PARKWAY, INC. (NYSE:PKY) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure |
On June30, 2017, Parkway, Inc. (the Company) issued a press
release regarding its entry into a definitive agreement and plan
of merger with affiliates of Canada Pension Plan Investment Board
(CPPIB) under which affiliates of CPPIB will acquire 50% of the
Company for US$1.2 billion, or an aggregate of US$23.05 per share
(consisting of US$19.05 per share plus a US$4.00 special dividend
to be paid immediately before closing). A copy of this press
release is furnished as Exhibit 99.1 to this Current Report on
Form 8-K.
The information included in this Current Report on Form 8-K under
this Item7.01 (including Exhibit 99.1) 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
liabilities of that section, nor shall it be deemed incorporated
by reference into any filing made by the Company under the
Exchange Act or Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such
filing.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements contained in the press release, including
those that express a belief, expectation or intention, as well as
those that are not statements of historical fact, are
forward-looking statements within the meaning of the federal
securities laws and as such are based upon the Companys current
beliefs as to the outcome and timing of future events. There can
be no assurance that actual future developments affecting the
Company will be those anticipated by the Company. The Company
cautions investors that any forward-looking statements presented
in this press release are based on managements beliefs and
assumptions made by, and information currently available to,
management. When used, the words anticipate, assume, believe,
estimate, expect, forecast, guidance, intend, may, might, plan,
potential, should, will, result or similar expressions that do
not relate solely to historical matters are intended to identify
forward-looking statements. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve risks and uncertainties (some
of which are beyond the Companys control) and are subject to
change based upon various factors, including but not limited to
the following risks and uncertainties: the ability of the Company
to obtain required stockholder approval required to consummate
the proposed merger; the satisfaction or waiver of other
conditions in the merger agreement; the outcome of any legal
proceedings that may be instituted against the Company and others
related to the merger agreement; the risk that the merger, or the
other transactions contemplated by the merger agreement may not
be completed in the time frame expected by the parties or at all;
the ability of the Company to implement its operating strategy;
changes in economic cycles; and competition within the office
properties real estate industry; and other risks and
uncertainties detailed from time to time in the Companys
Securities and Exchange Commission filings.
Should one or more of these risks or uncertainties occur, or
should underlying assumptions prove incorrect, the Companys
business, financial condition, liquidity, cash flows and results
could differ materially from those expressed in any
forward-looking statement. While forward-looking statements
reflect the Companys good faith beliefs, they are not guarantees
of future performance. Any forward-looking statement speaks only
as of the date on which it is made. New risks and uncertainties
arise over time, and it is not possible for us to predict the
occurrence of those matters or the manner in which they may
affect us. Except as required by law, the Company undertakes no
obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or
factors, of new information, data or methods, future events or
other changes.
Item9.01. |
Financial Statements and Exhibits |
(d) Exhibits
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| 99.1 | Press Release of Parkway, Inc. dated June 30, 2017. |
Parkway, Inc. ExhibitEX-99.1 2 d417150dex991.htm PRESS RELEASE Press Release Exhibit 99.1 Canada Pension Plan Investment Board Announces Definitive Agreement to Acquire Parkway,…To view the full exhibit click here About PARKWAY, INC. (NYSE:PKY)
Parkway, Inc. is a real estate investment trust (REIT). The Company has a portfolio of approximately five Class A office assets totaling over 8.7 million rentable square feet in the Galleria, Greenway and Westchase submarkets of Houston, Texas. The Company offers fee-based real estate services through its subsidiaries, which in total manages or leases approximately 2.7 million square feet primarily for third-party owners. The Company holds, directly and through its ownership of Parkway Properties General Partners, Inc. (Parkway GP), approximately 98% common partnership interest in the Parkway Operating Partnership LP (the Operating Partnership). The Company, through its Operating Partnership, owns substantially all of its assets and conducts substantially all of its operations. The Company’s assets include Greenway Plaza, Post Oak Central, CityWestPlace, Phoenix Tower and San Felipe Plaza.