8-K

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): June 6, 2016

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 No.)
191 Peachtree Street NE, Suite 500 Atlanta, Georgia		30303
(Address of Principal Executive Offices)		(Zip code)

(404) 407-1000

(Registrant’s telephone number, including area code)

N/A

(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:

x 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 1.01. Entry into a Material Definitive Agreement.

On June 6, 2016, Cousins Properties Incorporated (“Cousins”) and certain of its subsidiaries (collectively, the “Company”) entered into a First Amendment (the “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (the “Credit Agreement”), by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent. The Amendment modifies certain provisions of the Credit Agreement to, among other things, permit the transactions contemplated by the previously announced agreement and plan of merger, dated as of April 28, 2016, by and among Cousins, Clinic Sub Inc., Parkway Properties, Inc. (“Parkway”), and Parkway Properties LP, pursuant to which Cousins and Parkway will combine through a stock-for-stock merger, followed by a spin-off of the Houston-based assets of both Cousins and Parkway into a new publicly traded real estate investment trust.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01. Other Events.

Cousins intends to distribute copies of an investor presentation (the “Investor Presentation”) to analysts, institutional investors, and other persons in connection with presentations to be made, or meetings to be held, by Cousins at the National Association of Real Estate Investment Trust’s REITWeek Investor Forum in New York, New York, June 7 – 9, 2016. A copy of this Investor Presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Additionally, Cousins has posted a copy of the Investor Presentation on its Investor Relations page at www.cousinsproperties.com.

Cautionary Note Regarding Forward-Looking Statements

This document may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Cousins Properties Incorporated (“Cousins”) and Parkway Properties, Inc. (“Parkway”) operate and beliefs of and assumptions made by Cousins management and Parkway management, involve uncertainties that could significantly affect the financial or operating results of Cousins, Parkway, the combined company or any company spun-off by the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Cousins and Parkway, including future financial and operating results, 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 transactions to tenants, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions — 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 the ability to consummate the proposed merger and the timing of the closing of the proposed merger; risks associated with the ability to consummate the proposed spin-off of a company holding the Houston assets of Cousins and Parkway, Parkway, Inc. (“New Parkway”), and the timing of the closing of the proposed spin-off; risks associated with the ability to list the common stock of New Parkway on the New York Stock Exchange following the proposed spin-off; risks associated with the ability to consummate certain asset sales contemplated by Parkway and the timing of the closing of such proposed asset sales; risks associated with the ability to consummate the proposed reorganization of certain assets and liabilities of Cousins and Parkway, including the

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contemplated structuring of Cousins and New Parkway as “UPREITs” following the consummation of the proposed transactions; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the proposed transactions; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of such indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the proposed transactions; the potential liability for a failure to meet regulatory requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the geographic concentration of Cousins, Parkway or New Parkway; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with tenants, employees, customers and competitors; the unfavorable outcome of any legal proceedings that have been or may be instituted against Cousins, Parkway or any company spun-off by the combined company; significant costs related to uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial market, insurance rates and interest rates; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Cousins and Parkway. Cousins and Parkway do not intend, and undertake no obligation, to update any forward-looking statement.

Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed transactions, Cousins filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Cousins and Parkway that also constitutes a prospectus of Cousins. Investors and security holders are urged to read the preliminary joint proxy statement/prospectus and other relevant documents filed with the SEC, when they become available (including the definitive joint proxy statement/prospectus), because they will contain important information about the proposed transactions. Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Cousins by contacting Cousins Investor Relations at (404) 407-1898. Investors and security holders may obtain free copies of the documents filed with the SEC by Parkway by contacting Parkway Investor Relations at (407) 650-0593.

Cousins and Parkway and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about Cousins’ directors and executive officers is available in Cousins’ proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 22, 2016. Information about directors and executive officers of Parkway is available in the proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 28, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the merger when they become available (including the definitive joint proxy statement/prospectus). Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Cousins or Parkway using the sources indicated above. This communication and the information contained herein 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 would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	First Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2016, among Cousins Properties Incorporated, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
99.1	Investor Presentation of Cousins Properties Incorporated, dated June, 2016.

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SIGNATURE

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

	COUSINS PROPERTIES INCORPORATED
Date: June 7, 2016	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President and General Counsel

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Exhibit No.	Description
10.1	First Amendment to Third Amended and Restated Credit Agreement, dated as of June 6, 2016, among Cousins Properties Incorporated, the co-borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.
99.1	Investor Presentation of Cousins Properties Incorporated, dated June, 2016.

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 6, 2016, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each Lender that is a party hereto, JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and SUNTRUST BANK, as Documentation Agent and an L/C Issuer.

RECITALS

A. The Borrower, the Co-Borrowers, the Guarantors, the Lenders, the L/C Issuers, the Administrative Agent and certain other agents are parties to that certain Third Amended and Restated Credit Agreement, dated as of May 28, 2014 (as amended prior to the date hereof, the “Credit Agreement”).

B. The Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement as more specifically set forth herein, to which request the Administrative Agent and the Lenders are willing to consent, subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Credit Agreement, as amended hereby.

