Cousins Properties Inc.

16/08/2024 | Press release | Distributed by Public on 16/08/2024 20:12

Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement.
On August 16, 2024, Cousins Properties LP (the "Operating Partnership"), the operating partnership and wholly owned subsidiary of Cousins Properties Incorporated (the "Company"), issued $500,000,000 in aggregate principal amount of 5.875% Senior Notes due 2034 (the "Notes"), which mature on October 1, 2034, pursuant to an indenture, dated as of May 8, 2024 (as amended and supplemented by a first supplemental indenture (the "Supplemental Indenture"), dated as of August 16, 2024, the "Indenture"), by and among the Operating Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes are fully and unconditionally guaranteed by the Company. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2025. The Notes will bear interest at a rate of 5.875% per year.
The Indenture contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur secured and unsecured debt and the ability of the Operating Partnership, the Company and any subsidiary guarantors to consummate a merger, consolidation or sale of all or substantially all of their assets, in each case, subject to certain exceptions. In addition, the Indenture will require the Company and its subsidiaries to maintain at all times total unencumbered assets of not less than 150% of total unsecured debt. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become, or to be declared, due and payable.
Prior to July 1, 2034, the Operating Partnership may redeem the Notes in whole at any time or in part from time to time, at the Operating Partnership's option and sole discretion, at a redemption price equal to the greater of:
▪100% of the principal amount of the Notes being redeemed; and
▪a make-whole premium calculated in accordance with the Indenture,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, on or after July 1, 2034, the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date.
The Company will use the net proceeds from the Notes to repay revolving loans outstanding under its credit facility, with any remaining amounts being used for working capital, capital expenditures and other general corporate purposes, which may include repayment of other outstanding indebtedness (including a portion of its 2021 term loan).
The Notes were offered by means of a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission. Copies of the Indenture and the Supplemental Indenture are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.