COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
An investor presentation containing additional information relating to the proposed merger described in Item 8.01 is included in this Current Report on Form8-K as Exhibit99.2.
The information in this Item 7.01, including Exhibit99.2, is being furnished and shall not be deemed filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 8.01. Other Events.
On March25, 2019, Cousins Properties Incorporated (the “Company”) and TIER REIT,Inc. (“TIER”) issued a joint press release announcing the execution of an Agreement and Plan of Merger among the Company, TIER and Murphy Subsidiary Holdings Corporation, a wholly owned subsidiary of the Company, to which, subject to the satisfaction or waiver of certain conditions, the Company will acquire TIER. A copy of the press release is attached hereto as Exhibit99.1 to this Current Report on Form8-K and incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Current Report on Form8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which the Company and TIER operate and beliefs of and assumptions made by Company management and TIER management, involve uncertainties that could significantly affect the financial or operating results of the Company, TIER or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “should,” “may,” “projects,” “could,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving the Company and TIER, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed transaction to stockholders, employees, tenants and other constituents of the combined company, rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and the availability of capital in existing or new property funds — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with (i)national, international, regional and local economic climates, (ii)changes in financial markets, interest rates and foreign currency exchange rates, (iii)increased or unanticipated competition for our properties, (iv)risks associated with acquisitions, (v)the potential liability for a failure to meet regulatory requirements, including the maintenance of real estate investment trust status, (vi)availability of financing and capital, (vii)changes in demand for developed properties, (viii)risks associated with achieving expected revenue synergies or cost savings, (ix)risks associated with the ability to consummate the transaction and the timing of the closing of the transaction, (x)the ability to successfully integrate our operations and employees following the closing of the transaction, (xi)material changes in
the dividend rates on securities or the ability to pay dividends on common shares or other securities, (xii)potential changes to tax legislation, (xiii)adverse changes in financial condition of joint venture partner(s)or major tenants, (xiv)risks associated with the acquisition, development, expansion, leasing and management of properties, (xv)the potential impact of announcement of the proposed transaction or consummation of the proposed transaction on relationships, including with tenants, employees and customers; the unfavorable outcome of any legal proceedings that have been or may be instituted against the Company or TIER, (xvi)significant costs related to uninsured losses, condemnation, or environmental issues, (xvii)the ability to retain key personnel, (xviii)the amount of the costs, fees, expenses and charges related to the proposed transaction and the actual terms of the financings that may be obtained in connection with the proposed transaction, and (xix)those additional risks and factors discussed in reports filed with the U.S. Securities and Exchange Commission (“SEC”) by the Company and TIER from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Form10-K and 10-Q. Except to the extent required by applicable law or regulation, each of the Company and TIER disclaims any duty to update any forward-looking statements contained in this Current Report on Form8-K or to otherwise update any of the above-referenced factors.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed merger, the Company will file with the SEC a registration statement on FormS-4 to register the shares of Company common stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the stockholders of the Company and TIER seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORMS-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, TIER AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from the Company at its website, www.cousins.com, or from TIER at its website, www.tierreit.com. Documents filed with the SEC by the Company will be available free of charge by accessing the Company’s website at www.cousins.com under the heading Investor Relations, or, alternatively, by directing a request by telephone or mail to the Company at 3344 Peachtree Road NE, Suite1800, Atlanta, GA 30326, and documents filed with the SEC by TIER will be available free of charge by accessing TIER’s website at www.tierreit.com under the heading Investor Relations or, alternatively, by directing a request by telephone or mail to TIER at 5950 Sherry Lane, Suite700, Dallas, Texas 75225.
PARTICIPANTS IN THE SOLICITATION
The Company and TIER and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of TIER and the Company in respect of the proposed transaction under the rulesof the SEC. Information about TIER’s directors and executive officers is available in TIER’s proxy statement dated April9, 2018 for its 2018 Annual Meeting of Stockholders, and certain of its Current Reports on Form8-K. Information about the Company’s directors and executive officers is available in the Company’s proxy statement dated March14, 2019 for its 2019 Annual Meeting of Stockholders, and certain of its Current Reports on Form8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from TIER or the Company using the sources indicated above.
NO OFFER OR SOLICITATION
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
COUSINS PROPERTIES INC Exhibit
EX-99.1 2 a19-7149_1ex99d1.htm EX-99.1 Exhibit 99.1 COUSINS PROPERTIES AND TIER REIT COMBINE TO CREATE THE PREEMINENT SUN BELT OFFICE REIT ATLANTA and DALLAS,…
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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.
