8-K

[Draft -- 2/7/13]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2013

Cousins Properties Incorporated

(Exact name of registrant as specified in its charter)

Georgia

(State or other jurisdiction of incorporation)

001-11312

(Commission File Number)

58-0869052

(IRS Employer Identification Number)

191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.    Completion of Acquisition or Disposition of Assets.

On February 6, 2013, Cousins Properties Incorporated (the “Company”) and its affiliates closed the following transactions:

• Acquired the remaining 80% membership interest in MSREF/Cousins Terminus 200 LLC, the Company’s affiliate entity which owns Terminus 200, a 566,000 square foot office building in the Buckhead district of Atlanta, Georgia, in a transaction that valued the property at $164.0 million, or $290 per square foot. After deducting credits for outstanding leasing costs (including free rent), the outstanding mortgage loan and the promote proceeds due to the Company’s member in this entity, the net purchase price for this membership interest was approximately $53 million, or $267 per square foot. MSREF VII Global U.S. Holdings (FRC), L.L.C., a fund managed by Morgan Stanley Real Estate Investing, was the seller of the membership interest. This transaction was funded through cash.

• Repaid the existingmortgage loan on Terminus 200, which had an outstanding principal amount of approximately $75 million and a maturity date of December 31, 2013. After including the repayment of that mortgage loan, the net cash investment by the Company in Terminus 200 was approximately $128 million.

• Formed Terminus Office Holdings LLC (“TOH”), a venture with Terminus Acquisition Company LLC, which is comprised of institutional investors advised by J.P. Morgan Asset Management (“JPM”), in which the Company’s affiliate and JPM each have a 50% membership interest.

• Sold to Terminus Venture T100 LLC, a wholly-owned subsidiary of TOH, 100% of the interest in Terminus 100, a 655,000 square foot office building in the Buckhead district of Atlanta, Georgia, in a transaction that valued the property at $209.2 million, or $320 per square foot ($327 per square foot for the office component and $256 per square foot for the retail component). As part of this transaction, after deducting credits for outstanding leasing costs and the existing mortgage loan of approximately $136 million, the JPM affiliate paid to the Company’s affiliate net cash proceeds of approximately $37 million.

On February 7, 2013, the Company and its affiliates closed the following transactions:

• Acquired Post Oak Central, a 1.3 million square foot office building in the Galleria district of Houston, Texas, for $232.6 million, or $182 per square foot. Crescent POC Investors, L.P, an affiliate of JPM, was the seller of Post Oak Central. After deducting credits for outstanding leasing costs, the Company’s net cash investment in this project was approximately $231 million.

• Sold to Terminus Venture T200 LLC, a wholly-owned subsidiary of TOH, 100% of the interest in Terminus 200. For this component of the transaction, the property was valued at $164.0 million, or $290 per square foot. As part of this transaction, after deducting credits for outstanding obligations and closing costs, the JPM affiliate paid to the Company’s affiliate net proceeds of approximately $75 million.

• Terminus Venture T200 LLC is pursuing a replacement mortgage of approximately $82 million, which is anticipated to be funded before the end of the First Quarter of 2013.

As a result of the transactions described above, as of February 7, 2013, the Company and its affiliates now own 50% of Terminus 100, 50% of Terminus 200 and 100% of Post Oak Central.

The aggregate investment by the Company in these transactions is $247 million (the net cash investment in Terminus 200, less the net proceeds from the Terminus 100 sale, plus the net cash investment in Post Oak Central, less the net proceeds from the Terminus 200 sale). After providing credit to the Company’s affiliate for 50% of the proceeds from the anticipated new mortgage loan for Terminus 200, the net investment from the Company in these transactions will be $206 million.

In addition to the transactions described in this Current Report on Form 8-K, an affiliate of JPM is syndication agent and an L/C issuer under the Company’s $350 million senior unsecured revolving line of credit. The purchase prices in the transactions were determined by arm’s-length negotiation.

Item 7.01.    Regulation FD Disclosure.

On February 7, 2013, the Company released an Information Package containing a press release and information about the transactions described in this Current Report on Form 8-K. A copy of this Information Package is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in the Information Package shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The Company will file the financial statements related to the Post Oak Central acquisition required by Item 9.01(a) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information

The Company will file the pro forma financial information related to the Post Oak Central acquisition required by Item 9.01(b) by amendment not later than 71 calendar days after the date that this Current Report on Form 8-K must be filed.

(d) Exhibits.

Exhibit No.Description

99.1         Information package, dated February 7, 2013.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 7, 2013

COUSINS PROPERTIES INCORPORATED

By:__/s/ Pamela F. Roper_______________

Pamela F. Roper

Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

News Release

CONTACT:
Cameron Golden
Vice President of Investor Relations and Corporate Communications
(404) 407-1984
camerongolden@cousinsproperties.com

website address: www.cousinsproperties.com

COUSINS PROPERTIES EXPANDS IN TEXAS AND AFFIRMS

COMMITMENT TO ATLANTA

ATLANTA — (February 7, 2013) — Cousins Properties Incorporated (NYSE: CUZ) has completed the following series of off-market transactions:

• Purchased the remaining 80% interest in Terminus 200 from a fund managed by Morgan Stanley Real Estate Investing.

• Subsequently formed a 50%/50% joint venture with institutional investors advised by J.P. Morgan Asset Management for both Terminus 100 and Terminus 200, neighboring Class-AA office towers in Atlanta’s Buckhead submarket.

• Purchased a 100% interest in Post Oak Central, a Class-A office complex in the Galleria submarket of Houston, from institutional investors advised by J.P. Morgan Asset Management.

The off-market transactions provide Cousins with an attractive entry in Houston’s Galleria submarket and the retention of a substantial ownership interest in the Terminus office towers in Atlanta. Cousins’ net investment is expected to be approximately $206 million, after a new non-recourse mortgage for Terminus 200 is secured. The Company funded the transactions using proceeds from recent non-core asset sales.

Larry Gellerstedt, President and Chief Executive Officer of Cousins, noted, “The Post Oak Central transaction is an outstanding fit with our ongoing strategy of acquiring quality urban office towers in the best Sun Belt submarkets at valuations below replacement cost. This investment also provides a rare combination of a significant future development opportunity and an attractive in-place yield.”

Gellerstedt added, “It’s very exciting to affirm our confidence in the steadily improving Buckhead submarket with the Terminus 100 and 200 transactions. Furthermore, our joint venture with J.P. Morgan Asset Management ensures that both towers will continue to reap the benefits of top-notch sponsorship.”

Key highlights of the Post Oak Central transaction:

• Three Class-A towers comprising 1.3 million square feet.

• Purchase price of $232.6 million, or $182 per square foot.

• A two-acre development parcel with frontage on Post Oak Central Boulevard was included in the purchase.

Key highlights of the Terminus transactions:

• Two Class-AA towers comprising 1.2 million square feet.

• Terminus 100 was attributed a value of $209.2 million, or $320 per square foot.

• Terminus 200 was attributed a value of $164.0 million, or $290 per square foot.

A detailed overview of the transactions can be found on Cousins’ website: www.cousinsproperties.com.

Cousins Properties Incorporated is a leading diversified real estate company with extensive experience in acquisition, financing, management and leasing. Based in Atlanta, the Company actively invests in office and retail projects. Since its founding in 1958, Cousins has developed 20 million square feet of office space, 20 million square feet of retail space, more than 3,500 multi-family units and more than 60 single-family neighborhoods. The Company is a fully integrated equity real estate investment trust (REIT) and trades on the New York Stock Exchange under the symbol CUZ. For more, please visit www.cousinsproperties.com.

Certain matters discussed in this press release, such as the value creation potential and planned repositioning of the property and securing a non-recourse mortgage loan (including loan amount), are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review  the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. Cousins undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

EX-99.1

Transaction Overview: Terminus and Post Oak Central

2 Disclosure Regarding Forward-Looking Statements *** Certain matters discussed in this presentation are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk. These include, but are not limited to, availability and terms of capital and financing; national and local economic conditions; the real estate industry in general and in specific markets; the potential for recognition of additional impairments due to continued adverse market and economic conditions or changes in Company business and financial strategy; leasing risks; potential acquisitions, expected 2013 yields on acquisitions or dispositions, new investments and/or dispositions; the failure of purchase, sale or other contracts to ultimately close; the financial condition of existing tenants; competition from other developers or investors; the risks associated with development projects; rising interest and insurance rates; the availability of sufficient development or investment opportunities; environmental matters; the financial condition and liquidity of, or disputes with, joint venture partners; any failure to comply with debt covenants under credit agreements; any failure to continue to qualify for taxation as a real estate investment trust and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including those described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The words “believes,” “expects,” “anticipates,” “estimates,” ”plans,” “may,” “intend,” “will” or similar expressions are intended to identify forward-looking statements. Although the Company believes that its plans, intentions and expectations reflected in any forward-looking statement are reasonable, the Company can give no assurance that such plans, intentions or expectations will be achieved. Such forward-looking statements are based on current expectations and speak as of the date of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise, except as required under U.S. federal securities laws.