2. Interpretation. The rules of interpretation set forth in Sections 1.02, 1.03, 1.04, 1.05, 1.06 and 1.07 of the Credit Agreement shall be applicable to this Amendment and are incorporated herein by this reference.

3. Amendments to Credit Agreement. Subject to the terms and conditions hereof, and with effect from and after the Effective Date (as defined below):

(a) Section 1.01 of the Credit Agreement shall be amended by adding the following defined terms in their respective proper alphabetical order:

“ ‘First Amendment’ means that certain First Amendment to Third Amended and Restated Credit Agreement dated as of June 6, 2016.”

“ ‘Operating Partnership’ means a direct or indirect Subsidiary of the Borrower that (a) is a Co-Borrower hereunder, (b) owns, directly or indirectly, substantially all of the assets owned by the Borrower and the Consolidated Entities, taken together on a consolidated basis and (c) is designated as the “Operating Partnership” by the Borrower in a written notice to the Administrative Agent.”

(b) Section 1.01 of the Credit Agreement shall be amended to delete the parenthetical at the end of clause (b)(iii) in the defined term “Change of Control”.

(c) Section 1.02 of the Credit Agreement shall be amended to add the following as a new clause (e) immediately below clause (d) thereof:

“(e) Notwithstanding anything to the contrary herein or in any other Loan Document, the Operating Partnership and each of its wholly-owned Subsidiaries shall be deemed to be wholly-owned Subsidiaries of the Borrower.”

(d) Section 7.04 of the Credit Agreement shall be amended (i) to delete the word “and” at the end of paragraph (b) thereof, (ii) to delete the period at the end of paragraph (c) thereof and replace it with “;and” and (iii) to add the following immediately below paragraph (c) as a new paragraph (d):

“(d) any Consolidated Entity of the Borrower may merge, dissolve, liquidate or consolidate with or into any other Person in connection with (i) any Investment permitted under Section 7.02, or (ii) any Disposition permitted under Section 7.05; provided, in each case, that (A) if the surviving entity is a Consolidated Entity of the Borrower, such Person shall become a Guarantor to the extent required by Section 6.12 and (B) after giving effect to such merger, dissolution, liquidation or consolidation, the Borrower shall be in compliance, on a pro forma basis, with Section 7.11 and (solely to the extent that in connection with any such merger, dissolution, liquidation or consolidation, the Borrower or any of the Consolidated Entities creates, incurs or assumes any Indebtedness for Money Borrowed) Section 7.03.”

(e) Section 7.06(b) of the Credit Agreement shall be amended to add the following parenthetical immediately prior to the semicolon at the end thereof:

“(or in the case of the Operating Partnership or any non-wholly-owned Subsidiaries of the Borrower, to the Borrower or any Subsidiary of the Borrower that is a direct or indirect shareholder of the Operating Partnership or such non-wholly owned Subsidiary and to each other owner of Capital Stock of such Person on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests)”.

(f) Section 7.08 of the Credit Agreement shall be amended to add the following immediately prior to the period at the end thereof:

“; provided that the foregoing restriction shall not apply to transactions between or among the Borrower and any of its Subsidiaries or between or among Subsidiaries of the Borrower”.

4. Representations and Warranties; FATCA Certification. Each of the Loan Parties that is a party to this Amendment hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a) immediately after the effectiveness of this Amendment on the Effective Date, no Default has occurred and is continuing;

(b) the execution and delivery by such Loan Party of this Amendment, and the performance by such Loan Party of this Amendment and the Credit Agreement as amended hereby (the “Amended Credit Agreement”), have been duly authorized by all necessary corporate or other organizational action and do not and will not (i) contravene the terms of any of such Person’s organization documents; (ii) contravene, constitute a default under or result in any breach of, or the creation of any Lien under, (A) any material Contractual Obligation to which such Person is a party or (B) any material order, injunction, writ or decree of any Governmental Authority or any material arbitral award to which such Person or its property is subject; or (iii) violate any Law applicable to such Person or its property;

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(c) this Amendment and the Amended Credit Agreement each constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto in accordance with its terms, except (i) that enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, whether in a proceeding at law or in equity;

(d) the representations and warranties of such Loan Party contained in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty is true and correct in all respects) on and as of the Effective Date, except to the extent of changes resulting from matters permitted under the Loan Documents or other changes in the ordinary course of business not having a Material Adverse Effect except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except, if a qualifier relating to materiality or Material Adverse Effect or a similar concept already applies, such representation or warranty is true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4(d), the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Amended Credit Agreement; and

(e) The Persons appearing as Guarantors on the signature pages to this Amendment constitute all Persons who are required to be Guarantors pursuant to the terms of the Amended Credit Agreement and the other Loan Documents as of the date hereof, including without limitation all Persons who were required to become Guarantors after the Closing Date, and each of such Persons has become and remains a party to the Guaranty as a Guarantor as of the date hereof to the extent required by the terms of the Amended Credit Agreement and the other Loan Documents.

For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (FATCA), from and after the Effective Date of this Amendment, each Loan Party and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Amended Credit Agreement and this Amendment as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

5. Effective Date.

(a) This Amendment will become effective as of the date when each of the following conditions precedent has been satisfied (the “Effective Date”):

(i) the Administrative Agent shall have received from the Loan Parties and the Required Lenders a duly executed counterpart to this Amendment;

(ii) the Administrative Agent shall have received, to the extent invoiced on or prior to the Effective Date, payment of all out-of-pocket expenses required to be paid or reimbursed by the Borrower pursuant to Section 10.04 of the Credit Agreement;

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(iii) immediately after giving effect to this Amendment, as of the Effective Date, no Default or Event of Default shall have occurred and be continuing; and

(iv) such officer’s certificates (including without limitation related resolutions) as the Administrative Agent shall reasonably request.

(b) From and after the Effective Date, the Credit Agreement is amended or modified as set forth herein.

(c) The Administrative Agent will notify the Borrower and the Lenders of the occurrence of the Effective Date.

6. Miscellaneous.

(a) This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns as provided in Section 10.07 of the Credit Agreement. No third party beneficiaries are intended in connection with this Amendment. Notwithstanding the provisions of Section 6.12(b)(B) of the Credit Agreement, the Operating Partnership shall become a Co-Borrower automatically and immediately upon the delivery to the Administrative Agent by the Borrower of the materials described in Sections 6.12(a)(i) and (ii) (it being understood that such materials shall be deemed to be in form, content and scope satisfactory to the Administrative Agent and to include all such documents that the Administrative Agent deems necessary for the purposes described therein if such materials shall be substantially consistent in form and substance with materials delivered by the Borrower in connection with joinders of Guarantors under the Agreement prior to the date hereof) and Sections 6.12(b)(i), (ii) and (iii) of the Credit Agreement as they relate to the Co-Borrower (or at such later time as is specified in a written notice from the Borrower to the Administrative Agent). In addition, the Lenders hereby waive any Default or Event of Default that would arise from the incurrence of any indebtedness by any Subsidiary of the Borrower under any credit facility (as well as the incurrence of Liens to secure the obligations incurred in connection therewith and the entry into the definitive documentation with respect thereto) in connection with or in anticipation of the distribution of such Subsidiary’s Capital Stock to the shareholders of the Operating Partnership and/or the Borrower, provided that (i) such distribution is not otherwise prohibited by the terms of the Credit Agreement, (ii) such distribution occurs no later than three Business Days following the incurrence of such indebtedness and (iii) after giving effect to such distribution such Subsidiary shall cease to be a Subsidiary and a Consolidated Entity.

(b) THIS AMENDMENT IS SUBJECT TO THE PROVISIONS OF SECTIONS 10.17 AND 10.18 OF THE CREDIT AGREEMENT RELATING TO GOVERNING LAW, VENUE, AND WAIVER OF RIGHT TO TRIAL BY JURY, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE INCORPORATED HEREIN IN FULL.

(c) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Transmission of signatures of any party by facsimile or PDF by email shall for all purposes be deemed the delivery of original, executed counterparts thereof and the Administrative Agent is hereby authorized to make sufficient photocopies thereof to assemble complete counterparty documents. Except as provided in Section 5, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties required to be a party hereto.

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(d) This Amendment, together with the Amended Credit Agreement and the other Loan Documents (collectively, the “Relevant Documents”), contain the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein. This Amendment supersedes all prior drafts and communications with respect to the subject matter hereof. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement.

(e) If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(f) All references in any of the Loan Documents to the “Credit Agreement” shall mean the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” under and as defined in the Credit Agreement.

(g) The Borrower agrees to pay, in accordance with and subject to the limitations in Section 10.04 of the Credit Agreement, all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder.

(h) The Loan Documents and the terms and provisions thereof, as modified and amended hereby, shall remain in full force and effect following the effectiveness hereof. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(i) Each Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Guaranty (including without limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and the enforceability of the Guaranty against such Guarantor in accordance with its terms.

[Remainder of page intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER:	COUSINS PROPERTIES INCORPORATED,
	a Georgia corporation
	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President
GUARANTORS:	CPI 191 LLC,
	a Georgia limited liability company
		By:	Cousins Properties Incorporated, a Georgia corporation, as managing member
		By:	/s/ Pamela F. Roper
		Name:	Pamela F. Roper
		Title:	Senior Vice President
	COUSINS MURFREESBORO LLC,
	IPC INVESTMENTS LLC,
	CP 2100 ROSS LLC,
	COUSINS GREENWAY CENTRAL PLANT LLC,
	COUSINS GREENWAY EAST PARENT LLC,
	COUSINS GREENWAY OUTPARCEL WEST LLC,
	COUSINS GREENWAY WEST PARKING LLC,
	COUSINS 777 MAIN STREET LLC,
	COUSINS 3RD & COLORADO LLC,
	COUSINS NORTHPARK 400 LLC,
	COUSINS NORTHPARK 500/600 LLC,
	COUSINS CH HOLDINGS LLC,
	COUSINS SPRING & 8TH STREETS LLC,
	COUSINS FTC HOLDINGS LLC,
	CPI SERVICES LLC,
	COUSINS AVALON LLC,
	DC CHARLOTTE PLAZA INVESTMENT LLC,
	each a Georgia limited liability company
		By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
		By:	/s/ Pamela F. Roper
		Name:	Pamela F. Roper
		Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

