PPS Post Properties, Inc. (delisted)

Post Apartment Homes, L.P. Announces Offer to Purchase for Cash Any and All of Its Outstanding $150,000,000 8 1/8% Notes due 2005 (CUSIP No. 73741P AL 9) ATLANTA, Sept. 27 /PRNewswire-FirstCall/ -- Post Apartment Homes, L.P., the operating subsidiary of Post Properties, Inc., today announced that it is offering to purchase for cash any and all of its outstanding $150,000,000 8 1/8% Notes due 2005 (the "Notes"), subject to the terms and conditions set forth in its Offer to Purchase dated September 27, 2004 and in the related Letter of Transmittal. (Logo: http://www.newscom.com/cgi-bin/prnh/20040514/POSTPLOGO ) The offer will expire at 5:00 p.m., New York City time, on Tuesday, October 5, 2004, unless extended or earlier terminated. Post Apartment Homes expects to pay for Notes validly tendered and not withdrawn in the offer promptly following the expiration of the offer. The purchase price for each $1,000 principal amount of Notes tendered and accepted for payment in the offer will be the price resulting from a yield to maturity on the Notes equal to the sum of a fixed spread of 20 basis points and the yield based on the bid price on the 1 1/4% U.S. Treasury Note due May 31, 2005 as determined at 2:00 p.m., New York City time, on the New York Stock Exchange trading day preceding the day the offer expires. The purchase price will be announced by press release promptly after its determination. Post Apartment Homes will also pay accrued and unpaid interest on the Notes. Post Apartment Homes expects to have sufficient funds available to pay the purchase price for Notes tendered in the offer, plus accrued and unpaid interest. Accordingly, the offer is not subject to a financing contingency. Post Apartment Homes is making the offer in order to reduce the amount of its outstanding indebtedness maturing in fiscal 2005 and may finance a portion of the Notes tendered pursuant to the offer by issuing a new series of senior unsecured notes during fiscal 2004, depending on prevailing market conditions. If Post Apartment Homes determines that favorable market conditions exist, Post Apartment Homes may finance all or a portion of the purchase price of the Notes with the proceeds of an offering of new notes at or around the settlement date for the offer. If Post Apartment Homes determines that favorable market conditions do not exist to complete an offering of new notes prior to the consummation of the offer or at all, Post Apartment Homes expects to borrow funds under its unsecured revolving credit facility to pay the purchase price for the Notes, plus accrued and unpaid interest. Any questions or requests for assistance or for copies of the Offer to Purchase and the accompanying Letter of Transmittal should be directed to Global Bondholder Services Corporation, the Information Agent for the offer, at (212) 430-3774 (collect) or (866) 588-1500 (toll-free). Holders of the Notes may also contact the Liability Management Group at Wachovia Securities at (704) 715-8341 (collect) or (866) 309-6316 (toll-free), or the Liability Management Group at Merrill Lynch & Co. at (212) 449-4914 (collect) or (888) 654-8637 (toll-free). Wachovia Securities and Merrill Lynch & Co. are the Dealer Managers for the offer. Post Properties, Inc. (NYSE:PPS), founded more than 30 years ago, is one of the largest developers and operators of upscale multi-family communities in the United States. Post Properties' mission is delivering superior satisfaction and value to its residents, associates, and investors. Operating as a real estate investment trust (REIT), Post Properties focuses on developing and managing Post(R) branded resort-style garden apartments and high density urban apartments with a vision of being the first choice in quality multi-family living. Post Properties is headquartered in Atlanta, Georgia, and has operations in 10 markets across the country. Nationwide, Post Properties owns approximately 24,700 apartment homes in 65 communities, including 666 apartment homes held in three unconsolidated joint ventures. Forward-Looking Statements: Certain statements made in this press release and other written or oral statements made by or on behalf of Post Apartment Homes, may constitute "forward- looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and Post Apartment Homes' future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of such statements in this press release include statements regarding the consummation of the offer and Post Apartment Homes' projected source of the funds to finance the offer. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. These statements are based on current expectations and speak only as of the date of such statements. Post Apartment Homes undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. The following are some of the factors that could cause Post Apartment Homes' actual results to differ materially from the expected results described in Post Apartment Homes' forward-looking statements: future local and national economic conditions, including changes in job growth, interest rates, the availability of financing and other factors; demand for apartments in Post Apartment Homes' markets and the effect on occupancy and rental rates; the impact of competition on Post Apartment Homes' business, including competition for tenants and development locations; Post Apartment Homes' ability to obtain financing or self-fund the development or acquisition of additional apartment communities; the uncertainties associated with Post Apartment Homes' current and planned future real estate development, including actual costs exceeding Post Apartment Homes' budgets or development periods exceeding expectations; uncertainties associated with the timing and amount of asset sales and the resulting gains/losses associated with such asset sales; conditions affecting ownership of residential real estate and general conditions in the multi- family residential real estate market; the effects of changes in accounting policies and other regulatory matters detailed in Post Apartment Homes' filings with the Securities and Exchange Commission and uncertainties of litigation; and Post Properties' ability to continue to qualify as a real estate investment trust under the Internal Revenue Code. Other important risk factors regarding Post Apartment Homes are included under the caption "Risk Factors" in Post Apartment Homes' Annual Report on Form 10-K for the year ended December 31, 2003 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the caption "Risk Factors" are specifically incorporated by reference into this press release. Under no circumstances shall the offer by Post Apartment Homes to purchase the outstanding Notes constitute, or be construed, as a public offer of securities. This announcement is not an offer to purchase or a solicitation of an offer to purchase the Notes. The offer is being made solely by the Offer to Purchase and the Letter of Transmittal. The offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. In any jurisdiction in which the offer is required to be made by a licensed broker or dealer and in which the Dealer Managers, or any affiliates thereof, are so licensed, they shall be deemed to have been made by such Dealer Managers, or such affiliates, on behalf of Post Apartment Homes. The Offer to Purchase and the Letter of Transmittal contain important information and should be read in their entirety before a decision is made with respect to the offer. http://www.newscom.com/cgi-bin/prnh/20040514/POSTPLOGO http://photoarchive.ap.org/ DATASOURCE: Post Properties, Inc. CONTACT: Janie Maddox of Post Properties, Inc., +1-404-846-5056 Web site: http://www.postproperties.com/

Copyright