Document
false0000025232 0000025232 2020-02-26 2020-02-26


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): February 26, 2020
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia 001-11312 58-0869052
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)

3344 Peachtree Road NE, Suite 1800, Atlanta, Georgia 30326-4802
(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 407-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 June 14, 2019, pursuant to the Agreement and Plan of Merger dated March 25, 2019 (the “Merger Agreement”), by and among Cousins Properties Incorporated (“Cousins” or the “Company”) and TIER REIT, Inc. (“TIER”), TIER merged with and into a subsidiary of the Company (the “Merger”) with this subsidiary continuing as the surviving corporation of the Merger.
 This Current Report on Form 8-K updates the unaudited pro forma consolidated statements of operations included in Cousins’ Registration Statement on Form S-4 (File No. 333-230968), which combine the historical consolidated statements of operations of Cousins and TIER, giving effect to the Merger. The unaudited pro forma condensed consolidated statements of operations for the for the years ended December 31, 2019 and 2018, respectively, and the notes related thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(a)    Exhibits

Exhibit Number        Exhibit Description






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: February 26, 2020


COUSINS PROPERTIES INCORPORATED

By:
 
Pamela F. Roper
Executive Vice President, General Counsel, and Corporate Secretary



Exhibit


Exhibit 99.1

COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES

Unaudited Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

On June 14, 2019, pursuant to the Agreement and Plan of Merger dated March 25, 2019 (the “Merger Agreement”), by and among Cousins Properties Incorporated (“Cousins” or the “Company”) and TIER REIT, Inc. (“TIER”), TIER merged with and into a subsidiary of the Company (the “Merger”) with this subsidiary continuing as the surviving corporation of the Merger.
Pursuant to the Merger Agreement, each share of TIER common stock, par value $0.0001 per share, issued and outstanding immediately prior to the effective date of the Merger, was converted into 2.98 (the “Exchange Ratio”) shares of newly issued shares of Cousins’ common stock. Concurrent with the Merger, the Company effected a reverse stock split whereby each four shares of the Company's common stock were combined into one share of the Company's common stock. All share and per share information presented in these pro forma financial statements have been adjusted to reflect this reverse stock split.
The following unaudited pro forma consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2019 and 2018, respectively, have been prepared as if the Merger occurred on January 1, 2018. For the year ended December 31, 2018, certain TIER historical amounts have been reclassified to conform to Cousins' financial statement presentation.
Actual amounts recorded in connection with the Merger may change based on any increases or decreases in the fair value of the assets acquired and liabilities assumed upon the completion of the final valuation and may result in variances to the amounts presented in the unaudited pro forma consolidated statements of operations and comprehensive income (loss). Assumptions and estimates underlying the adjustments to the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) are described in the accompanying notes. These adjustments are based on available information and assumptions that management of Cousins considered to be reasonable. The unaudited pro forma consolidated statements of operations and comprehensive income (loss) do not purport to: (1) represent the results of Cousins’ operations that would have actually occurred had the Merger occurred on January 1, 2018; or (2) project Cousins’ financial position or results of operations as of any future date or for any future period, as applicable.
During the period from January 1, 2018 to June 13, 2019, the date immediately preceding the effective date of the Merger, TIER acquired and disposed of various real estate operating properties. None of the assets acquired or disposed by the respective companies during these periods exceeded the significance level that requires the presentation of pro forma financial information pursuant to Regulation S-X, Article 11. As such, the following unaudited pro forma consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2019 and 2018, respectively, do not include pro forma adjustments to present the impact of these insignificant acquisitions and dispositions as if they occurred on January 1, 2018.
The unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) have been developed from, and should be read in conjunction with, the consolidated financial statements of Cousins and accompanying notes thereto included in Cousins’ annual report filed on Form 10-K for the years ended December 31, 2019 and 2018, respectively, and the consolidated financial statements of TIER and accompanying notes thereto included in the Current Report on Form 8-K filed by the Company on September 23, 2019. In Cousins’ opinion, all adjustments necessary to reflect the Merger with TIER and the issuance of Cousins' shares have been made.


