Cousins Announces Anticipated Closing Date of Merger and Sets Record and Distribution Dates for Spin-Off of Parkway, Inc.
Staff Report From Metro Atlanta CEO
Wednesday, September 28th, 2016
Cousins Properties Incorporated announced that it anticipates closing the previously announced merger between Cousins and Parkway Properties, Inc. on October 6, 2016. In addition, Cousins announced that its board of directors has approved the terms of the previously announced plan to spin off the Houston-based assets of Cousins and Parkway into a new, publicly-traded REIT, Parkway, Inc.. Cousins has declared October 6, 2016 as the record date for the spin-off and October 7, 2016 as the distribution date for the spin-off.
The dates set forth above may be delayed subject to satisfaction or waiver of the conditions to the merger and spin-off. The record date of the spin-off will be the same as the closing date of the merger between Cousins and Parkway, and the distribution date of the spin-off will be the business day following the merger closing date.
The spin-off will be accomplished via a pro rata dividend of one share of New Parkway common stock for every eight shares of Cousins common stock outstanding as of the record date for the spin-off. For purposes of the spin-off, the outstanding Cousins common stock on the record date will include the shares of Cousins common stock received by Parkway common stockholders in connection with the consummation of the merger. Cousins common stockholders will receive cash in lieu of fractional shares in the spin-off.
Cousins and Parkway stockholders are urged to consult their financial and tax advisors regarding the particular consequences of the merger and spin-off in their situation, including, without limitation, the specific implications of selling shares of New Parkway stock and the applicability and effect of any U.S. federal, state, local, and foreign tax laws. Cousins stockholders who hold common stock on the record date and decide to sell any of their Cousins common stock before the spin-off date should consult with their stockbroker, bank, or other nominee to understand whether the shares of Cousins common stock will be sold with or without the entitlement to New Parkway common stock pursuant to the spin-off.
No action is required by Cousins or Parkway stockholders in order to receive shares of New Parkway stock in the spin-off. Cousins and Parkway expect to mail an information statement to all Cousins and Parkway stockholders regarding the terms of the spin-off. The information statement is an exhibit to the Registration Statement on Form 10 filed by New Parkway with the Securities and Exchange Commission, and declared effective by the SEC on September 21, 2016, and describes New Parkway and its business, including details regarding the separation and distribution and certain risks of owning shares of New Parkway stock.