8-K
Cousins Properties Inc (CUZ)
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): July 29, 2021
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 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 7.01. Regulation FD Disclosure.
On July 29, 2021, Cousins Properties Incorporated (the “Company”) issued a press release announcing three strategic transactions in Charlotte, Atlanta, and Nashville. On July 23, 2021, the Company sold One South at the Plaza in Uptown Charlotte, an 891,000 square foot office asset, for $271.5 million. On July 28, 2021, the Company acquired 725 Ponce, a 372,000 square foot office asset in Midtown Atlanta for $300.2 million. Also on July 28, 2021, the Company entered into a 50-50 joint venture to develop a project in the Germantown submarket of Nashville for an estimated Company investment of $275 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 29, 2021, the Company provided an investor presentation focusing on these strategic 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
| 99.1 | Press Release: "Cousins Properties Announces Three Strategic Transactions" |
|---|---|
| 99.2 | Strategic Transactions Presentation |
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: July 29, 2021
COUSINS PROPERTIES INCORPORATED
| By: | /s/ Gregg D. Adzema |
|---|
Gregg D. Adzema
Executive Vice President, and Chief Financial Officer
Document
CONTACT:
Roni Imbeaux
Vice President, Finance and Investor Relations
404-407-1104 rimbeaux@cousins.com
COUSINS PROPERTIES ANNOUNCES THREE STRATEGIC TRANSACTIONS
ATLANTA (July 29, 2021) — Cousins Properties (NYSE: CUZ) announced today that it has completed three strategic transactions in Charlotte, Atlanta and Nashville. The company has sold One South at the Plaza in Charlotte, acquired 725 Ponce in Atlanta and entered into a 50/50 joint venture to develop a mixed-use project in Nashville. These transactions strengthen Cousins’ leading position in the Sun Belt while enhancing the quality of its portfolio, maintaining a pipeline of attractive development opportunities and providing a compelling entry into a new core market.
Please refer to the Investor Relations page of Cousins’ website for a presentation with additional information on the transactions discussed in this release.
On July 23, 2021, Cousins sold One South at the Plaza in Uptown Charlotte, an 891,000 square foot office asset, for $271.5 million. One South was developed in the 1970s and acquired by Cousins through its merger with TIER REIT in 2019. It is currently 58% leased following Bank of America’s December 2020 lease expiration. The sale does not include the recently acquired adjacent College Street parking deck.
On July 28, 2021, Cousins acquired 725 Ponce, a 372,000 square foot office asset in Midtown Atlanta for $300.2 million. 725 Ponce was delivered in late 2019 and is located on the Atlanta Beltline directly across from the highly-successful Ponce City Market mixed-use redevelopment. 725 Ponce is currently 100% leased to customers including BlackRock, McKinsey & Company and Chick-fil-A. As part of the transaction, Cousins also acquired a 50% ownership interest in an adjacent land site for an additional $4 million that can accommodate 150,000 to 200,000 square feet of development.
Also on July 28, 2021, Cousins entered into a joint venture with a large, institutional investor to develop a transformative mixed-use project known as Neuhoff in the Germantown submarket of Nashville. The initial phase will consist of 448,000 square feet of office and retail space plus 542 multi-family units. Construction has recently commenced with initial delivery beginning in the fourth quarter of 2022. New City Properties, a commercial development firm headquartered
in Atlanta, is serving as the development manager of the project on behalf of Cousins and its joint venture partner. Cousins’ investment of $275 million represents a 50% ownership interest in the initial phase as well as a phase II site and associated infrastructure that can accommodate 275,000 square feet of additional space and rights to adjacent land parcels for future development.
“These transactions further solidify our irreplaceable portfolio of Sun Belt trophy assets by recycling capital from an older, capex-intensive property into modern, efficient and interesting assets as the flight-to-quality movement intensifies,” said Colin Connolly, President and Chief Executive Officer of Cousins Properties. “We have been transparent about our focus on Nashville as a target for expansion and could not be more excited to enter the market with this unique opportunity in the growing Germantown submarket directly across the Cumberland River from Oracle’s recently announced campus. Nashville exhibits the same robust fundamentals that are present in our other core markets and fits perfectly into our Sun Belt strategy.”
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 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.
About New City Properties
New City Properties is a commercial real estate development firm with a focus on creating unique, non-commodity places where a community can grow and flourish. The company has a specific concentration on the preservation of structures with historic character and exploring ways to repurpose them for modern use. When new construction is called for, the company seeks to construct beautiful, high-quality projects that fit within the context of the surrounding environment as well as incorporating an interesting mix of uses, encouraging walkability, and including the latest innovations in technology and sustainability. For more information: www.newcity-properties.com
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, 2020, 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.
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GREGG ADZEMA EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER gadzema@cousins.com 404.407.1116 RONI IMBEAUX VICE PRESIDENT, FINANCE AND INVESTOR RELATIONS rimbeaux@cousins.com 404.407.1104 3344 Peachtree Road NE | Suite 1800 Atlanta, GA 30326 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, 2020 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. 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.