Mid-America Apartment Communities Inc. (NYSE:MAA) entered into a definitive merger agreement to acquire Post Properties Inc. (NYSE:PPS) for $4 billion on August 15, 2016. Under the terms of the agreement, each share of Post common stock will be converted into 0.71 shares of newly issued MAA common stock. Each preference stock will be converted into one newly-issued share of 8.50% Series I Cumulative Redeemable Preferred Stock of MAA. Post Options will be exercisable for a number of shares of MAA common stock and at an exercise price based on the exchange ratio and restricted share awards will receive the merger consideration. On a pro forma basis, following the merger, former MAA equity holders will hold approximately 67.7% of the combined company's equity, and former Post equity holders will hold approximately 32.3%. The all-stock merger is intended to be a tax-deferred transaction. Upon completion of the merger, the company will retain the MAA name and will trade under the ticker symbol MAA (NYSE). Following the closing of the transaction, the combined company's corporate headquarters will be located in Memphis with the company also maintaining a significant presence in Atlanta and Dallas, including management and resources supporting new development operations. In the event of termination, Post may be required to pay to MAA a termination fee of $117 million, and MAA may be required to pay to Post a termination fee of $245 million. The termination fee payable by Post to MAA will be $58.5 million, and the termination fee payable by MAA to Post will be $122.5 million, if the merger agreement is terminated under specified circumstances during the period beginning on August 15, 2016 and ending on the later of (i) September 14, 2016 and (ii) one business day after the end of certain “matching rights” periods. The number of directors on MAA's Board of Directors will be increased to 13, of which 3 directors will be designated by Post from its existing Board of Directors and appointed to the MAA Board. H. Eric Bolton, Jr., MAA's CEO and Chairman of the Board of Directors, will serve as Chief Executive Officer and Chairman of the Board of Directors of the combined company. Alan B. Graf, Jr. will continue to serve as Lead Independent Director for the combined company. The transaction is subject to customary closing conditions, including receipt of the approval of a majority of both the MAA and Post shareholders. Both the Board of Directors of MAA and Board of Directors of Post have unanimously approved the merger. In Addition, a majority of MAA’s common shareholders must approve an amendment to MAA’s charter to increase the number of authorized shares of MAA common stock. MAA and Post Properties currently expect the transaction to close during the fourth quarter of 2016. As of November 1, 2016, assuming the affirmative vote of shareholders of both companies, the merger is currently scheduled to close on December 1, 2016. As of November 10, 2016, the shareholders of both companies approved the proposed merger. Scott Eisen and Jens Thomas Jung of Citigroup Global Markets Inc. acted as the financial advisor and Gilbert Menna, Mark S. Opper, David Patton, David Perechocky of Goodwin Procter LLP and Richard F. Mattern, Robert DelPriore and Oscar Thomas of Bass, Berry & Sims plc acted as the legal advisors to MAA. Tom Grier and Vineet Seth of J.P. Morgan Securities Inc. acted as the financial advisor and Keith M. Townsend, Anthony W. Rothermel, C. William Baxley,Bill Baxley, Carrie A. Ratliff, John Anderson, Sawyer Duncan, Allison Bazinet, Peter J. Genz, John Sweet, Robert Beard, Mark Emily Meyer V. Thigpen, Haley Lahmeyer, Kenneth A. Raskin, Mark Kelly and Emily Meyer of King & Spalding LLP acted as the legal advisors to Post Properties. Rob Spatt and Stephen Wiseman of Simpson Thacher & Bartlett LLP acted as legal advisor to JPMorgan Chase & Co. Scott A. Barshay, Jeffrey D. Marell and Justin Rosenberg of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors for Citigroup Global Markets. Mid-America Apartment Communities Inc. (NYSE:MAA) completed the acquisition of Post Properties Inc. (NYSE:PPS) on December 1, 2016.