3 Key Highlights • Cousins acquired 100% interest in Post Oak Central and formed a 50%/50% joint venture with institutional investors advised by J.P. Morgan Asset Management (“JPM”) to own Terminus 100 and 200. • Consistent with Cousins’ strategy targeting trophy office towers in prime locations within the strongest urban submarkets of the Sunbelt. • Post Oak Central ˗ Three Class-A towers comprising 1.3 million square feet. ˗ Purchase price of $232.6 million, or $182 per square foot. ˗ A two-acre development parcel with frontage on Post Oak Central Boulevard was included in the purchase. • Terminus 100 and 200 ˗ Two Class-AA towers comprising 1.2 million square feet. ˗ Blue-chip, joint sponsorship of both towers preserves long term value. ˗ Reduced Terminus 100 stake @ $320/foot*. Increased Terminus 200 stake @ $290/SF**. CUZ Net Investment: $206 Million. Funded through non-core asset sales. ____________________ *Cousins allocated Terminus 100 values as follows: $327 per square foot for office component; $256 per square foot for retail component. **Net purchase price of Terminus 200 was $267 per square foot after deducting credits for outstanding free rent. ***Assumes new mortgage for Terminus 200 is secured. ***

4 Transaction Breakdown ____________________ *Cousins allocated Terminus 100 values as follows: $327 per square foot for office component; $256 per square foot for retail component. **Net purchase price of Terminus 200 was $267 per square foot after deducting credits for outstanding free rent. Property Initial Ownership Transaction New Ownership Terminus 100 CUZ 100% CUZ contributed 50% to JPM for $320/SF* CUZ 50% JPM 50% Terminus 200 CUZ 20% MSREI 80% CUZ acquired MSREI's 80% for $290/SF** Subsequently contributed 50% to JPM for $290/SF** CUZ 50% JPM 50% Post Oak Central JPM 100% CUZ acquired 100% from JPM for $182/SF CUZ 100%

5 Post Oak Central: Transaction Overview • Scale provides attractive entry into Houston • Purchase Price $232.6 Million ($182/SF) ˗ 45% discount to replacement cost. ˗ Expected 2013 GAAP NOI yield of 7.5%. • Significant future development opportunity ˗ 2.1 acres of land on Post Oak Boulevard. ˗ One of last remaining undeveloped parcels with Post Oak Boulevard frontage. • Centrally located office property in the Galleria ˗ Benefits from 3.2 Million SF of retail within ½ mile, including Galleria Mall (largest in Texas). ˗ Strongest office submarket in Houston, exceptional underlying supply/demand characteristics.

6 Post Oak Central: Property Overview Market Houston (Galleria) Year Built 1975-1981 (3 buildings) RSF 1.3MM SF Class A Occupancy 92% Parking Ratio 3.5 per 1,000 Average Remaining Lease Term 5.5 Years Rents Approximately 20% below market Key Tenants Apache Corporation, Stewart Information Services, GDF Suez Amenities Conference center, ground-floor retail, daycare, restaurants Sustainability LEED Gold

7 Galleria Market Overview • 18MM RSF of office ‒ Class A vacancy: 8.3% • 4.9MM SF of retail ‒ 99% occupancy Under Contract for $278/SF 50% interest recently sold ~$265/SF

8 Terminus: Transaction Overview • Reduced overall economic ownership of Terminus 100 and Terminus 200 from 65% to 50% ˗ Increased ownership interest in Terminus 200 @ $290/SF. Reduced ownership interest in Terminus 100 @ $320/SF. ˗ Venture assumed the existing $136 million loan on Terminus 100. ˗ Venture repaid the $75 million loan on Terminus 200 and anticipates securing a new long-term non- recourse mortgage post-closing. 72.4% 82.4% 70% 72% 74% 76% 78% 80% 82% 84% Buckhead Class A Occupancy Inventory: Unchanged Net Absorption: 1.4 million SF 2010 2011 2012

9 Terminus 100: Property Overview Market Atlanta (Buckhead) Year Built 2007 RSF 584K Office; 70K Retail Class AA Occupancy 94% Parking Ratio 2.00 per 1,000 Average Remaining Lease Term 5.2 Years Rents Approximately 5% - 10% above market Key Tenants CBRE, Morgan Stanley Smith Barney, Wells Fargo Amenities Terminus Club, Café Street Sustainability LEED Silver

10 Terminus 200: Property Overview Market Atlanta (Buckhead) Year Built 2009 RSF 566K Class AA Occupancy 88% Parking Ratio 2.00 per 1,000 Average Remaining Lease Term 9.3 Years Rents Market Key Tenants Greenberg Traurig, Kids II, North Highland Company Amenities Terminus Club, Café Street Sustainability LEED Gold

11 Development/Value Creation Opportunity Competitive Advantage through Expertise and Relationships Acquire Below Replacement Cost Executing the Strategy Class-A Office TX, GA, NC Exceptional Urban Location Post Oak Central. Promenade. 2100 Ross. Post Oak Central Houston, TX 2013 Promenade Atlanta, GA 2011 2100 Ross Dallas, TX 2012