Mid-America Apartments holders tender $391.53 million notes in offers

By Angela McDaniels

Tacoma, Wash., Dec. 13 - Mid-America Apartment Communities, Inc. said holders tendered $391,526,000 of notes in operating partnership Mid-America Apartments, LP's exchange offers for three series of notes issued by Colonial Realty LP.

According to a company news release, holders tendered

• $154,235,000 principal amount, or 80.24%, of Colonial Realty's 6.25% senior notes due 2014;

• $169,161,000 principal amount, or 91.45% of its 5.5% senior notes due 2015; and

• $68.13 million principal amount, or 90.54%, of its 6.05% senior notes due 2016.

All of the notes that were tendered for exchange were accepted, and settlement took place Dec. 13.

The company issued $391,477,000 of new notes in exchange for the tendered notes. A total of $37.98 million of 6.25% notes, $15.82 million of 5.5% notes and $7,116,000 of 6.05% notes remain outstanding.

The exchange offers began Nov. 12 and ended at 11:59 p.m. ET on Dec. 10. The early participation and consent date was 5 p.m. ET on Nov. 25.

Holders were offered cash and new 6.25% senior notes due 2014, 5.5% senior notes due 2015 and 6.05% senior notes due 2016, respectively, issued by Mid-America Apartments in exchange for the notes issued by Colonial Realty. Colonial is a wholly owned subsidiary of Mid-America Apartments.

The company also solicited consents to amend the note indentures to allow for the satisfaction of Colonial Realty's reporting obligations under the note terms to be satisfied through the filing of annual reports, quarterly reports and other documents of Mid-America Apartments, to remove substantially all of the restrictive covenants and some affirmative covenants and to eliminate an event of default.

The company received the required consents to make the amendments, which became effective Dec. 13.

Holders who tendered their notes by the consent deadline will receive the exchange payment plus an early premium. Those who tendered after the consent date will not receive the early premium.

The exchange offers were conditioned on the receipt of consents from the holders of a majority of the outstanding principal amount of each series of notes.

D.F. King & Co., Inc. (800 967-4607, 212 269-5550 or access the letter of eligibility at dfking.com/CRLP) was the information agent.

Mid-America Apartment Communities is a Memphis-based real estate investment trust.

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