COUSINS/DANIEL, LLC,
a Georgia limited liability company
	By:	Cousins, Inc., an Alabama corporation,
		its manager
	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President
COUSINS, INC.,
an Alabama corporation
By:	/s/ Pamela F. Roper
Name:	Pamela F. Roper
Title:	Senior Vice President
1230 PEACHTREE ASSOCIATES LLC,
COUSINS GREENWAY EIGHT TWELVE LLC,
each a Georgia limited liability company
By:	CP Venture IV Holdings LLC, a Delaware limited liability company, as sole member
		By:	Cousins Properties Incorporated, a Georgia corporation, as Administrative Manager and Development Manager
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President
ONE NINETY ONE PEACHTREE ASSOCIATES, LLC, a Georgia limited liability company
	By:	CPI 191 LLC, a Georgia limited liability company, as managing member
		By:	Cousins Properties Incorporated, a Georgia corporation, as managing member
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

COUSINS GREENWAY EDLOE PARKING LLC, COUSINS GREENWAY NINE LLC, each a Georgia limited liability company
By:	CF Murfreesboro Associates, a Delaware general partnership, as sole member
	By:	Cousins Murfreesboro LLC, a Georgia limited liability company, general partner
		By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President
	By:	Cousins TRS Services LLC, a Georgia limited liability company, general partner
			By:	CPI Services LLC, a Georgia limited liability company, as sole member
				By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
					By:	/s/ Pamela F. Roper
					Name:	Pamela F. Roper
					Title:	Senior Vice President
COUSINS GREENWAY WEST PARENT LLC, a Georgia limited liability company
By:	Cousins/Daniel, LLC, a Georgia limited liability company, as sole member
	By:	Cousins, Inc., an Alabama corporation, as manager
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

CF MURFREESBORO ASSOCIATES, a Delaware general partnership
By:	Cousins Murfreesboro LLC, a Georgia limited liability company, general partner
	By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
		By:	/s/ Pamela F. Roper
		Name:	Pamela F. Roper
		Title:	Senior Vice President
By:	Cousins TRS Services LLC, a Georgia limited liability company, general partner
	By:	CPI Services LLC, a Georgia limited liability company, as sole member
		By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President
CP VENTURE IV HOLDINGS LLC, a Delaware limited liability company
By:	Cousins Properties Incorporated, a Georgia corporation, Administrative Manager and Development Manager
	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

COUSINS GREENWAY WEST FIRST PARENT LLC,
a Georgia limited liability company
By:	Cousins Greenway West Parent LLC, a Georgia limited liability company, as sole member
	By:	Cousins/Daniel, LLC, a Georgia
		limited liability company, as sole member
		By:	Cousins, Inc., an Alabama corporation, as manager
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President
COUSINS SPRING & 8TH STREETS PARENT LLC, a Georgia limited liability company
By:	Cousins Spring & 8th Streets LLC, a Georgia limited liability company, as sole member
	By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
		By:	/s/ Pamela F. Roper
		Name:	Pamela F. Roper
		Title:	Senior Vice President
COUSINS CH INVESTMENT LLC, a Georgia limited liability company
By:	Cousins CH Holdings LLC, a Georgia limited liability company, as sole member
	By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

COUSINS FTC CHARLOTTE LP,
a Georgia limited partnership
By:	Cousins FTC Manager LLC a Georgia limited liability company, as general partner
	By:	Cousins FTC Holdings LLC, a Georgia corporation, as sole member
		By:	Cousins Properties Incorporated, a Georgia corporation, as sole member
			By:	/s/ Pamela F. Roper
			Name:	Pamela F. Roper
			Title:	Senior Vice President

BLALOCK LAKES, LLC COUSINS TRS SERVICES LLC, each a Georgia limited liability company
By:	CPI Services LLC, a Georgia limited liability company, as sole member
	By: Cousins Properties Incorporated, a Georgia corporation, as sole member
	By:	/s/ Pamela F. Roper
	Name:	Pamela F. Roper
	Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

LENDERS/AGENTS:

JPMORGAN CHASE BANK, N.A.,
individually in its capacity as a Lender, as Syndication Agent and as an L/C Issuer
By:	/s/ Rita Lai
Name:	Rita Lai
Title:	Executive Director

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

BANK OF AMERICA, N.A.,
individually in its capacity as a Lender, as Administrative Agent, as an L/C Issuer and as Swing Line Lender
By:	/s/ Michael J. Kauffman
Name:	Michael J. Kauffman
Title:	Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

SUNTRUST BANK,
individually in its capacity as a Lender, as Documentation Agent and as an L/C Issuer
By:	/s/ Francine Glandt
Name:	Francine Glandt
Title:	Senior Vice President, REIT Banking Group

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Matthew Ricketts
Name:	Matthew Ricketts
Title:	Managing Director

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ Chad McMasters
Name:	Chad McMasters
Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ J. Lee Hord
Name:	J. Lee Hord
Title:	Senior Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

MORGAN STANLEY BANK, N.A.,
as a Lender
By:	/s/ Dmitriy Barskiy
Name:	Dmitriy Barskiy
Title:	Authorized Signatory

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

CITIZENS BANK, NATIONAL ASSOCIATION,
as a Lender
By:	/s/ Nan E. Delahunt
Name:	Nan E. Delahunt
Title:	Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as a Lender
By:	/s/ J. Patrick Daugherty
Name:	J. Patrick Daugherty
Title:	Authorized Officer

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

ATLANTIC CAPITAL BANK, N.A.
as a Lender
By:	/s/ Patrick T. Hickey, Jr.
Name:	Patrick T. Hickey, Jr.
Title:	Executive Vice President

Signature Page to First Amendment to Third Amended and Restated Credit Agreement

EX-99.1

INVESTOR PRESENTATION

June 2016

Simple Platform. Trophy Assets. Opportunistic Investments.

Exhibit 99.1

Forward-Looking Statements

Cautionary Note Regarding Forward-Looking Statements

Additional Information about the Proposed Transactions and Where to Find It

This document may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes

of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Cousins Properties Incorporated (“Cousins”)

and Parkway Properties, Inc. (“Parkway”) operate and beliefs of and assumptions made by Cousins management and Parkway management, involve uncertainties that could significantly affect the financial or operating results of

Cousins, Parkway, the combined company or any company spun-off by the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” variations of such words and

similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Cousins and

Parkway, including future financial and operating results, 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 transactions to tenants, employees, stockholders and other constituents of the combined company, integrating our companies,

cost savings and the expected timetable for completing the proposed transactions — 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 the ability to consummate the proposed merger and the timing of the closing of the proposed merger; risks associated with the ability to consummate the proposed spin-off of a company

holding the Houston assets of Cousins and Parkway (“New Parkway”) and the timing of the closing of the proposed spin-off; risks associated with the ability to list the common stock of New Parkway on the New York Stock

Exchange following the proposed spin-off; risks associated with the ability to consummate certain asset sales contemplated by Parkway and the timing of the closing of such proposed asset sales; risks associated with the ability

to consummate the proposed reorganization of certain assets and liabilities of Cousins and Parkway, including the contemplated structuring of Cousins and New Parkway as “UPREITs” following the consummation of the

proposed transactions; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the proposed transactions; the ability to secure favorable interest rates on

any borrowings incurred in connection with the proposed transactions; the impact of such indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees;

the ability to realize anticipated benefits and synergies of the proposed transactions; the potential liability for a failure to meet regulatory requirements, including the maintenance of REIT status; material changes in the dividend

rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in financial condition of joint venture

partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the geographic concentration of Cousins, Parkway or New Parkway; risks

associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with tenants, employees,

customers and competitors; the unfavorable outcome of any legal proceedings that have been or may be instituted against Cousins, Parkway or any company spun-off by the combined company; significant costs related to

uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that

may be obtained in connection with the proposed transactions; changes in local, national and international financial market, insurance rates and interest rates; and those additional risks and factors discussed in reports filed with

the Securities and Exchange Commission (“SEC”) by Cousins and Parkway. Cousins and Parkway do not intend, and undertake no obligation, to update any forward-looking statement.

In connection with the proposed transactions, Cousins has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of Cousins and Parkway that also constitutes a prospectus of

Cousins. Investors and security holders are urged to read the preliminary joint proxy statement/prospectus and other relevant documents filed with the SEC, when they become available (including the definitive joint proxy

statement/prospectus), because they contain important information about the proposed transactions. Investors and security holders may obtain free copies of these documents, and other documents filed with the SEC, at

www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Cousins by contacting Cousins Investor Relations at (404) 407-1898. Investors and security holders may

obtain free copies of the documents filed with the SEC by Parkway by contacting Parkway Investor Relations at (407) 650-0593.

Cousins and Parkway and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed

transactions. Information about Cousins’ directors and executive officers is available in Cousins’ proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 22, 2016. Information about directors and

executive officers of Parkway is available in the proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 28, 2016. Other information regarding the participants in the proxy solicitation and a

description of their direct and indirect interests, by security holdings or otherwise, is contained in the preliminary joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the merger when they

become available (including the definitive joint proxy statement/prospectus). Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions when it becomes

available. You may obtain free copies of these documents from Cousins or Parkway using the sources indicated above. This communication and the information contained herein 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 would be unlawful prior to registration or qualification under the securities laws of any

such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Cousins Overview Post-Transactions

Class

A

Office

Portfolio

»

41

first

class

assets

»

15.8

million

rentable

square

feet

2

»

81%

urban

2

»

Average 450,000 square feet per asset

»

Average

year built 1996

»

Average

in-place

cash

rent

per

square

foot

$30.78

3

»

91% leased

»

Undepreciated

book

value

~$4.8

billion

4

High Growth Sunbelt Markets

»

Atlanta

»

Austin

»

Charlotte

»

Orlando

»

Phoenix

»

Tampa

Strong, simple balance sheet

»

~5.2x

net

debt/EBITDA

5

»

Among best in the office REIT industry

Value

Creation

Expertise

6

»

$367

million

development

pipeline

»

Office

portion

74%

leased

Source: Derived from Q1 2016 Cousins and Parkway filings.

1.

Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings

adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016.

Includes Cousins mixed-use assets; excludes Cousins assets under construction.

2.

Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata

GAAP NOI.

3.

Reflects contractual rent, includes pro rata share of JV.

4.

Represents the combined undepreciated book value of Cousins and Parkway derived from 31-Dec-2015

company filings adjusted for the Houston spin-off, 2016 actual sales and 2016 projected sales.

Undepreciated book value represents total assets in accordance with GAAP plus accumulated depreciation

of real estate assets and accumulated depreciation of intangible assets.

5.

Represents management’s estimate of leverage and latest quarter annualized EBITDA as of 31-Dec-2016

6.

As reported in Cousins 31-Mar-2016 filings. Also includes Dimensional Fund Advisors build-to-suit.

7.

Geographic breakdown per 1Q 2016 GAAP NOI, includes pro rata share of JVs.

Market Concentration

7

1

Atlanta

47%

Charlotte

17%

Austin

15%

Tampa

9%

Phoenix

6%

Orlando

5%

Miami

1%

1

1

Cousins Strategic Objectives

Assemble trophy office portfolio in high growth Sun Belt markets

Post

Transactions:

15.8

mm

square

feet

1

of

Class

A

office

towers

in

high

growth

urban Sun Belt markets

Achieve compelling critical mass in leading urban submarkets

Post

Transactions:

#1

Class

A

office

owner

2

in

four

of

the

strongest

urban

submarkets in the Sun Belt

Command premium rents in our markets

Post

Transactions:

Cousins

assets

command

20%

-

56%

premium

3

in

their

respective markets

Secure a diversified customer base with limited near-term lease

expirations

Post Transactions: No single industry represents more than 20% of our customer

base

4

and

our

weighted

average

lease

term

is

~6.5

years

5

.

Maintain a conservative balance sheet positioned for growth

Post Transactions: Increased scale, simple capital structure and industry leading

leverage

1.

Source: Derived from Q1 2016 Cousins and Parkway filings. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset

sales in 2016 and planned asset sales in 2016. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. Includes Cousins mixed-use assets; excludes Cousins assets under construction.

2.

Source: CoStar. Based on 100% of building square footage. Does not include owner occupied buildings Represents management’s estimate of leverage and latest quarter annualized EBITDA as of 31-Mar-2016

3.

Source: CoStar 1Q 2016 Market Reports. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.

4.

See slide 9 for source and data.

5.

See slide 10 for source and data.

2

Assemble Trophy Office Portfolio in High Growth Sun Belt Markets

Source: Q1 2016 Cousins and Parkway filings.

Promenade / Atlanta, GA

777,000 Sq. Ft.;

93% Leased

Terminus / Atlanta, GA

1,225,000 Sq. Ft.; 92% Leased

Fifth Third Center /

Charlotte, NC

698,000 Sq. Ft.;

96% Leased

Hayden Ferry Lakeside / Phoenix, AZ

788,000 Sq. Ft.; 93% Leased

San Jacinto Plaza / Austin, TX

406,000 Sq. Ft.; 99% Leased

One Buckhead Plaza /

Atlanta, GA

464,000 Sq. Ft.; 95% Leased

Colorado Tower /

Austin, TX

373,000 Sq. Ft.;

100% Leased

3

Assemble Trophy Office Portfolio in High Growth Sun Belt Markets

4

Source: Q1 2016 Cousins and Parkway filings. Includes recently announced leasing at 191 Peachtree.

816 Congress / Austin, TX

435,000 Sq. Ft.;

99% Leased

3344 Peachtree / Atlanta, GA

485,000 Sq. Ft.; 98% Leased

Bank of America

Center / Orlando, FL

421,000 Sq. Ft.;

90% Leased

Northpark Town Center / Atlanta, GA

1,528,000 Sq. Ft.; 84% Leased

One Congress Plaza /

Austin, TX

515,000 Sq. Ft.;

89% Leased

Hearst Tower / Charlotte, NC

963,000 Sq. Ft.; 98% Leased

191 Peachtree / Atlanta, GA

1,225,000 Sq. Ft.; 92% Leased

Tempe Gateway / Phoenix, AZ

264,000 Sq. Ft.; 99% Leased

Assemble Trophy Office Portfolio in High Growth Sun Belt Markets

Source: Derived from Q1 2016 Cousins and Parkway filings at pro rata share includes mixed-use projects, BLS.gov employment growth as of April 2016, CoStar 1Q 2016 Market Report.

2.9%

3.2%

3.4%

3.6%

4.0%

4.5%

Charlotte

Atlanta

Tampa

Phoenix

Austin

Orlando

Employment Growth

Construction as a % of Total Inventory

US Avg.

1.9%

Phoenix, AZ

Austin, TX

Tampa, FL

Orlando, FL

Atlanta,

GA

Charlotte,

NC

Year-Over-Year

777,000 Sq. Ft.

95% Leased

1,902,000 Sq. Ft.

92% Leased

1,681,000 Sq. Ft.

