0000025232false00000252322024-05-082024-05-08

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): May 8, 2024
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 8.01. Other Events.
In connection with the Company and its operating partnership, Cousins Properties LP, filing a new registration statement on Form S-3 (Registration No. 333-279209), on May 8, 2024, Cousins Properties Incorporated (the “Company”) and Cousins Properties LP, entered into a second amendment (the “Amendment”) to the Equity Distribution Agreement, dated August 3, 2021 (as amended, the “Equity Distribution Agreement”), with Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (collectively, the “Managers”), Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association, as forward purchasers (collectively, the “Forward Purchasers”), and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as forward sellers (collectively, the “Forward Sellers”), pursuant to which the Company may issue and sell, from time to time, through the Managers, as the Company’s agents, or to the Managers for resale, shares of the Company’s common stock, par value $1.00 per share, representing the unsold amount available under the Company’s at-the-market offering program, prior to such Amendment.
The Amendment provides that shares of common stock to be sold pursuant to the Equity Distribution Agreement will be issued pursuant to a prospectus dated May 8, 2024, and a prospectus supplement filed with the Securities and Exchange Commission on May 8, 2024, in connection with one or more offerings of shares from the Company’s new effective shelf registration statement on Form S-3 (Registration No. 333-279209). Sales of shares of the Company’s common stock through the Managers, if any, will be made in amounts and at times to be determined by the Company from time to time, but the Company has no obligation to sell any of the shares in the offering and may suspend sales in connection with the offering at any time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common shares and determinations by the Company of the appropriate sources of funding for the Company. Any sales of shares of the Company’s common stock through the Managers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, in block transactions, or as otherwise agreed upon by us and the Managers.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The Equity Distribution Agreement is filed as Exhibits 1.1, 1.2 and 1.3 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Equity Distribution Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibits 1.1, 1.2 and 1.3.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Company’s effective registration statement on Form S-3 (Registration No. 333-279209) and are incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.
(a)Exhibits
Exhibit
Number		Exhibit Description
1.1
1.2
1.3
5.1
23.1
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


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: May 8, 2024
COUSINS PROPERTIES INCORPORATED
By:
/s/ Pamela F. Roper
Pamela F. Roper
Executive Vice President, General Counsel, and Corporate Secretary

Exhibit 1.3
SECOND AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT
May 8, 2024
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor
Atlanta, Georgia 30326
Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
As Managers
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Bank of America, N.A.
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
JPMorgan Chase Bank, National Association
383 Madison Avenue, 6th Floor
New York, New York 10179
The Toronto-Dominion Bank
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017


Truist Bank
3333 Peachtree Road NE, 11th Floor
Atlanta, Georgia 30326
Wells Fargo Bank, National Association
500 West 33rd Street, 14th Floor
New York, New York 10001
As Forward Purchasers
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, New York 10017
Truist Securities, Inc.
3333 Peachtree Road NE, 11th Floor
Atlanta, Georgia 30326
Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001
As Forward Sellers
Ladies and Gentlemen:
Reference is hereby made to the Equity Distribution Agreement, dated August 3, 2021 (the "Original EDA"), as amended by the Amendment to Equity Distribution Agreement, dated February 17, 2023 (the "First Amendment" and, together with the Original EDA, the “Distribution Agreement”), among Cousins Properties Incorporated, a Georgia corporation (the “Company”), Cousin Properties LP, a Delaware limited partnership (the “Operating Partnership”), and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (collectively, the “Managers”), Morgan Stanley & Co. LLC, Bank of America, N.A, JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo


Bank, National Association (collectively, the “Forward Purchasers”) and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (collectively, the “Forward Sellers”), which shall be amended as set forth in this Second Amendment to Equity Distribution Agreement (this “Second Amendment” and, the Distribution Agreement as amended by this Second Amendment, this “Agreement”). Capitalized terms used herein and not defined have the respective meanings set forth in the Distribution Agreement.
The Distribution Agreement contemplates the offering and sale of Shares pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-269859). The Company has filed with the Commission (i) an automatic shelf registration statement on Form S-3 (File No. 333-279209) relating to, among other things, the Company’s Common Stock (which new registration statement became effective upon the filing thereof with the Commission on the date hereof) and (ii) a prospectus supplement dated May 8, 2024, relating to the Shares and an accompanying prospectus dated May 8, 2024.
The parties hereto hereby agree that, from and after the date hereof, the second paragraph of the introduction of the Distribution Agreement shall be replaced in its entirety with the following:
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-279209), including a prospectus, on Form S-3, relating to the securities (the “Shelf Securities”), including the Shares, to be offered from time to time by the Company. The registration statement as of its most recent effective date, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities and filed as part of the Registration Statement, together with any amendments or supplements thereto (other than a prospectus supplement relating solely to the offering of Shelf Securities other than the Shares) as of the most recent effective date of the Registration Statement, is hereinafter referred to as the “Basic Prospectus”. “Prospectus Supplement” means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date hereof, in the form furnished by the Company to the Managers, the Forward Purchasers and the Forward Sellers in connection with the offering of the Shares. Except where the context otherwise requires, “Prospectus” means the Basic Prospectus, as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement (as defined in Section 6(b) below), if any. For purposes of this Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act. “Permitted Free Writing Prospectuses” means the documents listed on Schedule I hereto or otherwise approved in writing by the Managers, the Forward Purchasers and the Forward Sellers in accordance with Section 6(a), and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement”, “Basic Prospectus”, “Prospectus Supplement”, “Interim Prospectus Supplement” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof. The


terms “supplement”, “amendment” and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein (the “Incorporated Documents”).
The parties hereto hereby further agree that (i) notwithstanding the foregoing, each reference to a "Registration Statement," "Prospectus," "Prospectus Supplement," "Interim Prospectus Supplement," "General Disclosure Package" or "Permitted Free Writing Prospectus" in Section 8 of the Distribution Agreement shall be deemed to include each such Registration Statement, Prospectus, Prospectus Supplement, Interim Prospectus Supplement, General Disclosure Package and Permitted Free Writing Prospectus utilized by the Transaction Entities in connection with the issuance of Shares pursuant to the Original EDA, the Distribution Agreement and this Agreement and (ii) the Distribution Agreement, as amended hereby, shall otherwise remain in full force and effect.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or any other rapid transmission device designed to produce a written record of the communication transmitted shall be as effective as delivery of a manually executed counterpart thereof. The words “execution,” “executed,” “signed,” signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
[signature pages follow]


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Operating Partnership a counterpart hereof, whereupon this Agreement, along with all counterparts, will become a binding agreement between the Company, the Operating Partnership, the Managers, the Forward Purchasers and the Forward Sellers in accordance with its terms.
Very truly yours,
COUSINS PROPERTIES INCORPORATED
By:/s/ Gregg D. Adzema
Name:Gregg D. Adzema
Title:Executive Vice President
and Chief Financial Officer
COUSINS PROPERTIES LP
By:/s/ Gregg D. Adzema
Name:Gregg D. Adzema
Title:Executive Vice President
and Chief Financial Officer
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
MORGAN STANLEY & CO. LLC
As Manager, Forward Seller and Forward Purchaser
By:/s/ Russ Lindberg
Name:Russ Lindberg
Title:Managing Director
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
BOFA SECURITIES, INC.
As Manager and Forward Seller
By:/s/ Chris Djoganopoulos
Name:Chris Djoganopoulos
Title:Managing Director
BANK OF AMERICA, N.A.
As Forward Purchaser
By:/s/ Rohan Handa
Name:Rohan Handa
Title:Managing Director
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
J.P. MORGAN SECURITIES LLC
As Manager and Forward Seller
By:/s/ Brett Chalmers
Name:Brett Chalmers
Title:Executive Director
JP MORGAN CHASE BANK, NATIONAL ASSOCIATION
As Forward Purchaser
By:/s/ Brett Chalmers
Name:Brett Chalmers
Title:Executive Director
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
TD SECURITIES (USA) LLC
As Manager and Forward Seller
By:/s/ Bradford Limpert
Name:Bradford Limpert
Title:Managing Director
THE TORONTO-DOMINION BANK
As Forward Purchaser
By:/s/ Vanessa Simonetti
Name:Vanessa Simonetti
Title:Managing Director
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
TRUIST SECURITIES, INC.
As Manager and Forward Seller
By:/s/ Michael Collins
Name:Michael Collins
Title:Managing Director
TRUIST BANK
As Forward Purchaser
By:/s/ Michael Collins
Name:Michael Collins
Title:Managing Director
[Signature Page to Second Amendment to Equity Distribution Agreement]