1



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands, except per share data)
 
 
Cousins Historical (1)
 
TIER Historical (2)
 
Merger Adjustments
 
 
Cousins Pro Forma
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Rental property revenues
 
$
628,751

 
$
89,002

 
$
3,380

a
 
$
721,133

 
Fee income
 
28,518

 
77

 

 
 
28,595

 
Other
 
246

 
106

 

 
 
352

 
 
 
657,515

 
89,185

 
3,380

 
 
750,080

 
Expenses:
 
 
 
 
 
 
 
 
 
 
Rental property operating expenses
 
222,146

 
33,675

 

 
 
255,821

 
Reimbursed expenses
 
4,004

 

 

 
 
4,004

 
General and administrative expenses
 
37,007

 
7,505

 

b
 
44,512

 
Interest expense
 
53,963

 
10,129

 
1,654

c
 
65,746

 
Impairment losses
 

 
937

 

 
 
937

 
Depreciation and amortization
 
257,149

 
41,080

 
824

d
 
299,053

 
Acquisition and related costs
 
52,881

 
28,977

 
(81,858
)
e
 

 
Other
 
1,109

 
12,680

 
(12,295
)
f
 
1,494

 
 
 
628,259

 
134,983

 
(91,675
)
 
 
671,567

 
Loss on extinguishment of debt
 

 
(6,025
)
 

 
 
(6,025
)
 
Income from unconsolidated joint ventures
 
12,666

 
36,496

 

 
 
49,162

 
Gain on investment property transactions
 
110,761

 

 

 
 
110,761

 
Net income (loss)
 
152,683

 
(15,327
)
 
95,055

 
 
232,411

 
Net (income) loss attributable to noncontrolling interests
 
(2,265
)
 
148

 
(625
)
h
 
(2,742
)
 
Net income (loss) available to common stockholders
 
$
150,418

 
$
(15,179
)
 
$
94,430

 
 
$
229,669

 
 
 
 
 
 
 
 
 
 
 
 
Per common share information -- basic and diluted:
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common stockholders
 
$
1.17

 
$
(0.28
)
 

 
 
$
1.57

 
Weighted average shares-- basic
 
128,060

 
54,809

 
 
 
 
146,741

i
Weighted average shares-- diluted
 
129,831

 
54,809

 
 
 
 
148,512

i
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
152,683

 
$
(15,327
)
 
$
95,055

 
 
$
232,411

 
Other comprehensive loss
 

 
(3,409
)
 
3,409

j
 

 
Comprehensive income (loss)
 
152,683

 
(18,736
)
 
98,464

 
 
232,411

 
Comprehensive (income) loss attributable to noncontrolling interests
 
(2,265
)
 
148

 
(625
)
 
 
(2,742
)
 
Comprehensive income (loss) attributable to common stockholders
 
$
150,418

 
$
(18,588
)
 
$
97,839

 
 
$
229,669

 
See accompanying notes
(1) Cousins historical financial information is derived from its Annual Report filed on Form 10-K for the year ended December 31, 2019.
(2) TIER historical financial information represents the operations of TIER for the period January 1, 2019 to June 13, 2019, the date immediately preceding the effective date of the Merger. The financial information for this period is derived from the books and records of TIER.

2



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2018
(in thousands, except per share data)
 
 
Cousins Historical (1)
 
TIER Historical (2)
 
Merger Adjustments
 
 
Cousins Pro Forma
 
Revenues:
 
 
 
 
 
 
 
 
 
 
Rental property revenues
 
$
461,853

 
$
216,826

 
$
7,323

a
 
$
686,002

 
Fee income
 
10,089

 
206

 

 
 
10,295

 
Other
 
3,270

 
2,435

 

 
 
5,705

 
 
 
475,212

 
219,467

 
7,323

 
 
702,002

 
Expenses:
 
 
 
 
 
 
 
 
 
 
Rental property operating expenses
 
164,678

 
87,694

 

 
 
252,372

 
Reimbursed expenses
 
3,782

 

 

 
 
3,782

 
General and administrative expenses
 
22,040

 
21,951

 

b
 
43,991

 
Interest expense
 
39,430

 
29,371

 
2,406

c
 
71,207

 
Impairment losses
 

 
41,564

 

 
 
41,564

 
Depreciation and amortization
 
181,382

 
101,036

 
(301
)
d
 
282,117

 
Acquisition and related costs
 
248

 

 

 
 
248

 
Other
 
556

 
3,834

 

 
 
4,390

 
 
 
412,116

 
285,450

 
2,105

 
 
699,671

 
Gain on extinguishment of debt
 
8

 
22,018

 

 
 
22,026

 
Income (loss) from continuing operations before unconsolidated joint ventures and gain on sale of investment properties and remeasurement in unconsolidated entities
 
63,104

 
(43,965
)
 
5,218

 
 
24,357

 
Income from unconsolidated joint ventures
 
12,224

 
718

 
(632
)
g
 
12,310

 
Income (loss) from continuing operations before gain on sale of investment properties and remeasurement in unconsolidated entities
 
75,328

 
(43,247
)
 
4,586

 
 
36,667

 
Gain on sale of investment properties and remeasurement in unconsolidated entities
 
5,437

 
37,918

 

 
 
43,355

 
Net income (loss)
 
80,765

 
(5,329
)
 
4,586

 
 
80,022

 
Net (income) loss attributable to noncontrolling interests
 
(1,601
)
 
308

 
364

h
 
(929
)
 
Net income (loss) available to common stockholders
 
$
79,164

 
$
(5,021
)
 
$
4,950

 
 
$
79,093

 
 
 
 
 
 
 
 
 
 
 
 
Per common share information -- basic and diluted:
 
 
 
 
 
 
 
 
 
 
Net income (loss) available to common stockholders
 
$
0.75

 
$
(0.10
)
 
 
 
 
$
0.54

 
Weighted average shares-- basic
 
105,076

 
50,234

 
 
 
 
146,657

i
Weighted average shares-- diluted
 
106,868

 
50,234

 
 
 
 
148,449

i
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
80,765

 
$
(5,329
)
 
$
4,586

 
 
$
80,022

 
Other comprehensive loss
 

 
(1,634
)
 
1,634

j
 

 
Comprehensive income (loss)
 
80,765

 
(6,963
)
 
6,220

 
 
80,022

 
Comprehensive (income) loss attributable to noncontrolling interests
 
(1,601
)
 
308

 
364

 
 
(929
)
 
Comprehensive income (loss) attributable to common stockholders
 
$
79,164

 
$
(6,655
)
 
$
6,584

 
 
$
79,093

 
See accompanying notes
(1) Cousins historical financial information is derived from its Annual Report filed on Form 10-K for the year ended December 31, 2018. Concurrent with the Merger, the Company effected a reverse stock split whereby each four shares of the Company's common stock were combined into one share of the Company's common stock. All share and per share information presented in these pro forma financial statements have been adjusted to reflect this reverse stock split.
(2) TIER historical financial information is derived from the financial information included in the Current Report on Form 8-K filed by the Company on September 23, 2019. Certain TIER amounts have been reclassified to conform to Cousins' financial statement presentation.

3



COUSINS PROPERTIES INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(dollars in thousands unless otherwise noted)


Adjustments to the Unaudited Pro Forma Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018, respectively.

Pro forma adjustments to historical amounts are presented in the unaudited pro forma consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2019 and 2018, respectively, assuming the Merger occurred on January 1, 2018. The following are the explanations for the adjustments to revenues, costs and expenses, and income from unconsolidated joint ventures included in the unaudited pro forma consolidated statements of operations and comprehensive income (loss):

a. Rental Property Revenues
The historical rental property revenues for Cousins and TIER represent contractual, straight-line rent and amortization of above and below-market rents associated with the leases in effect during the periods presented. The adjustments included in the unaudited pro forma consolidated statements of operations and comprehensive income (loss) are presented to adjust contractual rental property revenue to a straight-line basis and to amortize above and below-market rents in accordance with Accounting Standards Codification 805-10, Business Combinations, as if the Merger had occurred on January 1, 2018.
The following table summarizes the adjustments made to rental property revenues for the real estate properties acquired as part of the Merger for the years ended December 31, 2019 and 2018, respectively:
 
2019
 
2018
Straight-line rent
$
2,950

 
$
7,451

(Above)/below market rent
430

 
(128
)
Pro forma adjustment
$
3,380

 
$
7,323


b. General and Administrative Expenses
Cousins anticipates that it will experience cost savings as certain duplicative general and administrative expenses will not be incurred subsequent to the Merger. These duplicative general and administrative expenses include, but are not limited to, compensation and employee related expense, accounting and other professional fees, board of director fees, professional liability insurance premiums, listing and transfer agent fees, and other office related expenses. Since these savings are not currently factually supportable, no adjustments to historical general and administrative expenses have been included.

c. Interest Expense
The adjustments to interest expense related to the Merger represent (1) the repayment of the TIER Credit Facility (Term Loans and Revolver) with proceeds from Cousins' issuance of $650 million in unsecured senior notes (the "2019 Unsecured Senior Notes") at a weighted average fixed interest rate of 3.88% that closed concurrent with the Merger, (2) the elimination of the impact of TIER's interest rate swaps, and (3) amortization of above-market debt values created by recording the assumed TIER debt at fair market value. The interest rates used to calculate pro forma interest expense on the additional borrowings under the Cousins Credit Facility were calculated based on London Inter-Bank Offered Rate plus a spread of 1.05%, consistent with terms under the Cousins Credit Facility during the second quarter of 2019.
The following table summarizes the adjustments to the unaudited pro forma consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2019 and 2018, respectively, to reflect the debt activity outlined above:

