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): September 5, 2013

PARKWAY PROPERTIES, INC.

(Exact name of Registrant as Specified in its Charter)

Maryland	1-11533	74-2123597
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Bank of America Center, Suite 2400, 390 North Orange Avenue, Orlando, Florida 32801

(Address of Principal Executive Offices, including zip code)

(407) 650-0593

(Registrant’s telephone number, including area code)

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):

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 8.01 Other Events.

Parkway Properties, Inc. (“Parkway”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Thomas Properties Group, Inc. (“Thomas Properties”) and certain of their respective affiliates, dated September 4, 2013. Parkway and Thomas Properties issued a joint press release on September 5, 2013 announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, Parkway will host a conference call on Thursday, September 5, 2013 at 8:30 am Eastern regarding the proposed transaction during which they will discuss a presentation to analysts and investors. The slides to be used in connection with this analyst and investor presentation are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.

Forward-Looking Statements

Certain statements in this press release that are not in the present or past tense or that discuss Parkway’s and/or Thomas Properties’ expectations (including any use of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “outlook,” “project”, “should” or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon current beliefs as to the outcome and timing of future events. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Parkway and Thomas Properties operate and beliefs of and assumptions made by their respective management, involve uncertainties that could significantly affect the financial results of Parkway, Thomas Properties or the combined company. There can be no assurance that actual future developments affecting Parkway, Thomas Properties or the combined company will be those anticipated by Parkway or Thomas Properties. Examples of forward-looking statements include projected 2013 fully diluted EPS, share of depreciation and amortization, reported FFO per share, projected net operating income, cap rates, internal rates of return, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, expectations as to the timing of closing of acquisitions, dispositions and other potential transactions and descriptions relating to these expectations. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of Parkway or Thomas Properties) and are subject to change based upon various factors including, but not limited to, the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets and interest rates; the demand for and market acceptance of either company’s properties for rental purposes; the ability of either company to enter into new leases or renewal leases on favorable terms; the amount and growth of the either company’s expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions and competition in those areas where either company owns properties; risks associated with joint venture partners; risks associated with the ownership and development of real property; termination of property management contracts; the bankruptcy or insolvency of companies for which Parkway provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting either company; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate pending transactions; applicable regulatory changes; risks associated with acquisitions, including the integration of the combined companies’ businesses; risks associated with achieving expected revenue synergies or cost savings; risks associated with the companies’ ability to consummate the merger and the timing of the closing of the merger; and other risks and uncertainties detailed from time to time in Parkway’s or Thomas Properties’ SEC filings. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the business, financial condition, liquidity, cash flows and financial results of either company could differ materially from those expressed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Neither Parkway nor Thomas Properties undertakes to update forward-looking statements except as may be required by law.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Parkway expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Parkway and Thomas Properties that also constitutes a prospectus of Parkway. Parkway and Thomas Properties also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORAMTION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and

other relevant documents filed by Parkway and Thomas Properties with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by Parkway with the SECC will be available free of charge on Parkway’s website at www.pky.com or by contacting Parkway Investor Relations at (407) 650-0593. Copies of the documents filed by Thomas Properties with the SEC will be available free of charge on Thomas Properties’ website at www.tpgre.com or by contacting Thomas Properties Investor Relations at (213) 613-1900.

Parkway and Thomas Properties 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 transaction. You can find information about Parkway’s executive officers and directors in Parkway’s definitive proxy statement filed with the SEC on April 4, 2013. You can find information about Thomas Properties’ executive officers and directors in Thomas Properties’ definitive proxy statement filed with the SEC on April 30, 2013. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Parkway or Thomas Properties using the sources indicated above.

This document 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Joint Press Release issued by Parkway Properties, Inc. and Thomas Properties Group, Inc. on September 5, 2013
99.2	Investor Presentation Material

SIGNATURES

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

	Parkway Properties, Inc.
Date: September 5, 2013	By:	/s/ Jeremy R. Dorsett
		Jeremy R. Dorsett
		Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

PARKWAY PROPERTIES AGREES TO MERGER WITH THOMAS PROPERTIES GROUP IN STOCK-FOR-STOCK TRANSACTION VALUED AT $1.2 BILLION

- Increases the size of Parkway’s Houston portfolio by 2.5 million square feet -

- Achieves Parkway’s stated strategy of expanding into Austin market with high-quality, Class A assets -

ORLANDO, FLA. & LOS ANGELES, CA (September 5, 2013) –Parkway Properties, Inc. (NYSE:PKY) (“Parkway”) and Thomas Properties Group, Inc. (NYSE: TPGI) (“Thomas Properties”) announced today that they have signed a definitive merger agreement pursuant to which Thomas Properties will merge with and into Parkway in a stock-for-stock transaction valued at approximately $1.2 billion. The merger agreement was unanimously approved by the board of directors of each company following receipt of fairness opinions, and the transaction is expected to close by the end of the fourth quarter of 2013, subject to the approval of stockholders of both companies, receipt of certain third party consents and other customary closing conditions.

Under the terms of the merger agreement, Thomas Properties’ shareholders will receive 0.3822 shares of newly issued Parkway common stock in exchange for each share of Thomas Properties common stock, for an implied price per share of $6.26 based on Parkway’s closing stock price of $16.37 on September 4, 2013.

Upon completion of the transaction, Parkway will assume Thomas Properties’ ownership interest in two office properties in Houston, Texas and five office properties in Austin, Texas. In addition, Parkway may take ownership of three assets in Northern Virginia that secure debt that is presently subject to special servicing and are expected to be liquidated before or shortly after the closing of the transaction. Parkway also has separately reached an agreement with Brandywine Realty Trust (NYSE: BDN) (“Brandywine”) to sell substantially all of Thomas Properties’ ownership interest in two office properties located in Philadelphia, Pennsylvania known as Commerce Square, based on an agreed-upon property value of $332 million, which sale will close concurrent with and be subject to the closing of the merger transaction. Additionally, Parkway has agreed to sell Thomas Properties’ Four Points Centre and a contiguous land parcel located in Austin, Texas to Brandywine for $51 million, subject to the successful completion of due diligence by Brandywine and other customary closing conditions.

Parkway intends to assume approximately $752 million of Thomas Properties’ pro rata share of in-place secured debt, which will be reduced to approximately $530 million following the completion of the planned asset sales in connection with the transaction. Furthermore, Parkway intends to provide Thomas Properties with a bridge loan totaling up to $80 million to partially fund its required net equity contribution of approximately $163 million in connection with the liquidation of its joint venture with The California State Teachers’ Retirement System (“CalSTRS”), which is expected to be consummated in late September 2013.

Upon consummation of the merger, James A. Thomas, President and Chief Executive Officer of Thomas Properties, will become Chairman of Parkway’s board of directors, and Parkway’s board of directors will be expanded to 10 members.

James R. Heistand, President and Chief Executive Officer of Parkway, stated, “Parkway will be adding a portfolio of seven, high-quality assets totaling 4.9 million square feet, each located in one of Parkway’s targeted submarkets. This transaction will significantly expand and upgrade our presence in Houston and simultaneously will allow us to fulfill our stated strategy of expanding into the Austin market. We continue to believe that our markets are in the early stages of recovery, and this transaction will give us an attractive basis with potential opportunity to create additional value through occupancy gains and rental rate growth.”

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James A. Thomas, President and Chief Executive Officer of Thomas Properties, commented, “Our board believes that the combination with Parkway, based upon our relative net asset values, will maximize value for our shareholders, both in the near and long term. We are big believers in Parkway’s long-term growth strategy of gaining critical mass with high-quality assets in targeted submarkets throughout the Sunbelt. This combination of Thomas Properties and Parkway delivers to our stockholders increased scale, improved liquidity, a strengthened balance sheet and the tax advantages of a REIT structure.”

David R. O’Reilly, Executive Vice President and Chief Financial Officer of Parkway, said, “This transaction continues Parkway’s progress in upgrading our portfolio while maintaining a conservative and flexible balance sheet. Given the cost synergies we expect to achieve, we expect the transaction to be accretive to our Funds From Operations in 2014 and beyond, and we believe there is potential to create additional value through embedded rent growth via in-place rents that are below market, occupancy gains and overall market rental rate growth as these targeted submarkets continue through the recovery phase of this real estate cycle. In addition, we believe that our expected contemporaneous asset sales to Brandywine will preserve our strong balance sheet and support our future growth.”

Strategic and Financial Benefits

Parkway expects the acquisition to have the following strategic benefits:

• High–Quality Portfolio: The assets in the Thomas Properties portfolio that Parkway intends to hold are premier, Class A office properties, located in target submarkets within desirable, high-growth Sunbelt markets, and each has a creditworthy and diverse tenant base. The properties Parkway will be acquiring and holding are currently 90.0% occupied.

• Attractive Asset Pricing: The implied real estate value of the assets being acquired and held by Parkway is approximately $866 million, or approximately $266 per square foot. The estimated 2014 net operating income yield based on this implied asset pricing is approximately 6.0% on a cash basis and approximately 8.1% on a GAAP basis. Parkway expects to achieve an unlevered internal rate of return on the assets in excess of 9.0%.

• Increased Scale and Stronger Market Presence: The transaction will increase Parkway’s total portfolio square footage by approximately 39%. Parkway will more than double the size of its Houston portfolio with high-quality assets, and achieve its stated strategy of expanding into Austin, with all of the Austin assets consolidated in the targeted CBD submarket.

• Accretion and Growth: The transaction is expected to be accretive to Parkway’s Funds From Operations in 2014 and beyond as a result of the significant synergies Parkway expects to achieve. In addition, the Thomas Properties high-quality portfolio provides the opportunity to further enhance Parkway’s growth profile as a result of the portfolio’s embedded rent growth via in-place rents that are below market, occupancy gains and overall market rental rate growth.

• Limited Integration Risk: Given the overlapping geographic footprints of the two companies, Parkway expects to have limited integration risk and will have strong regional leadership already in-place. Parkway also expects to achieve cost synergies with minimal increase to its current G&A expense.

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Transaction Overview

• 100% stock-for-stock merger with Thomas Properties with a fixed exchange ratio of 0.3822 shares of Parkway common stock per outstanding share of Thomas Properties common stock. The implied offer price is approximately $6.26 per share of Thomas Properties common stock based on Parkway’s closing stock price of $16.37 on September 4, 2013. The total implied transaction value is approximately $1.2 billion, which includes transaction costs of approximately $48 million. Pro forma for the planned asset sales in conjunction with the closing of the transaction, the implied transaction value is approximately $1.0 billion.

• In advance of or in connection with the merger, the following events are expected to occur:

• As previously announced by Thomas Properties on July 31, 2013, Thomas Properties will liquidate its joint venture with CalSTRS (“TPG/CalSTSRS”). As a result, TPG/CalSTRS will distribute to CalSTRS the entities that own City National Plaza in Los Angeles, subject to existing mortgage debt, along with $163.8 million in cash. Simultaneously, TPG/CalSTRS will distribute to Thomas Properties the entities that own CityWestPlace and San Felipe Plaza in Houston and three properties in Northern Virginia, also subject to existing mortgage debt. Following the liquidation, Thomas Properties will have no interest in City National Plaza and will own 100% of the equity in San Felipe Plaza and CityWestPlace, which will be acquired by Parkway through the merger. The joint venture liquidation is expected to occur by September 30, 2013.

• Parkway has agreed with Brandywine to sell substantially all of Thomas Properties’ ownership interest in its two Class A high rise assets located in Philadelphia, One and Two Commerce Square, based on an agreed-upon property value of $332 million, subject to consummation of the merger and other customary closing conditions.

• Parkway has agreed to sell Thomas Properties’ Four Points Centre and a contiguous land parcel, located in Austin, to Brandywine for $51 million. The transaction is subject to the successful completion of due diligence by Brandywine and other customary closing conditions.

• The three office properties located in Northern Virginia that are subject to special servicing are expected to be liquidated before or shortly following the closing of the merger.

• Parkway will provide Thomas Properties with a bridge loan of up to $80 million to fund a portion of the TPG/CalSTRS $163.8 million total required equity distribution in connection with their previously mentioned joint venture liquidation. Parkway will fund this bridge loan using proceeds from its existing revolving credit facility. The bridge loan will initially earn a fixed annual interest rate of 6%, and will be funded on the liquidation date of the TPG/CalSTRS joint venture. The annual interest rate on the bridge loan will increase to 8% on the six-month anniversary of funding and to 12% on the twelve-month anniversary of funding. If the merger is not consummated, the bridge loan will mature on January 15, 2015.

• James A. Thomas will become Chairman of the Board of Directors of Parkway upon consummation of the merger, and Parkway’s total number of board members will be expanded to 10 members.

• The transaction will require a majority approval by both Parkway and Thomas Properties stockholders. The stockholder meetings are expected to be held during the fourth quarter of 2013, and the transaction is expected to close by the end of the fourth quarter. Mr. Thomas and affiliates of TPG Capital, the global private investment firm and Parkway stockholder, have entered into voting agreements in connection with the shareholder meetings.

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Portfolio Overview

Below is a list of operating properties currently owned by Thomas Properties:

	Property Name	Market	Submarket	RSF (1)		Occupancy (2)			Thomas Properties Current Ownership			Pro Forma Parkway Ownership
1.	CityWestPlace (3)	Houston, TX	Westchase		1,473		99.0	%		25.0	%		100.0	%
2.	San Felipe Plaza (3)	Houston, TX	Galleria		980		86.5	%		25.0	%		100.0	%
3.	One Commerce Square (4)	Philadelphia, PA	CBD		943		87.6	%		75.0	%		0.0	%
4.	Two Commerce Square (4)	Philadelphia, PA	CBD		953		87.3	%		75.0	%		0.0	%
5.	City National Plaza (3)	Los Angeles, CA	CBD		2,496		88.1	%		7.9	%		0.0	%
6.	Frost Bank Tower	Austin, TX	CBD		535		94.8	%		33.3	%		33.3	%
7.	300 West 6th Street	Austin, TX	CBD		454		89.9	%		33.3	%		33.3	%
8.	San Jacinto Center	Austin, TX	CBD		410		81.2	%		33.3	%		33.3	%
9.	One Congress Plaza	Austin, TX	CBD		518		83.5	%		33.3	%		33.3	%
10.	One American Center	Austin, TX	CBD		504		75.9	%		33.3	%		33.3	%
11.	Four Points Centre (5)	Austin, TX	Northwest		192		99.1	%		100.0	%		0.0	%
12.	Fair Oaks Plaza (6)	Fairfax, VA	Fairfax		180		N/A			25.0	%		N/A
13.	Reflections I (6)	Reston, VA	Reston		124		N/A			25.0	%		N/A
14.	Reflections II (6)	Reston, VA	Reston		64		N/A			25.0	%		N/A
Total Portfolio					9,827		89.0	%

1. Rentable Square Feet in thousands and based on 100% ownership.

2. Occupancy rates are as of June 30, 2013.

3. Included in Thomas Properties joint venture with CalSTRS that is expected to be liquidated prior to closing of the transaction. Following the liquidation of the joint venture, Thomas Properties will own 100.0% of CityWestPlace and San Felipe Plaza and will own 0.0% of City National Plaza.

4. Parkway has agreed to sell substantially all of Thomas Properties’ ownership interest in One and Two Commerce Square to Brandywine concurrent with the merger closing.

5. Four Points Centre is under contract to be sold to Brandywine concurrent with the merger closing, subject to the successful completion of due diligence and other customary closing conditions.

6. Properties are subject to special servicing and are expected to be liquidated shortly before or after the merger closing.

Advisors

BofA Merrill Lynch is serving as exclusive financial advisor to Parkway, and Hogan Lovells US LLP is acting as its legal counsel. Morgan Stanley is serving as exclusive financial advisor to Thomas Properties, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel.

Conference Call and Investor Information

Parkway and Thomas Properties have scheduled a conference call to discuss the acquisition on September 5, 2013, at 8:30am Eastern Time. The conference call can be accessed by dialing 1-877-407-3982, or 1-201-493-6780 for international participants. An investor presentation discussing the transaction will be available in the investor relations section of Parkway’s website prior to the conference call. A live audio webcast will also be available on the investor relations section of Parkway’s website, and a taped replay of the call can be accessed 24 hours a day through September 12, 2013, by dialing 1-877-870-5176, or 1-858-384-5517 for international callers, and using the passcode 10000253.

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About Parkway Properties

Parkway Properties, Inc. is a fully integrated, self-administered and self-managed real estate investment trust specializing in the acquisition, ownership and management of quality office properties in higher growth submarkets in the Sunbelt region of the United States. Parkway owns or has an interest in 46 office properties located in eight states with an aggregate of approximately 13.3 million square feet at July 1, 2013. Parkway also offers fee-based real estate services which manage and/or lease approximately 11.8 million square feet for third parties as of July 1, 2013. Additional information about Parkway is available on the company’s website at www.pky.com.

About Thomas Properties

Thomas Properties Group, Inc., with headquarters in Los Angeles, is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use properties on a nationwide basis. The company’s primary areas of focus are the acquisition and ownership of interests in premier office properties, property development and redevelopment, and property and investment management activities. For more information on Thomas Properties Group, Inc., visit www.tpgre.com.

Forward Looking Statements

Certain statements in this press release that are not in the present or past tense or that discuss Parkway’s and/or Thomas Properties’ expectations (including any use of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “outlook,” “project”, “should” or similar expressions) are forward-looking statements within the meaning of the federal securities laws and as such are based upon current beliefs as to the outcome and timing of future events. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Parkway and Thomas Properties operate and beliefs of and assumptions made by their respective management, involve uncertainties that could significantly affect the financial results of Parkway, Thomas Properties or the combined company. There can be no assurance that actual future developments affecting Parkway, Thomas Properties or the combined company will be those anticipated by Parkway or Thomas Properties. Examples of forward-looking statements include projected 2013 fully diluted EPS, share of depreciation and amortization, reported FFO per share, projected net operating income, cap rates, internal rates of return, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, expectations as to the timing of closing of acquisitions, dispositions and other potential transactions and descriptions relating to these expectations. These forward-looking statements involve risks and uncertainties (some of which are beyond the control of Parkway or Thomas Properties) and are subject to change based upon various factors including, but not limited to, the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets and interest rates; the demand for and market acceptance of either company’s properties for rental purposes; the ability of either company to enter into new leases or renewal leases on favorable terms; the amount and growth of the either company’s expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions and competition in those areas where either company owns properties; risks associated with joint venture partners; risks associated with the ownership and development of real property; termination of property management contracts; the bankruptcy or insolvency of companies for which Parkway provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting either company; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate pending transactions; applicable regulatory changes; risks associated with acquisitions, including the integration of the combined companies’ businesses; risks associated with achieving expected revenue synergies or cost savings; risks associated with the companies’ ability to consummate the merger and the timing of the closing of the merger; and other risks and uncertainties detailed from time to time in Parkway’s or Thomas Properties’ SEC filings. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the business, financial condition, liquidity, cash flows and financial results of either

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company could differ materially from those expressed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Neither Parkway nor Thomas Properties undertakes to update forward-looking statements except as may be required by law.

Additional Information about the Proposed Transaction and Where to Find It

This communication relates to the proposed merger transaction pursuant to the terms of the Agreement and Plan of Merger, dated as September 4, 2013, among Parkway Properties, Inc., Parkway Properties LP, PKY Masters, LP, Thomas Properties Group, Inc. and Thomas Properties Group, L.P.

In connection with the proposed transaction, Parkway expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Parkway and Thomas Properties that also constitutes a prospectus of Parkway, which joint proxy statement will be mailed or otherwise disseminated to Parkway and Thomas Properties stockholders when it becomes available. Parkway and Thomas Properties also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Parkway and Thomas Properties with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their websites at www.pky.com and www.tpgre.com or by contacting the individuals listed below.

Certain Information Regarding Participants

Parkway and Thomas Properties and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Parkway’s executive officers and directors in Parkway’s definitive proxy statement filed with the SEC on April 4, 2013 in connection with its 2013 annual meeting of shareholders. You can find information about Thomas Properties’ executive officers and directors in Thomas Properties’ definitive proxy statement filed with the SEC on April 30, 2013 in connection with its 2013 annual meeting of shareholders. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Parkway or Thomas Properties using the sources indicated below.

No Offer or Solicitation

This document 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 Securities Act of 1933, as amended.

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Investor Relations – Parkway Properties

Thomas E. Blalock

Vice President of Finance and Capital Markets

Phone: (407) 650-0593

tblalock@pky.com

Media Relations – Parkway Properties

Jason Chudoba or Phil Denning

ICR, Inc.

Phone: (203) 682-8200

Jason.chudoba@icrinc.com, Phil.denning@icrinc.com

Investor Relations – Thomas Properties Group

Diana Laing

Chief Financial Officer

Phone: (213) 613-1900

DLaing@tpgre.com

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EX-99.2

Exhibit 99.2

Investor Presentation Acquisition of Thomas Properties Group, Inc. September 2013 PARKWAY Exhibit 99.2

PARKWAY Forward-Looking Statements Certain statements contained in this presentation, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Company’s current beliefs as to the outcome and timing of future events. There can be no assurance that actual future developments affecting the Company will be those anticipated by the Company. Examples of forward-looking statements include projected capital resources, projected profitability and portfolio performance, estimates of market rental rates, projected capital improvements, expected sources of financing, expectations as to the timing of closing of acquisitions, dispositions, or other transactions, the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations, including without limitation, the anticipated net operating income yield. We caution investors that any forward-looking statements presented in this presentation are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “expect,” “intend,” “may,” “might,” “plan,” “estimate,” “project,” “should,” “will,” “result” and similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties (some of which are beyond the Company’s control) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: changes in the real estate industry and in performance of the financial markets; the demand for and market acceptance of our properties for rental purposes; the amount and growth of our expenses; tenant financial difficulties and general economic conditions, including interest rates, as well as economic conditions in those areas where we own properties; risks associated with joint venture partners; the risks associated with the ownership and development of real property; the failure to acquire or sell properties as and when anticipated; termination or non-renewal of property management contracts; the bankruptcy or insolvency of companies for which Parkway provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting the Company; the ability to satisfy conditions necessary to close pending transactions; our failure to maintain our status as real estate investment trust, or REIT; and other risks and uncertainties detailed from time to time in the Company’s SEC filings. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s business, financial condition, liquidity, cash flows and results could differ materially from those expressed in any forward-looking statement. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. Any forward-looking statements speak only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Accordingly, investors should use caution in relying on past forward-looking statements, which were based on results and trends at the time they were made, to anticipate future results or trends. 2

PARKWAY Additional Information In connection with the proposed transaction, the Parkway Properties Inc. expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Parkway and Thomas Properties that also constitutes a prospectus of Parkway, which joint proxy statement will be mailed or otherwise disseminated to Parkway and Thomas Properties shareholders when it becomes available. Parkway and Thomas Properties also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Parkway and Thomas Properties with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by the companies will be available free of charge on their websites at www.pky.com and www.tpgre.com or by contacting Investor Relations at the companies (for Parkway at (407) 650-0593 and for Thomas Properties at (213) 613-1900). Parkway and Thomas Properties and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Parkway’s executive officers and directors in Parkway’s definitive proxy statement filed with the SEC on April 4, 2013 in connection with its 2013 annual meeting of shareholders. You can find information about Thomas Properties’ executive officers and directors in Thomas Properties’ definitive proxy statement filed with the SEC on April 30, 2013 in connection with its 2013 annual meeting of shareholders. Additional information regarding the interests of such potential participants will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC if and when they become available. You may obtain free copies of these documents from Parkway or Thomas Properties using the sources indicated above. This document 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 Securities Act of 1933, as amended. 3

PARKWAY Table of Contents Situation / Transaction Overview 5 Asset & Market Overviews 19 Appendix 26 4

PARKWAY Situation / Transaction Overview Houston, TX Galleria Submarket Austin, TX Downtown CBD

PARKWAY Strategic Plan Overview Since the new management team was put in place in the fourth quarter of 2011, Parkway has executed on its strategic plan Strategic Objective Tactics Create long-term value for shareholders as the leading • New asset level ownership plans given new investment strategy owner of high-quality assets in higher growth submarkets • Customized leasing strategies by submarket in the Sunbelt • More judicious prioritization of capital expenditures • Focus on high-quality, differentiated assets Realize leasing and operational efficiencies and gain local • Achieve critical mass in target submarkets advantage • Maintain highly experienced local leadership Increase cash flow and unlock embedded value within • Efficiently exit non-core markets existing portfolio • Reinvest funds over time in quality assets in higher-growth submarkets • Pursue primarily wholly owned investments and select joint ventures when appropriate Maintain a conservative balance sheet with sufficient • Maintain between 5.5x to 6.5x net debt to EBITDA over long term flexibility for growth • Focus on debt composition and maintain quality unencumbered pool • Use credit facility as short-term financing source 6

PARKWAY Key Achievements New • New management team with proven value creation expertise and strong regional management platform took Management over in December 2011 Team / TPG • ~$275 million total equity investment by TPG, a leading global private investment firm, which holds a 34% Sponsorship ownership interest in the Company pre-transaction and 25% post-transaction Strategy & • Portfolio repositioning substantially completed and acquisition pipeline remains strong Portfolio • Exited majority of non-core assets and completed sale of Fund I portfolio Transformation • Purchased or under contract to purchase over $1.6 billion of high-quality assets since January 2011 • Substantial operational improvement throughout 2012 and through 2Q 2013 Enhanced – Occupancy increased over 475 basis points to 89.9% Operational – Average in-place rents increased from $22.65 to $24.13 per square foot Results – FAD / FFO ratio significantly improved – Announced over 1.0 million SF of leasing from April through July 2013 • Parkway has maintained a strong and conservative balance sheet as it has continued to grow • All leverage and coverage metrics have improved, and Parkway has raised $839 million of capital Fortified – Raised $594 million in private and public equity in 2012 and 2013 YTD Balance Sheet – Closed $125 million and $120 million unsecured term loans and Cash Flow • Amended its credit facility to extend term, increase the size of the accordion and lower fees • Reduced overall cost of capital by redeeming 8.0% preferred equity • Improved operating cash flow performance, which resulted in a 100% increase in dividend 7

8 PARKWAY Strategic Rationale for Transaction PKY’ s Stated Strategic Rationale is Consistent with and Exemplifies PKY’s Investment Strategy Stated Investment Strategy • Premier, Class A office properties with difficult to replicate locations and amenities Create Long-Term High Quality • Located in target submarkets of desirable, high-growth markets Value as the Portfolio • Core and core-plus properties with creditworthy and diverse tenant base Leading Owner of • Significant upside potential through lease-up due to in-place portfolio occupancy of 90% Quality Assets in Higher Growth • Early stages of recovery in the real estate cycle Submarkets in the Attractive • Core and core-plus investments with room for occupancy and rental rate growth Sunbelt Asset Pricing • Significant embedded rent growth via below-market rents • Pricing below replacement cost Increased • Increases PKY’s total portfolio square feet by approximately 39% Scale and • More than doubles the size and improves the quality of PKY’s Houston portfolio Market • Achieves PKY’s stated strategy of expanding into Austin Achieve Critical Dominance • Critical mass gained in targeted, high-growth submarkets Mass in Target Submarkets • Overlapping markets with strong regional leadership already in-place Limited • Significant potential cost savings with minimal increase to PKY’s existing G&A expense Integration Risk • No changes to PKY’s current management team Conservative • Leverage remains conservative post transaction with sufficient flexibility for growth Balance Sheet with Pro Forma • Projected Net Debt to EBITDA of 6.5x and Net Debt to TEV of 46.4% post transaction1 Flexibility for Balance Sheet • Expect portfolio to naturally de-lever as EBITDA increases from announced leasing Growth • Expect to continue to recycle certain PKY assets 8 1. Based on PKY closing stock price of $16.37 as of September 4, 2013.

PARKWAY Transaction Overview • Parkway Properties, Inc. (“PKY”) to acquire Thomas Properties Group, Inc. (NYSE:TPGI or “TPGI”) • 100% stock merger Transaction • Fixed exchange ratio Summary —0.3822 shares / units of PKY per TPGI common share / unit • Implied offer price of $6.26 per TPGI share —9.8% premium to TPGI closing price of $5.70 on September 4, 2013 • $381 million aggregate offer value to TPGI shareholders Transaction • $1.235 billion implied transaction value Value • $1.034 billion implied transaction value (pro forma for planned asset sales in conjunction with the closing of the transaction) • ~75% PKY shareholders Ownership • ~25% TPGI shareholders Board of • PKY’s Board of Directors will be expanded from 9 to 10 members Directors • James A. Thomas will be named Chairman of the Board of Directors of PKY Shareholder • Transaction will require majority approval by both PKY and TPGI shareholders Vote / Closing • Anticipated closing: December 2013 9

PARKWAY Key Elements of the Transaction TPGI / CalSTRS • TPGI / CalSTRS joint venture to be liquidated in advance of closing of transaction1 Joint Venture—City National Plaza (Los Angeles) distributed to CalSTRS Liquidation —San Felipe Plaza and CityWestPlace (Houston Assets) distributed to TPGI • PKY to provide up to $80 million bridge loan to TPGI Bridge Financing to—Used to fund portion of TPGI’s $163 million equity contribution in connection with the TPGI TPGI / CalSTRS joint venture liquidation • One & Two Commerce Square (Philadelphia) and Four Points Centre (Austin)2 expected to be Planned sold to Brandywine Realty Trust (Brandywine) concurrently with the closing of the transaction Sales of TPGI Assets • Three TPGI Northern Virginia properties under special servicer oversight expected to be sold prior to or shortly after closing 1. Bridge Financing 2. Joint Venture Liquidation 3. TPGI Acquisition 4. Asset Sales • PKY provides up to $80 mm • TPGI funds equity contribution • PKY acquires TPGI • At or near closing: bridge loan to TPGI for the liquidation of the TPGI / • Anticipated timing: Dec. 2013 • One & Two Commerce Square • Funded through PKY revolving CalSTRS JV sold to Brandywine Key Steps credit facility • Houston Assets distributed • Four Points Centre2 sold to to TPGI Brandywine • City National Plaza • Northern VA properties sold or distributed to CalSTRS liquidated 1. As announced on July 31, 2013. See slide 27 for more details related to the TPGI / CalSTRS joint venture liquidation. 10 2. Includes property and adjacent land parcel. P