Accepted as of the date first written above.
WELLS FARGO SECURITIES, LLC
As Manager and Forward Seller
By:/s/ Elizabeth Alvarez
Name:Elizabeth Alvarez
Title:Managing Director
WELLS FARGO BANK, NATIONAL ASSOCIATION
As Forward Purchaser
By:/s/ Elizabeth Alvarez
Name:Elizabeth Alvarez
Title:Managing Director
[Signature Page to Second Amendment to Equity Distribution Agreement]
Exhibit 5.1
kslogo.jpg
King & Spalding LLP
1180 Peachtree Street N.E. Ste. 1600
Atlanta, GA 30309-3521
Tel: +1 404 572 4600
Fax: +1 404 572 5100
www.kslaw.com
May 8, 2024
Ladies and Gentlemen,
We have acted as counsel to Cousins Properties Incorporated, a Georgia corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of shares of the Company’s common stock, par value $1.00 per share, having an aggregate gross sales price of up to $394,949,683 (the “Shares”), to be offered and sold by the Company from time to time pursuant to the Equity Distribution Agreement, dated May 8, 2024 (as amended through the date hereof, the “Equity Distribution Agreement”), among the Company, Cousins Properties LP, a Delaware limited partnership, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, in its capacity as sales agent in connection with the offering and sale of Shares, a “Manager” and collectively, the “Managers”), Morgan Stanley & Co. LLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association (each, in its capacity as purchaser under any Forward Contract (as defined in the Equity Distribution Agreement), a “Forward Purchaser” and collectively, the “Forward Purchasers”) and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC (each, as agent for its affiliated Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined in the Equity Distribution Agreement), a “Forward Seller” and collectively, the “Forward Sellers”).
In our capacity as such counsel, we have reviewed (i) the Registration Statement on Form S-3ASR, dated May 8, 2024 (Registration No. 333-279209), in the form it became effective (the “Registration Statement”), including the prospectus included therein (the “Base Prospectus”), (ii) the prospectus supplement, dated May 8, 2024, filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (together with the Base Prospectus, the “Prospectus”), the (iii) the Equity Distribution Agreement, (iv) the Master Forward Confirmations, each dated as of August 3, 2021 (each a “Master Forward Confirmation” and, together with the Equity Distribution Agreement, the “Transaction Documents”), (v) the Company’s Restated and Amended Articles of Incorporation, as amended (the “Articles of Incorporation”), (vi) the Company’s Bylaws, as amended (the “Bylaws”), and (vii) the resolutions adopted by the Board of Directors of the Company on July 27, 2021 (the “Resolutions”) relating to the transactions contemplated by the Transaction Documents.
In connection with this opinion, we have examined and relied upon the accuracy of original, certified, conformed or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set forth below. In all such examinations, we have assumed the genuineness of signatures on all documents submitted to us as original documents and the conformity to such original documents of all documents submitted to us as certified, conformed or photographic copies and, as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied, without independent verification, upon certificates, statements and representations of representatives of the Company and public officials.


We have also assumed that the Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of beneficial interest of the Company set forth in Article 11 of the Company’s Articles of Incorporation; that upon the issuance of any of the Shares, the total number of shares of common stock of the Company issued and outstanding will not exceed the total number of shares that the Company is then authorized to issue under its Articles of Incorporation; and that the number of Shares, and the offering price of each Share, to be sold from time to time pursuant to the Equity Distribution Agreement will be authorized and approved by the Board of Directors of the Company or the Executive Committee thereof in accordance with Georgia law, the Articles of Incorporation, the Bylaws and the Resolutions (with such determinations referred to hereinafter as the “Proceedings”) prior to the issuance thereof.
Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered by the Company to the Managers, Forward Purchasers and Forward Sellers, as applicable, in the manner provided in the Resolutions and the Proceedings and in accordance with the terms of the Equity Distribution Agreement and any applicable supplemental confirmation under a Master Forward Confirmation and against payment of the consideration therefor as contemplated by the Equity Distribution Agreement, any applicable supplemental confirmation under a Master Forward Confirmation and the Proceedings, will be validly issued and fully paid and non-assessable.
This opinion is limited in all respects to the federal laws of the United States of America and the laws of the State of Georgia and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This opinion is being rendered for the benefit of the Company in connection with the matters addressed herein.
We consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed on May 8, 2024 to be incorporated by reference into the Registration Statement and to the reference to us under the caption “Legal matters” in the prospectus supplement, dated May 8, 2024. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ King & Spalding LLP


v3.24.1.u1
Cover Page
May 08, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 08, 2024
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
Cousins Properties (NYSE:CUZ)
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