85% Leased

7,790,000 Sq. Ft.

89% Leased

1,038,000 Sq. Ft.

90% Leased

2,588,000 Sq. Ft.

99% Leased

5

0.1%

0.3%

1.1%

1.5%

2.0%

2.9%

Tampa

Orlando

Atlanta

Phoenix

Austin

Charlotte

% of Inventory Under Construction

10-Year Historical Avg.

Achieve Compelling Critical Mass in Leading Urban Submarkets

Atlanta -

Buckhead

Charlotte -

Uptown

Source: CoStar. Based on 100% of building square footage. Does not include owner occupied buildings.

21%

Market Share

of Class A Office

#1

Class A Office Owner

by Sq. Ft.

20%

Market Share

of Class A Office

#1

Class A Office Owner

by Sq. Ft.

6

7

Austin

-

CBD

Phoenix -

Tempe

23%

Market Share

of Class A Office

28%

Market Share

of Class A Office

#1

Class A Office Owner

by Sq. Ft.

#1

Class A Office Owner

by Sq. Ft.

Source: CoStar. Based on 100% of building square footage. Does not include owner occupied buildings.

Achieve Compelling Critical Mass in Leading Urban Submarkets

Austin

Charlotte

Atlanta

Command Premium Rents in Our Markets

Orlando

Phoenix

Tampa

8

Source: CoStar 1Q 2016 Market Reports.

1.

Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.

56%

Higher

40%

Higher

26%

Higher

23%

Higher

40%

Higher

20%

Higher

Class

A

Asking

Rent

($/Sq.

Ft.

)

1

$23.03

$25.30

$27.53

Orlando

CBD

Cousins

CBD

$27.18

$29.94

$37.99

Phoenix

Tempe

Cousins

Tempe

$25.62

$28.47

$31.39

Tampa Bay

Westshore

Cousins

Westshore

$36.16

$44.01

$50.66

Austin

CBD

Cousins

CBD

$26.52

$29.31

$33.36

Charlotte

Metro

Uptown

Cousins

Uptown

$25.75

$32.97

$40.05

Atlanta

Buckhead

Cousins

Buckhead

Secure a Diversified Customer Base

9

Source: Q4 2015 Cousins and Parkway filings.

Note: Does not include NCR or Dimensional Fund Advisors developments.

1.

Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2016 adjusted for the spin-off of New Parkway, asset sales in

2016 and planned asset sales in 2016.

Rank

Customer

% of Annual

Base Rent

Leased

Sq. Ft.

1

4.7%

1,210,877

2

2.3%

261,407

3

1.7%

227,592

4

1.5%

198,648

5

1.5%

259,998

6

1.5%

181,323

7

1.4%

167,723

8

1.3%

159,136

9

1.3%

275,160

10

1.3%

139,461

Total

18.4%

3,081,325

Other

17%

Portfolio

Top

Customers

Customers

by

Industry

1

1

Financial

Services

20%

Real

Estate

4%

Marketing &

Media

6%

Technology

8%

Professional

Services

8%

Consumer

Goods &

Services

9%

Healthcare

Services

9%

Legal

Services

19%

3%

7%

8%

9%

7%

14%

13%

39%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

2016

2017

2018

2019

2020

2021

2022

2023 +

Weighted Average Remaining

Lease Term of ~6.5 years

Limited Near-Term Lease Expirations

Expiring % of Total Sq. Ft.

Note:

Information

above

represents

combined

lease

expirations

of

Cousins

and

Parkway

reported

in

Q1

2016

filings

adjusted

for

the

assets

sold

in

2016,

planned

asset

sales

of

Parkway

and

the

New

Parkway

spin-off.

1.

Includes Hayden Ferry III development.

10

1

1

-

$82MM

$490MM

$146MM

$201MM

$45MM

$107MM

$383MM

2016

2017

2018

2019

2020

2021

2022

2023+

Maintain a Conservative Balance Sheet Positioned for Growth

Near-Term Refinance

Opportunities

Wtd. Avg.

Interest Rate

6

2.2%

3.3%

6.1%

2.8%

6.3%

4.3%

4.2%

Net

Debt

/

EBITDA

Debt

Maturity

Schedule

(mm)

5

= Parkway

= Cousins

1.

HIW / BXP / KRC / SNL Office Index leverage represents net debt divided by latest

quarter annualized EBITDA per 1Q 2016 respective company filings.

2.

Represents the combined undepreciated book value of Cousins and Parkway

derived from 31-Dec-2015 company filings adjusted for the Houston spin-off, 2016

actual sales and 2016 projected sales. Undepreciated book value represents total

assets in accordance with GAAP plus accumulated depreciation of real estate

assets and accumulated depreciation of intangible assets.

3.

Represents management’s estimate of leverage and latest quarter annualized

EBITDA as of 31-Dec-2016.

4.

SNL Office Index is calculated as the weighted average net debt to EBITDA for

companies that disclose such metrics in 1Q 2016 company filings.

5.

Represents combined debt of Cousins and Parkway as reported in 1Q 2016

company filings adjusted for the repayment of Parkway term debt, the repayment

of debt associated with the assumed asset sales and additional mortgage debt on

currently unencumbered properties.

