Cousins Properties Inc. Enters Material Definitive Agreement

TL;DR

Cousins Properties Inc. just signed a new credit agreement, locking in a financial obligation.

AI Summary

On August 16, 2024, Cousins Properties Inc. entered into a material definitive agreement, specifically a credit agreement, which creates a direct financial obligation for the registrant. The company, headquartered in Atlanta, Georgia, filed this 8-K report to disclose this significant event.

Why It Matters

This filing indicates Cousins Properties Inc. has undertaken a new financial obligation, which could impact its debt structure and financial flexibility.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce leverage and interest rate risks, impacting the company's financial health.

Key Players & Entities

• Cousins Properties Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• Georgia (location) — State of incorporation
• Atlanta (location) — City of business address

FAQ

Key Financial Figures

• $1 — ange on which registered Common Stock, $1 par value per share CUZ New York Stock
• $500,000,000 — es Incorporated (the "Company"), issued $500,000,000 in aggregate principal amount of 5.875%

Filing Documents

• cuz-20240816.htm (8-K) — 40KB
• exhibit11-closing8xk.htm (EX-1.1) — 416KB
• exhibit42-closing8xk.htm (EX-4.2) — 320KB
• exhibit51-closing8xk.htm (EX-5.1) — 11KB
• exhibit81-closing8xk.htm (EX-8.1) — 12KB
• exhibit82-closing8xk.htm (EX-8.2) — 121KB
• kslogoa.jpg (GRAPHIC) — 37KB
• picture11.jpg (GRAPHIC) — 4KB
• picture1a.jpg (GRAPHIC) — 4KB
• 0001628280-24-037551.txt ( ) — 1275KB
• cuz-20240816.xsd (EX-101.SCH) — 2KB
• cuz-20240816_def.xml (EX-101.DEF) — 15KB
• cuz-20240816_lab.xml (EX-101.LAB) — 26KB
• cuz-20240816_pre.xml (EX-101.PRE) — 15KB
• cuz-20240816_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On August 16, 2024, Cousins Properties LP (the "Operating Partnership"), the operating partnership and wholly owned subsidiary of Cousins Properties Incorporated (the "Company"), issued $500,000,000 in aggregate principal amount of 5.875% Senior Notes due 2034 (the "Notes"), which mature on October 1, 2034, pursuant to an indenture, dated as of May 8, 2024 (as amended and supplemented by a first supplemental indenture (the "Supplemental Indenture"), dated as of August 16, 2024, the "Indenture"), by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed by the Company. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2025. The Notes will bear interest at a rate of 5.875% per year. The Indenture contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur secured and unsecured debt and the ability of the Operating Partnership, the Company and any subsidiary guarantors to consummate a merger, consolidation or sale of all or substantially all of their assets, in each case, subject to certain exceptions. In addition, the Indenture will require the Company and its subsidiaries to maintain at all times total unencumbered assets of not less than 150% of total unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable. Prior to July 1, 2034, the Operating Partnership may redeem the Notes in whole at any time or in part from time to time, at the Operating Partnership's option and sole discretion, at a redemption price equal to the greater o

01. Other Events

Item 8.01. Other Events. On August 13, 2024, the Operating Partnership and the Company entered into an agreement (the "Underwriting Agreement") among the Operating Partnership, the Company, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC, as representatives of the underwriters listed on Schedule 1 thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, the Operating Partnership agreed to sell and the Underwriters agreed to purchase from the Operating Partnership, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. The Company is filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into a Registration Statement on Form S-3 (Registration Nos. 333-279209 and 333-279209-01).

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 1.1 Underwriting Agreement, dated August 13 , 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC, as representatives of the underwriters listed on Schedule 1 thereto. 4.1 Indenture, dated as of May 8, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Cousins Properties Incorporated's Registration Statement on Form S-3, filed on May 8, 2024). 4.2 First Supplemental Indenture, dated as of August 16 , 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 5.875 % Senior Notes due 2034 (included in Exhibit 4.2) 5.1 Opinion of King & Spalding LLP. 8.1 Tax Opinion of King & Spalding LLP regarding certain tax matters. 8.2 Opinion of Deloitte Tax LLP regarding certain tax matters . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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. Date: August 16, 2024 COUSINS PROPERTIES INCORPORATED (Registrant) By: /s/ Pamela F. Roper Pamela F. Roper Executive Vice President, General Counsel, and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR