Cousins Properties Incorporated (NYSE:CUZ) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On February21, 2017, Cousins Properties Incorporated (the
Company) entered into an underwriting agreement (the Agreement)
between the Company, Morgan Stanley Co. LLC (the
Underwriter), and certain existing shareholders affiliated
with TPG Global, LLC (collectively, the Selling Shareholders)
with respect to (i)the sale by the Selling Shareholders and the
purchase by the Underwriter of 38,571,336 shares of Common Stock,
par value $1.00 per share (Common Stock), of the Company
(the Selling Shareholder Securities) at a price of $8.515
per share and (ii)the issue and sale by the Company and the
purchase by the Underwriter of 25,000,000 shares of Common Stock
(the Company Securities, and together with the Selling
Shareholder Securities, the Securities) at a price of
$8.515 per share.
In the Agreement, the Company agreed to indemnify the Underwriter
against certain specified types of liabilities, including
liabilities under the Securities Act of 1933, and to contribute
to payments the Underwriter may be required to make in respect of
these liabilities. In the ordinary course of business, the
Underwriter or its affiliates have engaged and may in the future
engage in various financing, commercial banking and investment
banking services with, and provide financial advisory services
to, the Company and its affiliates for which they have received
or may receive customary fees and expenses. Subject to customary
closing conditions, the offering contemplated by the Agreement is
expected to close on or about February27, 2017.
The Securities were offered to the Companys shelf registration
statements on FormS-3 (File Nos.333-215431 (Selling Shareholder
Securities) and 333-215430 (Company Securities)). A copy of the
Agreement is attached hereto as Exhibit1.1, and the description
of the material terms of the Agreement in this Item1.01 is
qualified in its entirety by reference to such exhibit, which is
incorporated herein by reference.
Item 8.01. Other Events.
The Company is filing this Current Report on Form8-K so as to
file with the Securities and Exchange Commission certain items
that are to be incorporated by reference into the Registration
Statements on FormS-3 (Registration Nos. 333-215430 and
333-215431).
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
ExhibitDescription |
|
1.1 |
Underwriting Agreement, dated February21, 2017, by and |
|
|
5.1 |
Opinion of King Spalding LLP regarding legality of shares. |
|
|
8.1 |
Opinion of Deloitte Tax LLP regarding certain tax matters. |
|
|
23.1 |
Consent of King Spalding LLP (included in Exhibit5.1). |
|
|
23.2 |
Consent of Deloitte Tax LLP (included in Exhibit8.1). |
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. Cousins Properties Incorporated (NYSE:CUZ) Recent Trading Information
Cousins Properties Incorporated (NYSE:CUZ) closed its last trading session down -0.07 at 8.51 with 72,643,771 shares trading hands.