, 2021, by and
                  among Mid-America Apartment Communities, Inc., Mid-America
                  Apartments, L.P., the Managers and the Forward Purchasers.

5.1                 Opinion of Bass, Berry & Sims PLC

23.1                Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)

99.1                Form of Confirmation

104               Cover Page Interactive Data File (formatted in Inline eXtensible
                  Business Reporting Language)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses