Cousins Properties Incorporated filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$CUZ
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2024
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Securities registered pursuant to Section 12(b) of the Act:
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| ("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-2 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 November 7, 2024, Cousins Properties Incorporated (the “Company”) entered into an underwriting agreement (the “Agreement”) between the Company and BofA Securities, Inc. (the “Underwriter”) with respect to the issue and sale by the Company and the purchase by the Underwriter of 6,000,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”) at a price of $31.01 per share (the “Offering”). The Offering closed on November 12, 2024, resulting in net proceeds to the Company of approximately $185.3 million 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.
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 1.1 | ||||||||
| 5.1 | ||||||||
| 8.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: November 12, 2024
COUSINS PROPERTIES INCORPORATED | |||||
| By: | /s/ Gregg D. Adzema | ||||
| Name: | Gregg D. Adzema | ||||
| Title: | Executive Vice President and Chief Financial Officer | ||||