ARKWAY TPGI Operating Properties Pre and Post Transaction Existing TPGI Properties Properties Acquired by PKY Rentable TPGI Rentable PKY Sq. Ft. Occupancy Existing Sq. Ft. Occupancy Pro Forma Property Location (000’s)(1) at 6/30/13(1) Ownership Property(000’s)(1) at 6/30/13(1) Ownership 1. CityWestPlace Houston 1,473 99% 25% 1. CityWestPlace 1,473 99% 100% 2. San Felipe Plaza Houston 980 87% 25% 2. San Felipe Plaza 980 87% 100% 3. Frost Bank Tower Austin 535 95% 33% 3. Frost Bank Tower 535 95% 33% 4. One Congress Plaza Austin 518 84% 33% 4. One Congress Plaza 518 84% 33% 5. One American Center Austin 504 76% 33% 5. One American Center 504 76% 33% 6. 300 West 6th Street Austin 454 90% 33% 6. 300 West 6th Street 454 90% 33% 7. San Jacinto Center Austin 410 81% 33% 7. San Jacinto Center 410 81% 33% 8. One Commerce Square Philadelphia 943 88% 75% One Commerce Square Expected to be sold in conjunction with closing 9. Two Commerce Square Philadelphia 953 87% 75% Two Commerce Square of transaction 10. Four Points Centre Austin 192 99% 100% Four Points Centre 11. City National Plaza Los Angeles 2,496 88% 8% City National Plaza Distributed to CalSTRS 12. Fair Oaks Plaza Northern VA 180 N/A 25% Fair Oaks Plaza 13. Reflections I Northern VA 124 N/A 25% Reflections I Expected to be sold in the near term 14. Reflections II Northern VA 64 N/A 25% Reflections II Existing TPGI Properties 9,827 89% Properties Acquired by PKY 4,875 90% Denotes properties part of the TPGI / CalSTRS JV Liquidation 11 1. Based on 100% ownership.

PARKWAY Transaction Value / Economics Transaction Value Transaction Value Before Expected After Asset Sales 1 Asset Sales 3 Asset Sales PKY Stock Price (as of 9/4/13) $16.37 $16.37 Exchange Ratio 0.3822x 0.3822x Offer Price per TPGI Share $6.26 $6.26 Premium to TPGI Closing Price (on 9/4/2013) 9.8% 9.8% TPGI Shares Outstanding 60.9 60.9 Offer Value $381 $381 Assumed TPGI Debt $731 2($201) $530 Bridge Loan for Houston Assets 75 2 75 Less: Cash & Cash Equivalents(28) 2(95)(123) Net Debt $777 $481 TPGI Total Enterprise Value (TEV) at Offer Price $1,159 $863 Add-Back: Cash & Cash Equivalents 28 95 123 Estimated Transaction Costs 48 48 Transaction Value $1,235 $1,034 Value of Operating Real Estate $866 Estimated 2014E FFO per Share Accretion $0.13—$0.18 Estimated Annual Recurring G&A Increase ~$1.5—2.0 million Estimated 2014E Cash NOI Cap Rate 6.0% Estimated 2014E GAAP NOI Cap Rate 8.1% Note: $ in millions, except per share amounts. 1. Pro forma for the three Northern Virginia properties under special servicer oversight that are expected to be sold prior to or shortly after closing. 12 2. Pro forma for TPGI’s planned liquidation of TPGI / CalSTRS joint venture, announced on July 31, 2013. 3. Adjustments for the planned sale of One Commerce Square and Two Commerce Square (Philadelphia, PA) and Four Points Centre (property and land parcel in Austin, TX) concurrent with the transaction.

PARKWAY Transaction Financing: Sources & Uses Sources Uses $ in millions% of Total $ in millions% of Total PKY Shares Issued to TPGI Shareholders $381 37% Stock Consideration to TPGI Shareholders $381 37% Assumed TPGI Debt 1 530 51% Assumed TPGI Debt 1 530 51% Net Proceeds from Planned Asset Sales 2 95 9% Bridge Loan 3 75 7% TPGI Cash & Cash Equivalents 28 3% Estimated Transaction Costs 48 5% Total Sources $1,034 100% Total Uses $1,034 100% Note: $ in millions, except per share amounts. 1. Estimated TPGI debt outstanding at December 31, 2013, shown at TPGI’s pro rata share of ownership. 2. Expected net proceeds from the sale of One Commerce Square, Two Commerce Square and Four Points Centre (property and land) in connection with the anticipated closing of this transaction. 3. Bridge financing provided by PKY to TPGI to fund a portion of TPGI’s required equity contribution in connection with the announced liquidation of the TPGI / CalSTRS joint venture. 13

PARKWAY Pro Forma PKY Capitalization PKY Capitalization $ in millions, except per share amounts TPGI Acquisition PKY Incremental Post TPGI Asset New PKY1 Acquisition Financing Acquisition Sales4 PKY PKY Stock Price (as of 9/4/13) $16.37 $16.37 $16.37 $16.37 Shares Outstanding 69.7 23.3 93.0 93.0 Equity Market Capitalization $1,140.5 $381.3 $1,521.8 $1,521.8 Debt 2 Secured Debt—Wholly Owned $452.6 $344.3 $797.0($200.8) $596.1 Secured Debt—Consolidated Joint Venture 88.1 177.6 265.7 265.7 Unsecured Term Loans 245.0 245.0 245.0 Revolving Credit Facility 17.5 95.1 112.6(95.1) 17.5 Draw to Fund Bridge Loan to TPGI 3 75.0(75.0) 0.0 0.0 Share of Unconsolidated Joint Venture Debt 0.0 208.7 208.7 208.7 Total Debt $803.3 $805.5 $20.1 $1,628.9 $1,333.0 —Cash & Cash Equivalents(16.2)(28.2) 28.2(16.2)(16.2) Net Debt $787.0 $1,612.7 $1,316.7 TEV $1,927.5 $3,134.5 $2,838.5 Net Debt / TEV 40.8% 51.4% 46.4% Net Debt / EBITDA 6.1x 7.1x 6.5x Bridge Loan to TPGI $75.0 Estimated Transaction Costs 48.3 1. Pro forma for acquisition / disposition activity announced after June 30, 2013. Total Potential Line of Credit Draw $123.3 2. PKY debt is shown at share and as of June 30, 2013. TPGI debt is based on estimated debt balance at December 31, 2013. 3. Bridge financing funded through PKY’s revolving credit facility to partially fund TPGI’s equity contribution in connection with TPGI / Less: Net Proceeds from Asset Sales(95.1) CalSTRS joint venture liquidation. Less: TPGI Cash & Equivalents(28.2) 4. Adjustments for the planned sale of Commerce Square (Philadelphia, PA) and Four Points Centre (property and land parcel in Austin, TX) concurrent with the transaction. Net Line of Credit Draw $0.0 14

PARKWAY Debt Maturity Schedule PKY (As of 6/30/13) 1 Total Debt (At Share): $803mm $500 $400 $300 $200 $100 2013 2014 2015 2016 2017 2018 2019 Thereafter $15 $137 $203 $28 $125 $18 $33 $151 $31 $120 $96 $27 $69 $201 $3 $198 PRO FORMA PKY 2 Total Debt (At Share): $1,333mm $500 $400 $300 $200 $100 2013 2014 2015 2016 2017 2018 2019 Thereafter $15 $255 $255 $412 $236 $125 $18 $33 $261 $31 $120 $110 $96 $27 $69 $294 $3 $291 Secured (Wholly Owned) Revolving Credit Facility Term Loan Secured (JV) Note: $ in millions. 1. Pro forma for announced sales of Waterstone, Meridian, and Bank of America Plaza and for the pending acquisition of Lincoln Place. 2. Includes 100% of debt on San Felipe Plaza and CityWestPlace (Houston, TX assets) and debt related to TPGI / CalSTRS Austin joint venture assets. 15

PARKWAY Increased Exposure to Desirable Markets and CBD / Infill Locations PKY 1 Memphis Jackson 3% 3% Philadelphia 2% Orlando 4% South Florida 4% Phoenix 13% 10% Tampa 9% Atlanta 13% Charlotte Houston 18% 21% TPGI 2 Austin 25% Houston 75% PRO FORMA PKY Memphis Jackson Philadelphia2% 2% 1% Phoenix 7% Atlanta Houston 10% 34% Charlotte 14% Austin 6% South Florida Tampa Jacksonville 3% 7% 10% Orlando 3% Note: Based on sq. ft. (at pro rata share of PKY, TPGI and the combined company). 1. Pro forma for announced sale of three properties for $53 million (Waterstone, Meridian, and Bank of America Plaza) and for pending acquisition of Lincoln Place for $66 million. 2. Only reflects properties to be retained by combined company. 16

PARKWAY PKY TPGI (1) PRO FORMA PKY % of Total% of Total% of Total Tenant Sq. Ft. (2) Tenant Sq. Ft. (2) Tenant Sq. Ft. (2) 1. Bank of America 6.8% 1. BMC Software 23.4% 1. Bank of America 5.5% 2. Raymond James & Associates 2.7% 2. Halliburton 18.2% 2. BMC Software 4.7% 3. Nabors Industries 2.3% 3. ENSCO 8.5% 3. Halliburton 3.7% 4. US Airways 2.3% 4. Statoil 6.2% 4. Raymond James & Associates 2.8% 5. Blue Cross Blue Shield 2.1% 5. Ion Geophysical 4.7% 5. Nabors Industries 1.9% 6. JPMorgan Chase Bank 2.0% 6. Houston Series of Lockton Cos 3.4% 6. US Airways 1.9% 7. Hearst Communications 1.9% 7. Aker Solutions 3.1% = 7. ENSCO 1.7% 8. K & L Gates 1.6% 8. Raymond James & Associates 3.1% 8. Blue Cross Blue Shield 1.7% 9. Schlumberger 1.6% 9. Petrobras 2.5% 9. JPMorgan Chase Bank 1.6% 10. NASCAR Media Group 1.5% 10. Alliant Insurance Services 1.8% 10. Hearst Communications 1.5% 11. Chiquita Brands 1.4% 11. The Hanover Company 1.7% 11. K & L Gates 1.3% 12. Honeywell 1.4% 12. Pannell Kerr Forster of Texas, P.C. 1.6% 12. Schlumberger 1.3% 13. Forman Perry Watkins 1.3% 13. Wood Mackenzie, Inc. 1.4% 13. Statoil 1.2% 14. General Services Administration 1.3% 14. Hoover Slovacek, L.L.P. 1.3% 14. NASCAR Media Group 1.2% 15. Southwestern Energy 1.2% 15. Brown McCarroll 1.2% 15. Chiquita Brands 1.1% PKY Top 15 Tenants 31.6% TPGI Top 15 Tenants (1) 82.2% Pro Forma Top 15 Tenants 33.0% Note: Shaded rows represent new PKY tenants. 1. Excludes One Commerce Square and Two Commerce Square (Philadelphia), Four Points Centre (Austin), and City National Plaza (Los Angeles) per TPGI / CalSTRS liquidation and transaction with Brandywine. 2. Based on pro rata share of PKY, TPGI and the combined company square feet. 17

PARKWAY Potential Value Creation TPGI Acquisition Total Square Footage (At 100% / At Share) 4.9 million / 3.3 million Implied Value of Operating Real Estate $866 million Price per Square Foot $266 Occupancy 1 90% Estimated 2014E Cash NOI Cap Rate 6.0% Estimated 2014E GAAP NOI Cap Rate 8.1% Houston San Felipe Plaza CityWestPlace Square Footage (At 100% / At Share) 1.0 million / 1.0 million 1.5 million / 1.5 million Price per Square Foot $246 $250 Occupancy1 87% 99% In-Place Rents per Square Foot $20.94 PSF $20.20 PSF Blended Market / Asking Rates2 $25.00 PSF $29.00 PSF Above / (Below) Market(16%)(30%) Austin Total Portfolio Square Footage (At 100% / At Share) 2.4 million / 0.8 million Price per Square Foot $313 Occupancy1 85% In-Place Rents $22.14 PSF Blended Market / Asking Rates2 $28.58 PSF Above / (Below) Market(23%) Note: Amounts shown are based on PKY’s pro forma pro rata share unless otherwise noted. 1. Based on 100% ownership and as of 6/30/13. 2. Based on triple net rates for available spaces in the respective properties as of 9/2/2013, per CoStar Group. 18