6.

Weighted average interest rate represents existing debt only.

Increased scale

»

~$4.8 billion undepreciated

book

value

»

Improves access to capital

Low leverage

»

~5.2x

net

debt/EBITDA

»

Simple capital structure

»

Among best in the office REIT

industry

Refinance opportunities

»

~$500mm 2017 debt maturities

»

Take advantage of historically

low long-term rates

11

2

3

1

Cousins

at Closing³

BXP

HIW

KRC

SNL Office

Index

4

~5.2x

5.3x

5.4x

6.0x

6.5x

Appendix

  

Atlanta Snapshot
Office Portfolio Composition1 Industry Concentration3
Properties 14
Technology
Healthcare 12%
Legal
Total Square Feet 7,205,000 Services Services
15%
11%
% Leased 90% Professional
Financial Services
Services 8%
% Urban 79% 18%
Average Year Built 1994 Consumer
Goods &
Other Services
Average Asking 17% 8%
$30.22
Rent PSF2 Real Estate
Insurance 5% 7%
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
10-Year Class-A Office Trends4
20% 100%
15% 95%
10% 88% 90%
5% 85%
0% 6.2% 80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy

  

Austin Snapshot
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI. Research Park V not included due to no 1Q 2016 GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
Office Portfolio Composition1 Industry Concentration3
Financial
Properties 5 Services
17%
Professional
Total Square Feet 1,902,000 Services
10%
Energy
% Leased 92% Legal 7%
Services
39%
Technology
% Urban 100% 6%
Average Year Built 1993
Other Government
Average Asking 9% 4%
$49.23
Rent PSF2 Consumer
Marketing & Goods &
Media 3% Services 4%
10-Year Class-A Office Trends4
20% 100%
15% 95%
90%
10% 90%
5% 8.8% 85%
0% 80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy

  

Charlotte Snapshot
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
Office Portfolio Composition1 Industry Concentration3
Properties 4 Legal
Services
22% Marketing &
Total Square Feet 2,588,000 Media
16%
% Leased 99%
Consumer
Goods &
Services
% Urban 100% 13%
Financial
Services
40%
Average Year Built 2002 Professional
Services
Energy 5%
Average Asking
Rent PSF2 $33.36 Insurance 1% 1%
Other Government
2% 1%
10-Year Class-A Office Trends4
20% 100%
15% 91% 95%
10% 90%
5% 9.3% 85%
0% 80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy

  

Orlando Snapshot
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
Office Portfolio Composition1 Industry Concentration3
Properties 3
Construction
& Design
Total Square Feet 1,038,000 Professional Services 8%
12% Government
7%
% Leased 90%
Non-Profit
4%
% Urban 100%
Financial
Average Year Built 1983 Services
22% Real Estate
3%
Average Asking $27.53
Rent PSF2 Consumer
Goods &
Services 3%
Other 7%
10-Year Class-A Office Trends4
20% 100%
15% 95%
10% 87% 90%
5% 85%
0% 4.3% 80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy

  

Phoenix Snapshot
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
Office Portfolio Composition1 Industry Concentration3
Properties 6 Consumer
Goods &
Services Marketing &
15% Media
Total Square Feet 777,000 12%
Financial
% Leased 95% Insurance Services
20% 10%
% Urban 100%
Average Year Built 2008
Transportation Technology
21% 9%
Average Asking
Rent PSF2 $37.99 Professional
Services 7%
Other Construction
3% & Design 3%
10-Year Class-A Office Trends4
20% 100%
15% 95%
10% 6.9% 90%
5% 85% 85%
0% 80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy

  

Tampa Snapshot
Source: Derived from Q1 2016 Cousins and Parkway filings.
1. Represents the combined categories of Cousins and Parkway as reported in 31-Mar-2016 company filings adjusted for the spin-off of New Parkway, actual asset sales in 2016 and planned asset sales in 2016. Excludes Cousins mixed-use assets; excludes Cousins assets under construction. Includes pro rata share of JV rentable square footage as of 31-Mar-2016. % Urban is based on pro rata GAAP NOI.
2. Source: Costar. Represents weighted average gross rental rates; where net rents are quoted, operating expenses are added to achieve gross rents.
3. Represents combined customers of Cousins and Parkway as a percentage of annual contractual rent as reported at 31-Dec-2015 adjusted for the spin-off of New Parkway, asset sales in 2016 and planned asset sales in 2016.
4. Source: Costar
Office Portfolio Composition1 Industry Concentration3
Properties 6 Consumer
Goods &
Financial Services
Services 13%
Total Square Feet 1,681,000 14% Technology
9%
% Leased 85% Professional
Legal Services
Services 9%
% Urban 0% 17%
Average Year Built 1999
Healthcare
Services Manufacturing
Average Asking 19% 9%
$31.39
Rent PSF2 Construction
& Design
Other 4%
8%
10-Year Class-A Office Trends4
20% 100%
15% 90% 95%
10% 90%
5% 85%
0% 4.3%80%
-5% 75%
-10% 70%
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
Change in Market Rent (YOY) Market Occupancy