Cousins Properties Incorporated (NASDAQ:CUZ) Files An 8-K Other Events
Item 8.01. Other Events.
On October6, 2016, Cousins Properties Incorporated (Cousins)
consummated the merger (the Merger) of Parkway Properties,Inc.
(Parkway) with and into Clinic Sub Inc., a wholly owned
subsidiary of Cousins (Merger Sub), with Merger Sub continuing as
the surviving corporation and a wholly owned subsidiary of
Cousins. The Merger was completed to the terms of that certain
Agreement and Plan of Merger (the Merger Agreement), entered into
on April28, 2016, by and among Cousins, Parkway, Parkway
Properties LP and Merger Sub.
Immediately following the effective time of the Merger, Cousins
separated the portion of its combined businesses relating to the
ownership of real properties in Houston, Texas (the Houston
Business) from the remainder of the combined businesses (the
Separation). In connection with the Separation, on October6,
2016, Cousins and Parkway effected a reorganization (the
Reorganization), to which the Houston Business was transferred to
Parkway,Inc. (New Parkway), and the remainder of the combined
businesses was transferred to Cousins Properties LP, a Delaware
limited partnership. On October7, 2016, Cousins then consummated
its pro rata distribution of all outstanding shares of common and
limited voting stock, respectively, of New Parkway to Cousinss
common and limited voting preferred stockholders, including
legacy Parkway common and limited voting stockholders (the
Spin-off).
This Current Report on Form8-K updates the unaudited pro forma
consolidated condensed financial statements included in Cousins
Registration Statement on FormS-4 (File No.333-211849), which
combine the historical consolidated financial statements of
Cousins and Parkway, giving effect to the Merger and the
Spin-off. The unaudited pro forma condensed combined statements
of income for the nine months ended September30, 2016 and for the
year ended December31, 2015 and the unaudited pro forma condensed
combined balance sheet as of September30, 2016 and the notes
related thereto are filed as Exhibit99.2 to this Current Report
on Form8-K and incorporated herein by reference.
Filed as Exhibit99.1 and incorporated herein by reference are the
audited consolidated financial statements of Parkway as of
December31, 2015 and 2014, and for each of the three years in the
period ended December31, 2015, and the unaudited consolidated
financial statements of Parkway as of September30, 2016 and for
the nine months ended September30, 2016 and 2015.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNo. |
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Description |
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Exhibit23.1 |
Consent of Ernst Young LLP |
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Exhibit99.1 |
Audited consolidated financial statements of Parkway and |
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Exhibit99.2 |
Unaudited pro forma condensed combined financial |