4



 
2019
 
2018
Pro forma interest related to 2019 Unsecured Senior Notes
$
11,864

 
$
25,528

Pro forma interest expense savings on Cousins' repayment of:
 
 
 
TIER Term Loans
(10,706
)
 
(21,237
)
TIER Revolver
(1,075
)
 
(2,724
)
Pro forma elimination of interest rate swap interest expense
1,688

 
1,349

Pro forma amortization of above-market debt
(117
)
 
(510
)
Increase in interest expense
$
1,654

 
$
2,406


d. Depreciation and Amortization Expense
Depreciation and amortization expense is adjusted to remove the historical depreciation and amortization expense of TIER and to recognize depreciation and amortization of the TIER assets acquired in the Merger, assuming the Merger occurred on January 1, 2018, based on an estimate of the market value of each property and an estimate of the allocation of the market value to the components of operating properties. Included in operating property assets, the general useful life for buildings is 40 years; the general range of useful life for site improvements is 10 to 21 years. Included in intangible assets, the general range of remaining contractual, in-place lease terms is one to 10 years.
The following table summarizes pro forma depreciation and amortization expense by asset category for the properties acquired in the Merger that would have been recorded for the years ended December 31, 2019 and 2018, respectively, less the reversal of depreciation and amortization expense included in TIER’s historical financial statements:
 
2019
 
2018
Operating properties
$
29,853

 
$
74,349

In-place leases
12,051

 
26,386

Less: TIER historical depreciation and amortization
(41,080
)
 
(101,036
)
Pro forma adjustment
$
824

 
$
(301
)

e. Acquisition and Related Costs
Acquisition and related costs have been adjusted to remove acquisition-related costs already reflected in the historical statement of operations for the year ended December 31, 2019 as these costs are nonrecurring and are not considered to have a continuing impact on the operations of the Company.

f. Other Expenses
Other expenses have been adjusted to remove costs associated with the termination and payoff of interest rate swap agreements incurred by TIER in June 2019.

g. Income from Unconsolidated Joint Ventures
Represents share of pro forma adjustments to properties owned by unconsolidated joint ventures as if the Merger had occurred on January 1, 2018.

h. Net (Income) Loss Attributable to Noncontrolling Interests
Represents share of pro forma adjustments to net (income) loss attributable to noncontrolling interests.


5



i. Weighted-Average Shares
Concurrent with the Merger, the Company effected a reverse stock split whereby each four shares of the Company's common stock were combined into one share of the Company's common stock. All share and per share information presented in these pro forma financial statements have been adjusted to reflect this reverse stock split. The following table summarizes the pro forma weighted-average shares of common stock outstanding for the years ended December 31, 2019 and 2018, respectively, as if the Merger occurred on January 1, 2018 (in thousands):
 
2019
 
2018
Cousins weighted average common shares outstanding, basic - historical basis
128,060

 
105,076

Effect of common stock issued to TIER stockholders - pro forma basis
18,681

 
41,581

    Weighted average common shares outstanding, basic - pro forma basis
146,741

 
146,657

Cousins potential dilutive common shares, stock options - historical basis
27

 
48

Cousins weighted average units of CPLP, convertible to common shares - historical basis
1,744

 
1,744

    Weighted average common shares outstanding, diluted - pro forma basis
148,512

 
148,449


j. Other Comprehensive Income (Loss)
Other comprehensive income (loss) included on TIER’s historical consolidated statement of operations and comprehensive income (loss) represents the effect of TIER’s interest rate swaps, which were terminated by TIER at the effective time of the Merger. The adjustments in the unaudited pro forma consolidated statement of operations and comprehensive income (loss) represent the elimination of the effect of the interest rate swaps.


6
v3.19.3.a.u2
Cover Page
Feb. 26, 2020
Cover page.  
Document Type 8-K
Document Period End Date Feb. 26, 2020
Entity Registrant Name Cousins Properties Inc
Entity Central Index Key 0000025232
Amendment Flag false
Entity Incorporation, State or Country Code GA
Entity File Number 001-11312
Entity Tax Identification Number 58-0869052
Entity Address, Address Line One 3344 Peachtree Road NE
Entity Address, Address Line Two Suite 1800
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30326-4802
City Area Code 404
Local Phone Number 407-1000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $1 par value per share
Trading Symbol CUZ
Security Exchange Name NYSE
Entity Emerging Growth Company false