As filed with the Securities and Exchange Commission on December 1, 2016
Registration No. 333-207416
Registration No. 333-207416-01
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-207416
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-207416-01
UNDER
THE
SECURITIES ACT OF 1933
POST PROPERTIES, INC.
(Mid-America Apartment Communities, Inc. as successor by merger to Post Properties, Inc.)
POST APARTMENT HOMES, L.P.
(Mid-America Apartments, L.P. as successor by merger to Post Apartment Homes, L.P.)
(Exact name of registrant as specified in charter)
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Georgia (Post Properties, Inc.)
Georgia (Post Apartment Homes, L.P.)
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58-1550675 (Post Properties, Inc.)
58-2053632 (Post Apartment Homes, L.P.)
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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c/o Mid-America Apartment Communities, Inc.
6584 Poplar Avenue
Memphis, Tennessee
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38138
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: 901 682-6600
Robert J. DelPriore
Executive Vice President and General Counsel
6584 Poplar Avenue
Memphis, Tennessee 38138
(901) 682-6600
(Name,
address, including zip code, and telephone number, including area code, of agent for service of process for
Mid-America Apartment
Communities, Inc. as successor by merger to Post Properties, Inc.)
Copies to:
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Mark S. Opper, Esq.
Goodwin Procter LLP
The
New York Times Building
620 Eighth Avenue
New York, New York 10018
Tel: (212) 813-8800
Fax:
(212) 355-3333
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Richard F. Mattern, Esq.
Oscar L. Thomas, Esq.
Bass, Berry & Sims PLC
The Tower at Peabody Place
100 Peabody Place, Suite 1300
Memphis, Tennessee 38103
Tel: (901) 549-5933
Fax:
(901) 549-5999
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Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Post Properties, Inc.
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Large Accelerated Filer
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐ (Do not check if a smaller reporting company)
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Smaller Reporting Company
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☐
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Post Apartment Homes, L.P.
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☒ (Do not check if a smaller reporting company)
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Smaller Reporting Company
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☐
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following Registration Statements of Post Properties, Inc., a Georgia
corporation (the Company), and Post Apartment Homes, L.P., a Georgia limited partnership (the Operating Partnership), on Form S-3ASR (collectively, the Registration Statements) filed with the Securities and
Exchange Commission (the Commission):
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Registration Statement No. 333-207416, filed with the Commission on October 14, 2015, which registered an unspecified amount of the Companys common stock, par value $0.01 per share (Common
Stock), preferred stock, par value $0.01 per share (Preferred Stock), depositary shares representing Preferred Stock, and an unspecified amount of the Operating Partnerships debt securities.
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Registration Statement No. 333-207416-01, filed with the Commission on October 14, 2015, which registered an unspecified amount of the Companys Common Stock, Preferred Stock, depositary shares
representing Preferred Stock, and an unspecified amount of the Operating Partnerships debt securities.
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Effective December 1,
2016, pursuant to the Agreement and Plan of Merger, dated as of August 15, 2016, by and among Mid-America Apartment Communities, Inc., a Tennessee corporation (MAA), Mid-America Apartments, L.P., a Tennessee limited partnership
(MAA LP), the Company, Post GP Holdings, Inc., a Georgia corporation, and the Operating Partnership, (i) the Company merged with and into MAA and the separate corporate existence of the Company thereupon ended, and (ii) the
Operating Partnership merged with and into MAA LP, and the separate existence of the Operating Partnership thereupon ended.
As a result of the mergers,
the Company and the Operating Partnership have terminated any and all offerings of their securities pursuant to the Registration Statements. Accordingly, the Company and the Operating Partnership hereby terminate the effectiveness of the
Registration Statements and, in accordance with an undertaking made by the Company and the Operating Partnership in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had
been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Company and the Operating Partnership registered but unsold under the Registration Statements as of the date
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, each of Mid-America Apartment Communities, Inc., as successor by merger to the
Company, and Mid-America Apartments, L.P., as successor by merger to the Operating Partnership, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on this 1st day of December, 2016.
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Date: December 1, 2016
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MID-AMERICA APARTMENT COMMUNITIES, INC.,
as successor by merger to Post Properties, Inc.
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By:
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/s/ Albert M. Campbell, III
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Name:
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Albert M. Campbell, III
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Title:
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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Date: December 1, 2016
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MID-AMERICA APARTMENTS, L.P.
as
successor by merger to Post Apartment Homes, L.P.
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By: Mid-America Apartment Communities, Inc., its general partner
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By:
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/s/ Albert M. Campbell, III
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Name:
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Albert M. Campbell, III
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Title:
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478
under the Securities Act of 1933, as amended.
Post Properties (NYSE:PPS)
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