Cousins Properties Inc.
05/08/2024 | Press release | Distributed by Public on 05/08/2024 15:19
Material Event - Form 8-K
Item 8.01. Other Events.
In connection with the Company and its operating partnership, Cousins Properties LP, filing a new registration statement on Form S-3 (Registration No. 333-279209), on May 8, 2024, Cousins Properties Incorporated (the "Company") and Cousins Properties LP, entered into a second amendment (the "Amendment") to the Equity Distribution Agreement, dated August 3, 2021 (as amended, the "Equity Distribution Agreement"), with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (collectively, the "Managers"), Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (collectively, the "Forward Purchasers"), and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the "Forward Sellers"), pursuant to which the Company may issue and sell, from time to time, through the Managers, as the Company's agents, or to the Managers for resale, shares of the Company's common stock, par value $1.00 per share, representing the unsold amount available under the Company's at-the-market offering program, prior to such Amendment.
The Amendment provides that shares of common stock to be sold pursuant to the Equity Distribution Agreement will be issued pursuant to a prospectus dated May 8, 2024, and a prospectus supplement filed with the Securities and Exchange Commission on May 8, 2024, in connection with one or more offerings of shares from the Company's new effective shelf registration statement on Form S-3 (Registration No. 333-279209). Sales of shares of the Company's common stock through the Managers, if any, will be made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company's common shares and determinations by the Company of the appropriate sources of funding for the Company. Any sales of shares of the Company's common stock through the Managers will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and the Managers.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The Equity Distribution Agreement is filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Equity Distribution Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibits 1.1, 1.2 and 1.3.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company's effective registration statement on Form S-3 (Registration No. 333-279209) and are incorporated herein by reference.