Cousins Properties Inc. Enters Material Definitive Agreement

TL;DR

Cousins Properties Inc. just signed a big deal, creating a new financial obligation. Details in the 8-K.

AI Summary

On December 17, 2024, Cousins Properties Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing indicates other events and includes financial statements and exhibits related to this transaction.

Why It Matters

This filing signals a significant new financial commitment or transaction for Cousins Properties Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Cousins Properties Inc. (company) — Registrant
• December 17, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1 — ange on which registered Common Stock, $1 par value per share CUZ New York Stock
• $400,000,000 — es Incorporated (the "Company"), issued $400,000,000 in aggregate principal amount of 5.375%

Filing Documents

• cuz-20241217.htm (8-K) — 39KB
• exhibit11-8xk.htm (EX-1.1) — 368KB
• exhibit42-8xk.htm (EX-4.2) — 296KB
• exhibit51-8xk.htm (EX-5.1) — 12KB
• exhibit81-8xk.htm (EX-8.1) — 12KB
• exhibit82-8xk.htm (EX-8.2) — 115KB
• deloittelogoa.jpg (GRAPHIC) — 18KB
• exhibit511a.jpg (GRAPHIC) — 4KB
• exhibit511aa.jpg (GRAPHIC) — 4KB
• 0001628280-24-051659.txt ( ) — 1136KB
• cuz-20241217.xsd (EX-101.SCH) — 2KB
• cuz-20241217_lab.xml (EX-101.LAB) — 22KB
• cuz-20241217_pre.xml (EX-101.PRE) — 13KB
• cuz-20241217_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On December 17, 2024, Cousins Properties LP (the "Operating Partnership"), the operating partnership and wholly owned subsidiary of Cousins Properties Incorporated (the "Company"), issued $400,000,000 in aggregate principal amount of 5.375% Senior Notes due 2032 (the "Notes"), which mature on February 15, 2032, pursuant to an indenture, dated as of May 8, 2024 (as amended and supplemented by a supplemental indenture (the "Supplemental Indenture"), dated as of December 17, 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 February 15 and August 15 of each year, commencing August 15, 2025. The Notes will bear interest at a rate of 5.375% 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 December 15, 2031, 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 th

01. Other Events

Item 8.01. Other Events. On December 12, 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, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., 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 December 12, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and J.P. Morgan Securities LLC, Truist Securities, Inc., and U.S. Bancorp Investments, Inc., 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 Second Supplemental Indenture, dated as of December 17, 2024, by and among Cousins Properties LP, Cousins Properties Incorporated and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 5.375% Senior Notes due 2032 (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. COUSINS PROPERTIES INCORPORATED (Registrant) Date: December 17, 2024 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