cuz-20201202
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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): December 2, 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) (Zip Code)

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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par value per shareCUZNew 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 7.01. Regulation FD Disclosure.
On December 2, 2020, Cousins Properties Incorporated (the “Company”) issued a press release announcing two strategic property transactions in the South End submarket of Charlotte, North Carolina. On November 17, 2020, the Company closed on the acquisition of a 3.4 acre parcel of land for $28.1 million. On December 2, 2020, the Company closed on the acquisition of The RailYard, a 329,000 square foot creative office asset for $201 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On December 2, 2020, the Company provided an investor presentation focusing on these strategic Charlotte transactions which is available on its website. A copy of this presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Neither the press release nor investor presentation shall be deemed "filed" with the Securities and Exchange Commission; nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1993, as amended.

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: December 2, 2020


COUSINS PROPERTIES INCORPORATED

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




CONTACT: Gregg Adzema Chief Financial Officer, Cousins Properties 404-407-1116 [email protected] COUSINS PROPERTIES ANNOUNCES STRATEGIC CHARLOTTE TRANSACTIONS ATLANTA (December 2, 2020) — Cousins Properties (NYSE: CUZ) announced today two property transactions in the South End submarket of Charlotte, North Carolina. These transactions increase Cousins’ presence in a leading Sun Belt submarket and are consistent with its long-term strategic objectives. On November 17, 2020, Cousins closed on the purchase of 3.4 acres of land for $28.1 million. The Company anticipates developing a 600,000 to 700,000 square foot mixed-use development on the site to be called South End Station. On December 2, 2020, Cousins closed on the purchase of a 329,000 square foot creative office asset for $201 million. Known as The RailYard, the property was developed in 2019 and is currently 97% leased with customers including an Allstate technology center and an Ernst & Young innovation center. “The RailYard and South End Station are both attractive acquisitions with significant long-term value creation opportunities,” said Colin Connolly, President and Chief Executive Officer of Cousins. “Collectively, the investments create an advantageous concentration with compelling synergies in one of the best submarkets in the Sun Belt.” Please refer to the Investor Relations page of Cousins' website for a presentation with additional information on the transactions discussed above. About Cousins Properties Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust (REIT). The Company, based in Atlanta, GA and acting through its operating partnership, Cousins Properties LP, primarily invests in Class A office buildings located in high growth Sun Belt markets. Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing, and management of high-quality real estate assets. The News Release

 
Company has a comprehensive strategy in place based on a simple platform, trophy assets, and opportunistic investments. For more information, please visit www.cousins.com. This press release does not constitute an offer of any securities for sale. Certain matters discussed in this press release are forward-looking statements within the meaning of the federal securities laws and are subject to uncertainties and risk and actual results may differ materially from projections. Readers should carefully review Cousins’ financial statements and notes thereto, as well as the risk factors described in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and other documents Cousins files from time to time with the Securities and Exchange Commission. Such forward-looking statements are based on current expectations and speak as of the date of such statements. Cousins undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.

 
STRATEGIC CHARLOTTE TRANSACTIONS DECEMBER 2, 2020

 
SOUTH END CHARLOTTE TRANSACTIONS CRITICAL MASS of MODERN & RELEVANT ASSETS that GENERATE STABLE CASH FLOW and LONG-TERM UPSIDE in a LEADING SUN BELT SUBMARKET THE RAILYARD Office Acquisition  Purchase price $201MM  329K SF across two buildings  Developed in 2019  97% leased 1 SOUTH END STATION Land Acquisition 2  Purchase price $28.1MM  3.4 acres at Bland Street Light Rail Station  600-700K SF mixed-use development potential 2 STRATEGIC RATIONALE 1 2

 
UPTOWN SOUTH END SOUTH END STATS(1) 54% Residents 20-39 years old 17,200 Employees 1.9MM Retail SF 222 Restaurants and Shops 6,946 Apartments delivered since 2013(2) 3,802 Apartments under construction or planned South End Station The RailYard SPOTLIGHT ON SOUTH END HISTORIC INDUSTRIAL AREA HAS TRANSFORMED INTO VIBRANT WALKABLE DISTRICT WITH OUTSTANDING ACCESS Light Rail System Carson Station East/West StationGlobal Technology Center Corporate HQ Regional HQ Corporate HQ Bland St. Station 3 Innovation Center Technology Center

 
 A modern, vibrant creative office asset one block away from the Bland Street light rail station that caters to today's dynamic workforce  97% leased asset with an attractive customer base - Allstate (S&P:A-) technology center accounts for 47% of leased SF  Long-term upside potential through below market rental rates, increased parking revenue and operating synergies across CUZ's Charlotte portfolio  LEED Silver designation THE RAILYARD ACQUSITION OF BEST-IN-CLASS OFFICE ASSET IN THE HEART OF SOUTH END THAT PROVIDES LONG-TERM VALUE CREATION 4 RSF: 329K YEAR BUILT: 2019 WEIGHTED AVERAGE LEASE TERM: 9 YEARS PROJECTED 2021 CASH YIELD: 5.3% PROJECTED 2021 GAAP YIELD: 6.3% 1

 
 Unparalleled location at Bland Street light rail station in highly amenitized and walkable district  Provides important operating and leasing synergy opportunities with The RailYard  Significant value creation opportunity through the future development of a 600 to 700K SF mixed-use project  Positioned to respond to increasing office and residential demand in South End ACQUISITION OF UNPARALLED, TRANSIT-ORIENTED DEVELOPMENT SITE ACROSS FROM THE RAILYARD PURCHASE PRICE: $28.1MM ACREAGE: 3.4 AC BUILDABLE SQUARE FOOTAGE: 600-700K SF MIXED-USE DEVELOPMENT The RailYard Dimensional Place1 Bland St. Station SOUTH END STATION2 5 South End Station 1 Dimensional Place is developed and owned in a 50/50 joint venture. Partner can exercise purchase option in 2021.

 
cousins.com 3344 Peachtree Road NE | Suite 1800 Atlanta, GA 30326 Cautionary Note Regarding Forward-Looking Statements Certain matters contained in this report are “forward-looking statements” within the meaning of the federal securities laws and are subject to uncertainties and risks, as itemized in Item 1A included in the Annual Report on Form 10-K for the year ended December 31, 2019 and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. These forward-looking statements include information about possible or assumed future results of the business and our financial condition, liquidity, results of operations, plans, and objectives. They also include, among other things, statements regarding subjects that are forward-looking by their nature, such as the following: guidance and underlying assumptions; business and financial strategy; future acquisitions and dispositions of operating assets or joint venture interests; future acquisitions and dispositions of land, including ground leases; future development and redevelopment opportunities; projected capital expenditures; market and industry trends; and all statements that address operating performance, events, or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders. Any forward-looking statements are based upon management's beliefs, assumptions, and expectations of our future performance, taking into account information that is currently available. These beliefs, assumptions, and expectations may change as a result of possible events or factors, not all of which are known. If a change occurs, our business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Actual results may vary from forward-looking statements due to, but not limited to, the following: the availability and terms of capital; the failure to achieve anticipated benefits from acquisitions, investments, or dispositions; changes in national and local economic conditions, the real estate industry, and the commercial real estate markets in which we operate, including the impact of high unemployment, volatility in the public equity and debt markets, and international economic and other conditions; the impact of a public health crisis, including the COVID-19 pandemic, and the governmental and third party response to such a crisis, which may affect our key personnel, our major tenants, and the costs of operating our assets; changes to our strategy with regard to land and other non-core holdings that may require impairment losses to be recognized; leasing risks, including the ability to obtain new tenants or renew expiring tenants, the ability to lease newly developed and/or recently acquired space, the failure of a tenant to occupy leased space, and the risk of declining leasing rates; changes in the needs of our tenants brought about by the desire for co-working arrangements, trends toward utilizing less office space per employee, and the effect of telecommuting; any adverse change in the financial condition of one or more of our tenants; competition from other developers or investors; the risks associated with real estate developments (such as zoning approval, receipt of required permits, construction delays, cost overruns, and leasing risk); cyber security breaches; changes in senior management, changes in the Board of Directors, and the loss of key personnel; the potential liability for uninsured losses, condemnation, or environmental issues; the potential liability for a failure to meet regulatory requirements; any failure to comply with debt covenants under credit agreements; any failure to continue to qualify for taxation as a real estate investment trust and meet regulatory requirements; potential changes to state, local, or federal regulations applicable to our business; material changes in the rates, or the ability to pay, dividends on common shares or other securities; potential changes to the tax laws impacting REITs and real estate in general; potential changes to the tax laws impacting REITs and real estate in general; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by the Company. The words “believes,” “expects,” “anticipates,” “estimates,” “plans,” “may,” “intend,” “will,” or similar expressions are intended to identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking statements are reasonable, we can give no assurance that such plans, intentions, or expectations will be achieved. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise, except as required under U.S. federal securities laws. Endnotes Page 3 – Spotlight on South End (1) Source: Fast Facts – South End in a Glance, southendclt.org. (2) Source: CoStar for multifamily units delivered 2013-2020. GREGG ADZEMA EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER [email protected] 404.407.1116