COUSINS PROPERTIES INC
For the period ended Dec 10, 2024. Filed Dec 12, 2024.
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Dec 10, 2024 · Filed Dec 12, 2024
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |
|---|---|---|---|
| Common Stock, $1 par value per share | CUZ | New York Stock Exchange | ("NYSE") |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the securities Act of 1933 (§230.405 of this chapter) or Rule 12b-12 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 8.01. Other Events.
On December 10, 2024, Cousins Properties Incorporated (the “Company”) entered into an underwriting agreement (the “Agreement”) between the Company and J.P. Morgan Securities LLC (the “Underwriter”) with respect to the issue and sale by the Company and the purchase by the Underwriter of 9,500,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”) at a price of $29.765 per share (the “Offering”). The Offering is expected to close on December 12, 2024, resulting in net proceeds to the Company of approximately $282.4 after deducting estimated offering expenses.
The Agreement contains customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriter against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriter may be required to make in respect of these liabilities.
The Common Stock was offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-279209). A copy of the Agreement is attached hereto as Exhibit 1.1, and the description of the material terms of the Agreement in this Item 8.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits
| Exhibit No. | Exhibit Description |
| 1.1 | Underwriting Agreement, dated December 10, 2024, by and between Cousins Properties Incorporated and J.P. Morgan Securities LLC. |
| 5.1 | Opinion of King & Spalding LLP. |
| 8.1 | Opinion of Deloitte Tax LLP. |
| 23.1 | Consent of King & Spalding LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Deloitte Tax LLP (included in Exhibit 8.1). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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