Cousins Properties Sells MOB Portfolio for $1B

TL;DR

Cousins Properties selling $1B MOB portfolio to Healthcare Realty Trust, closing Q1 2025.

AI Summary

Cousins Properties Inc. announced on December 10, 2024, that it has entered into a definitive agreement to sell its portfolio of medical office buildings (MOBs) to an affiliate of Healthcare Realty Trust Incorporated for approximately $1.0 billion. The transaction is expected to close in the first quarter of 2025, subject to customary closing conditions.

Why It Matters

This significant divestiture allows Cousins Properties to focus on its core office portfolio and strategic growth initiatives, potentially leading to a more streamlined business model and improved financial flexibility.

Risk Assessment

Risk Level: medium — The sale is subject to customary closing conditions, and the actual closing and final sale price could be impacted by unforeseen circumstances.

Key Numbers

• $1.0 billion — Sale Price (Total consideration for the medical office building portfolio sale.)
• Q1 2025 — Closing Period (Anticipated timeframe for the completion of the transaction.)

Key Players & Entities

• Cousins Properties Inc. (company) — Seller
• Healthcare Realty Trust Incorporated (company) — Buyer
• $1.0 billion (dollar_amount) — Sale price of medical office buildings
• December 10, 2024 (date) — Date of definitive agreement
• first quarter of 2025 (date) — Expected closing period

FAQ

Key Financial Figures

• $1 — ange on which registered Common Stock, $1 par value per share CUZ New York Stock
• $1.00 — f the Company's Common Stock, par value $1.00 per share (the "Common Stock") at a pri
• $29.765 — hare (the "Common Stock") at a price of $29.765 per share (the "Offering") . The Offeri
• $282.4 — roceeds to the Company of approximately $282.4 after deducting estimated offering expe

Filing Documents

• cuz-20241210.htm (8-K) — 31KB
• exhibit11-8xk.htm (EX-1.1) — 385KB
• exhibit51-8xk.htm (EX-5.1) — 9KB
• exhibit81-8xk.htm (EX-8.1) — 113KB
• deloitte.jpg (GRAPHIC) — 8KB
• kingspalding.jpg (GRAPHIC) — 14KB
• 0001628280-24-050875.txt ( ) — 774KB
• cuz-20241210.xsd (EX-101.SCH) — 2KB
• cuz-20241210_lab.xml (EX-101.LAB) — 22KB
• cuz-20241210_pre.xml (EX-101.PRE) — 13KB
• cuz-20241210_htm.xml (XML) — 3KB

01. Other Events

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. 2

01. Financial Statements and Exhibits

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). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 12, 2024 COUSINS PROPERTIES INCORPORATED By: /s/ Gregg D. Adzema Name: Gregg D. Adzema Title: Executive Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR