COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Completion of Acquisition or Disposition of Assets

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COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Completion of Acquisition or Disposition of Assets

COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 14, 2019, Cousins Properties Incorporated, a Georgia corporation (“Cousins”), completed its previously announced acquisition of TIER REIT, Inc., a Maryland corporation (“TIER”), to the Agreement and Plan of Merger, dated as of March 25, 2019 (the “Merger Agreement”), by and among the Cousins, TIER and Murphy Subsidiary Holdings Corporation, a Maryland corporation and direct wholly owned subsidiary of the Cousins (“Merger Sub”). to the terms of the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, on June 14, 2019, at the effective time of the Merger (the “Effective Time”), TIER merged with and into Merger Sub (the “Merger”) with Merger Sub continuing as the surviving corporation of the Merger.

At the Effective Time, each share of common stock, par value $0.0001 per share, of TIER (“TIER common stock”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.98 newly issued shares of Cousins common stock, par value $1.00 per share (the “Cousins common stock”), subject to customary anti-dilution adjustments and with cash paid in lieu of fractional shares. As a result of the Merger, former TIER common stockholders will receive approximately 166 million shares of Cousins common stock for their shares of TIER common stock.

In addition, to the Merger Agreement, as of immediately prior to the Effective Time, each outstanding award of restricted shares and restricted stock units in respect of TIER common stock became fully vested in accordance with their terms and were otherwise treated in the same manner as any other share of TIER common stock at the Effective Time. As of immediately prior to the Effective Time, with respect to each outstanding award of performance-based restricted stock units in respect of TIER common stock, performance was determined to be achieved as set forth under the applicable award agreement.

The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to Cousins’ Current Report on Form 8-K filed on March 25, 2019.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, the size of the Cousins Board of Directors was expanded from nine to ten directors and, to the Merger Agreement, two members of the TIER Board of Directors, Mr. Scott W. Fordham and Mr. R. Kent Griffin, Jr., were appointed to the Cousins Board of Directors. Messrs. Fordham and Griffin have not yet been appointed to any committee of the Cousins Board of Directors. Messrs. Fordham and Griffin will be compensated in accordance with Cousins’ non-employee director compensation policy, without pro-ration for any partial year of service.

Scott W. Fordham served as the chief executive officer and a director of TIER since 2014. Mr. Fordham has over 25 years of experience in commercial real estate with an emphasis on strategy, transactions, corporate finance and capital markets. Mr. Fordham previously served as TIER’s

president from 2013 until February 2018. Mr. Fordham previously served as an executive with Prentiss Properties Trust, a publicly-traded REIT, and its successor, Brandywine Realty Trust, along with Apartment Investment and Management Company.

R. Kent Griffin, Jr. previously served as an independent director of TIER since January 2017. Mr. Griffin brings extensive experience in real estate operations, corporate finance and capital markets. Mr. Griffin served from 2008 to 2015 as president and chief operating officer of BioMed Realty Trust, Inc., a leading provider of real estate for the life science industry. Mr. Griffin joined BioMed as chief financial officer in 2006, and prior to that, he worked in investment banking and public accounting and advisory.

In addition, effective as of June 14, 2019, Edward M. Casal resigned as a director of Cousins and as a member of the Audit Committee of the Cousins Board of Directors. Mr. Casal’s resignation is not a result of any disagreement with Cousins on any matter relating to Cousins’ operations, policies or practices.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 14, 2019, following the Effective Time, the restated and amended articles of incorporation of Cousins (the “Cousins Articles”) were amended to effect a reverse stock split of the issued and outstanding shares of Cousins common stock (the “Reverse Split Stock Amendment”), to which, (1) each four shares of issued and outstanding Cousins common stock were combined into one share of Cousins common stock (the “Reverse Stock Split”) and (2) the authorized amount of shares of Cousins common stock was proportionally reduced to 175,000,000 shares.

Immediately after the Reverse Split, the Cousins Articles were further amended to increase the number of authorized shares of Cousins common stock from 175,000,000 to 300,000,000 shares (the “Authorize Share Increase Amendment”).

The description of the Reverse Stock Split Amendment and the Authorized Share Increase Amendment contained in this Item 5.03 does not purport to be complete and is subject to and qualified in its entirety by reference to the articles effecting the Reverse Stock Split Amendment and Authorized Share Increase Amendment, copies of which are included herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On June 14, 2019, Cousins issued a press release announcing the closing of the Merger. Copies of the press release are furnished as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated into this Item 7.01 by reference. The information in this Item 7.01 of Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

COUSINS PROPERTIES INC Exhibit
EX-3.1 2 a19-11400_2ex3d1.htm EX-3.1 Exhibit 3.1   ARTICLES OF AMENDMENT   TO   RESTATED ARTICLES OF INCORPORATION   OF   COUSINS PROPERTIES INCORPORATED   1.   The name of the corporation is Cousins Properties Incorporated (the “Corporation”).   2.   Pursuant to Section 14-2-1003 of the Georgia Business Corporation Code,…
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About COUSINS PROPERTIES INCORPORATED (NYSE:CUZ)

Cousins Properties Incorporated (Cousins) is a self-administered and self-managed real estate investment trust (REIT). The Company focuses on development, acquisition, leasing and property management. The Company’s investment strategy is to purchase Class A office assets or locate opportunistic development or redevelopment projects in its core markets to which it can add value through relationships, capital, or market expertise. The Company’s segments include Office, Retail, Land and Other. The Company’s segments by property type are Office, Mixed Use and Other. The Company’s segments by geographical region are Atlanta, Houston, Austin, Charlotte and Other. The Company invests in Class-A office towers and mixed-use developments in Sunbelt markets, including Atlanta, Austin, Charlotte, Dallas and Houston.