PARKWAY Asset & Market Overviews

PARKWAY High-Quality Office Properties in Desirable Markets TPGI Assets To Be Acquired by PKY Frost Bank Tower One Congress Plaza One American Center San Jacinto Center Austin, TX Austin, TX Austin, TX Austin, TX 300 West 6th Street San Felipe Plaza CityWestPlace Austin, TX Houston, TX Houston, TX 20

PARKWAY Houston Market Houston Office Statistics • First major metro area in the U.S. to regain all jobs lost during the recession (290,000 since Dec. 2009) • Overall Class A office vacancy of 6.9% • YTD net absorption in excess of 1.6 million SF • Galleria submarket Class A vacancy of 7.3% • Significant rental rate momentum. Class A rate growth year-over-year exceeds 12% • Westchase submarket Class A vacancy of 2.5% • Vacancy compression of 760 bps since 1Q12 • CityWestPlace represents ~25% of the Class A office inventory in the submarket • PKY is a significant owner / operator of Class A office space in its targeted submarkets in Houston Sources: BLS.gov and CBRE. CBRE Galleria submarket data is for combined Galleria/West Loop submarket. All data as of 2Q13 unless otherwise noted. Galleria – Class A Avg. Rental Rate Vacancy 11.8% $33.29 $33.02 $33.30 10.9% $35.00 9.2% $31.14 7.6% $30.80 8.2% 7.3% Westchase – Class A Avg. Rental Rate Vacancy 10.3% $33.53 $31.19 $31.94 $32.07 $29.39 5.8% 4.1% 2.8% 2.5% 3.2% 2012 1Q 2012 2Q 2012 3Q 2012 4Q 2013 1Q 2013 2Q 21

PARKWAY Houston Portfolio San Felipe Plaza CityWestPlace • 46-story, Class A office tower located in the • Four building, Class A corporate campus located in the Galleria submarket of Houston Westchase submarket of Houston • Numerous attractive amenities including three cafes, two • Second tallest building outside of the CBD fitness centers and basketball courts on campus • LEED EB Gold certified • The campus was constructed for BMC Software in 1998 • Well located with surrounding high-end • Assets currently operate as a unique multi-tenant corporate residential and Galleria amenities campus environment San Felipe Plaza San Felipe Plaza San Felipe Plaza CityWestPlace 1 305,828 SF CityWestPlace 2 443,551 SF CityWestPlace 3 205,348 SF CityWestPlace 4 518,293 SF 22

PARKWAY Houston Portfolio (cont’d) Investment Highlights • Premier, Class A office properties with distinctive designs and features • Located in desirable, high-growth Galleria and Westchase submarkets • Value-add potential: • Lease-up of San Felipe Plaza vacant space • Embedded growth opportunity with in-place rents lower than market rents at both properties • Leased to a diverse array of high-quality tenants • Immediately upgrades the quality of PKY’s Houston portfolio • Houston office demand continues to grow at a rapid pace, absorbing over 1.5mm SF YTD • Assets will be wholly-owned by PKY at closing San Felipe Plaza CityWestPlace San Felipe Plaza CityWestPlace Market Houston Houston Submarket Galleria Westchase RSF 980,472 1,473,020 Year Built (Renovated) 1984 (1996) 1998-2001 Occupancy (6/30/2013) 86.5% 99.0% Pro Forma Ownership 100.0% 100.0% 23

PARKWAY Austin Market Austin Office Statistics • Austin MSA has been one of the fastest growing regions in the United States • Job growth of 3.9% year-over-year • Population expected to reach 2.1mm by 2017 • Overall Austin had strong rental rate growth over the past year due to limited new supply and increasing demand • YTD net absorption of 464,000 SF • CBD average Class A rental rates have grown 9% year-over-year • Downtown office demand driven by growing technology hub, expanding government sector and increased residential expansion Source: CBRE and Rosen Consulting Group. CBD – Class A Avg. Rental Rate Vacancy $40.50 14.3% 13.1% 13.0% $38.87 12.0% 11.9% $38.41 $38.66 11.4% $38.18 2012 1Q 2012 2Q 2012 3Q 2012 4Q 2013 1Q 2013 2Q Frost Bank Tower San Jacinto Tower San Jacinto Tower One American Center 24

PARKWAY Austin Portfolio Frost Bank San Jacinto One Congress One American Tower 300 West 6th Street Center Plaza Center Submarket CBD CBD CBD CBD CBD RSF 535,078 454,225 410,248 518,385 503,951 Year Built (Renovated) 2003 2001 1987 1987 1984 (1992) Occupancy (6/30/2013) 94.8% 89.9% 81.2% 83.5% 75.9% Pro Forma Ownership1 33.3% 33.3% 33.3% 33.3% 33.3% • Five Class A, Trophy assets comprising 2.4mm RSF • Portfolio overall occupancy of 85% provides • Represents ~40% of Class A office inventory significant upside potential through lease-up in CBD2 • Anchored by a diverse, stable tenant base including • Centrally located in thriving downtown Austin CBD legal, financial services, insurance firms and technology companies such as Facebook • Positive embedded growth opportunities with in- place rents lower than market rents • Achieves PKY’s stated strategy of expanding into Austin market with portfolio of high-quality assets • All five assets are LEED EB Gold certified 1. Owned as part of the TPGI / CalSTRS Austin joint venture. 2. Source: CBRE. 25

PARKWAY Appendix

PARKWAY TPGI / CalSTRS Joint Venture Liquidation TPGI Net Equity Contribution $865mm $41mm $474mm $351mm Purchase of CalSTRS Equity in San Felipe Plaza and CityWestPlace: ~$205 million Less: TPGI’s Equity in City National Plaza: ~$41 million Less: Trans. Fees of ~$1mm Equals ~$163 million $596mm $68mm $205mm $323mm City National Plaza (Los Angeles) San Felipe Plaza and CityWestPlace (Houston) Debt CalSTRS Equity TPGI Equity 27

PARKWAY Austin CBD Map 300 West 6th St One Congress Plaza One American Center Frost Bank Tower San Jacinto Center 28

PARKWAY Houston Map CityWest Place San Felipe Plaza Westchase Galleria Houston 29

PARKWAY Parkway Properties, Inc. 390 North Orange Avenue Suite 2400 Orlando, FL 32801 (407) 650-0593 www.pky.com