UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

 

MID-AMERICA

APARTMENT COMMUNITIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

MID-AMERICA

APARTMENTS, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

(901)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule of the Securities Exchange Act of 1934 (17 CFR

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01. Other Events.

On August 1, 2024, Apartment Communities, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its existing Equity Distribution Agreement (as amended, the “Distribution Agreement”) with Apartments, L.P. (the “Operating Partnership”), Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Truist Securities, Inc., Mizuho Securities USA LLC, TD Securities (USA) LLC and BTIG, LLC (collectively, the “Managers”) and Wells Fargo Bank, National Association, Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Keybanc Capital Markets Inc., Truist Bank, Mizuho Markets Americas LLC, The Toronto-Dominion Bank and Nomura Global Financial Products, Inc. (collectively, the “Forward Purchasers”), pursuant to which the Company may sell, from time to time, up to 4,000,000 million shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

The Amendment was entered into in order to (i) reflect the filing by the Company and the Operating Partnership of a new shelf registration statement on Form (Registration and Registration respectively), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 2, 2024 (the “2024 Registration Statement”) with the Securities and Exchange Commission; (ii) include Mizuho Securities USA LLC, TD Securities (USA) LLC, and BTIG, LLC as additional Managers; (iii) include Mizuho Markets Americas LLC, The Toronto-Dominion Bank and BTIG, LLC as additional Forward Purchasers; and (iv) modify certain defined terms in the Distribution Agreement, as well as certain other administrative matters.

The Shares will be offered pursuant to the 2024 Registration Statement and a prospectus supplement relating to the Shares that was filed with the SEC on August 1, 2024. This Current Report on Form 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 Amendment is a summary and is qualified in its entirety by the full text of the Amendment, which is being filed as Exhibit 1.1 to this Current Report on Form and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) .

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.