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): September 9, 2013
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia | 001-11312 | 58-0869052 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
191 Peachtree Street NE, Suite 500,
Atlanta, Georgia 30303-1740
(Address of principal executive offices)
Registrants 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):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 July 29, 2013, Cousins Properties Incorporated (the Company, we, us or our) filed a Current Report on Form 8-K disclosing that we had entered into:
| a purchase and sale contract (the Greenway Purchase Agreement) with Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC, affiliates of Crescent Real Estate Holdings, LLC (Seller), to purchase Greenway Plaza, a 10-building, approximately 4.4 million square foot office complex in Houston, Texas, for approximately $950 million, before adjustment for brokers fees, transfer taxes, and other customary closing costs, and |
| a purchase and sale contract (the 777 Main Purchase Agreement and together with the Greenway Purchase Agreement, the Purchase Agreements) with MS Crescent One SPV, LLC, an affiliate of Seller, to purchase 777 Main Street, an approximately 980,000 square foot Class A office building in downtown Fort Worth, Texas, for approximately $160 million, before adjustment for brokers fees, transfer taxes, and other customary closing costs. |
We refer to the acquisition of these properties as the Texas Acquisition. A description of the material terms and conditions of the Purchase Agreements was included under Item 1.01 of the Current Report on Form 8-K filed on July 29, 2013, and the Purchase Agreements were filed as Exhibits 2.1 and 2.2 thereto, and such description and exhibits are incorporated herein by reference.
On September 9, 2013, we closed the Texas Acquisition. The gross aggregate purchase price for the Texas Acquisition was approximately $1.1 billion, reduced by certain credits for tenant improvements, leasing commissions, standard income and expense prorations and other adjustments in an aggregate amount of approximately $45.5 million, in accordance with the terms of the Purchase Agreements.
The sources of cash to fund the purchase price included: (1) approximately $907.1 million in net proceeds from (a) our common stock offering that was completed on August 5, 2013, (b) the disposition of our interest in The Avenue Murfreesboro, a 752,000-square-foot open-air retail center in suburban Nashville, Tennessee, which sale closed on August 12, 2013, (c) property-level debt financings on Post Oak Central, a 1.3 million square foot Class-A office complex in the Galleria submarket of Houston, Texas, and Promenade, a 775,000 square foot Class-A office building located in the Midtown submarket of Atlanta, Georgia, which debt financings closed on September 6, 2013; (2) application of the aggregate $30 million earnest money deposit previously made in accordance with the terms of the Purchase Agreements; and (3) approximately $129.1 million drawn under our existing $350 million Credit Facility.
In the July 29, 2013 Current Report on Form 8-K, we also disclosed that we had entered into a Loan Agreement with JPMorgan Chase Bank, N.A. (JPM) and Bank of America, N.A. which would permit us to draw up to $950 million under a new term loan facility, with an accordion feature permitting us to increase the amount available by up to $150 million if we requested and received additional commitments for the increase, for an aggregate available facility amount up to $1.1 billion (the Term Loan). Because we elected not to draw down on the Term Loan in connection with the closing of the Texas Acquisition, and because the Term Loan specifies that any unused commitments for the Term Loan will automatically be terminated if the Texas Acquisition is closed without use of the Term Loan, there is no further material benefit or obligation for the Company with respect to the Term Loan.
Item 7.01. Regulation FD Disclosure.
On September 9, 2013, the Company issued press releases announcing the closing of the transaction and providing an update on the funding sources for the acquisition. A copy of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. The information contained in the press releases 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. Financial information relating to the Texas Acquisition under Rule 3-14 of Regulation S-X included as Exhibit 99.2 to the Current Report on Form 8-K filed on July 29, 2013 is incorporated into this Item 9.01 by reference. |
(b) | Pro Forma Financial Information. Unaudited pro forma financial information prepared in accordance with Article 11 of Regulation S-X as a result of the Texas Acquisition included as Exhibit 99.3 to the Current Report on Form 8-K filed on July 29, 2013 is incorporated into this Item 9.01 by reference. |
(d) | Exhibits. |
Exhibit |
Exhibit Description | |
2.1 | Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. (Incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on July 29, 2013.) | |
2.2 | Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent One SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. (Incorporated by reference from Exhibit 2.2 to the Current Report on Form 8-K filed on July 29, 2013.) | |
99.1 | Press Release dated September 9, 2013. | |
99.2 | Press Release dated September 9, 2013. | |
99.3 | Independent Auditors Report and Combined Statement of Revenue and Certain Expenses of Greenway Plaza and 777 Main for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 and related notes. (Incorporated by reference from Exhibit 99.2 to the Current Report on Form 8-K filed on July 29, 2013.) | |
99.4 | Unaudited Pro Forma Financial Information of the Company as of June 30, 2013, for the six months ended June 30, 2013 and for the year ended December 31, 2012. (Incorporated by reference from Exhibit 99.3 to the Current Report on Form 8-K filed on July 29, 2013.) |
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K contain forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risks. These forward looking statements include information about the Texas Acquisition, including the effects, consummation, and financing thereof. The forward looking statements are based upon our beliefs, assumptions, and expectations of our future performance, taking into account the information currently available to us. These beliefs, assumptions, and expectations may change as a result of many possible events or factors, not all of which are known to us. Readers should carefully review our financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, our Current Report on Form 8-K filed on July 29, 2013 and other documents we file from time to time with the Securities and Exchange Commission. The words believes, expects, anticipates, estimates, plans, may, intend, will, or similar expressions are intended to identify forward-looking statements. You should not place undue reliance on these forward looking statements, which apply only as of the date of this Current Report on Form 8-K. We undertake 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.
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: September 10, 2013
COUSINS PROPERTIES INCORPORATED | ||
By: | /s/ Pamela F. Roper | |
Pamela F. Roper | ||
Senior Vice President, General Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit |
Exhibit Description | |
2.1 | Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent Crown Greenway Plaza SPV, LLC, Crescent Crown Seven Greenway SPV, LLC, Crescent Crown Nine Greenway SPV, LLC, and Crescent Crown Edloe Garage SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. (Incorporated by reference from Exhibit 2.1 to the Current Report on Form 8-K filed on July 29, 2013.) | |
2.2 | Purchase and Sale Contract, dated as of July 19, 2013, by and between Crescent One SPV, LLC and Cousins Properties Incorporated (schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. (Incorporated by reference from Exhibit 2.2 to the Current Report on Form 8-K filed on July 29, 2013.) | |
99.1 | Press Release dated September 9, 2013. | |
99.2 | Press Release dated September 9, 2013. | |
99.3 | Independent Auditors Report and Combined Statement of Revenue and Certain Expenses of Greenway Plaza and 777 Main for the Six Months Ended June 30, 2013 (unaudited) and for the Year Ended December 31, 2012 and related notes. (Incorporated by reference from Exhibit 99.2 to the Current Report on Form 8-K filed on July 29, 2013.) | |
99.4 | Unaudited Pro Forma Financial Information of the Company as of June 30, 2013, for the six months ended June 30, 2013 and for the year ended December 31, 2012. (Incorporated by reference from Exhibit 99.3 to the Current Report on Form 8-K filed on July 29, 2013.) |
Exhibit 99.1
News Release
CONTACT:
Cameron Golden
Vice President of Investor Relations and Corporate Communications
(404) 407-1984
camerongolden@cousinsproperties.com
COUSINS PROPERTIES CLOSES $1.1 BILLION
TEXAS PORTFOLIO ACQUISITION
ATLANTA (September 9, 2013) Cousins Properties Incorporated (NYSE: CUZ) has completed its previously announced acquisition of Greenway Plaza, a 10-building, 4.4 million-square-foot office portfolio in Houston, and 777 Main, a 980,000-square-foot Class-A office tower in Fort Worth, Texas, for a total gross purchase price of approximately $1.1 billion in cash from Crescent Real Estate Holdings LLC.
About Cousins Properties
Cousins Properties Incorporated is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA primarily invests in Class-A office towers located in high growth Sunbelt markets, with a focus on Georgia, Texas and North Carolina. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets and opportunistic investments. For more information, please visit www.cousinsproperties.com.
-END-
Exhibit 99.2
News Release
CONTACT:
Cameron Golden
Vice President of Investor Relations and Corporate Communications
(404) 407-1984
camerongolden@cousinsproperties.com
COUSINS PROPERTIES CLOSES TWO MORTGAGES TOTALING $303 MILLION
ATLANTA (September 9, 2013) Cousins Properties Incorporated (NYSE: CUZ) announced today that it has closed two mortgages, at Post Oak Central and Promenade, generating approximately $303 million in proceeds.
The Post Oak Central non-recourse mortgage, totaling approximately $189 million, has a 7 year term and a fixed rate of 4.26%. Cousins purchased Post Oak Central, a Class-A office complex comprising 1.3 million square feet in the Galleria submarket of Houston, in February 2013 for approximately $233 million. The building is currently 94% leased, up from 92% leased at the time of purchase.
The $114 million Promenade non-recourse mortgage has a 9 year term and a fixed rate of 4.27%. Cousins purchased this Class-A office tower, located in the Midtown submarket of Atlanta, in November 2011 for approximately $135 million. The 774,000-square-foot building is 87% leased, up from 58% at the time of purchase.
The funds generated by these mortgages will be used to partially fund Cousins previously announced $1.1 billion Texas office portfolio acquisition, which closed today.
About Cousins Properties
Cousins Properties Incorporated is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA primarily invests in Class-A office towers located in high growth Sunbelt markets, with a focus on Georgia, Texas and North Carolina. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing and management of high-quality real estate assets. The Company has a comprehensive strategy in place based on a simple platform, trophy assets and opportunistic investments. For more information, please visit www.cousinsproperties.com.
Certain matters discussed in this press release 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 Cousins financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended December 31, 2012 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.
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