Cousins Properties To Merge With Parkway Properties And Simultaneously Spin-Off Combined Houston Assets Into A New Pure Play Publicly-Traded REIT

Transactions Intended to Unlock Value by Creating Two Independent REITs with Differentiated Strategies

Cousins Properties Becomes Premier Sun Belt Urban Office REIT with Increased Scale, Enhanced Diversification, and a Leading Class A Office Portfolio in High Growth Markets

"HoustonCo", Led by Parkway Properties CEO Jim Heistand, will Own a Class A Portfolio in Houston; With Strong Balance Sheet, Significant Liquidity, and Demonstrated Operating Expertise, HoustonCo Will Be Positioned for Future Growth Opportunities

PR Newswire

ATLANTA, and ORLANDO, Fla., April 29, 2016

ATLANTA, and ORLANDO, Fla., April 29, 2016 /PRNewswire/ -- Cousins Properties Incorporated (NYSE: CUZ) ("Cousins") and Parkway Properties, Inc. (NYSE: PKY) ("Parkway") today announced they have entered into a definitive agreement for a stock-for-stock merger and the simultaneous spin-off of the Houston-based assets of both companies into a new publicly-traded REIT ("HoustonCo"). The transactions will result in two independent and internally-managed office REITs: a larger and more diverse Cousins, which will continue its strategy of owning Class A office towers in high-growth urban Sun Belt markets, and a new, well-capitalized HoustonCo seeded with a Class A office portfolio and led by seasoned management team.

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Under the terms of the agreement, Parkway shareholders will receive 1.63 shares of Cousins stock for each share of Parkway stock they own. Immediately upon the merger's completion, the combined company will effect a taxable spin-off of HoustonCo via a special dividend distributed pro rata to its shareholders. The spin-off will provide investors with the ability to control their asset allocation decision, including the opportunity to invest in a high quality, well-capitalized REIT focused on Houston that is positioned to take advantage of the expected recovery in the energy sector.

Upon completion of the spin-off, Cousins and Parkway shareholders will own approximately 52% and 48%, respectively, of both Cousins and HoustonCo. The transactions have been approved unanimously by the Boards of Directors of both companies. Affiliates of TPG, which own approximately 21% of the outstanding common stock of Parkway, have agreed to vote in favor of the transactions.

"These creative transactions continue Cousins' heritage as a proven 'sharpshooter' in the growing Sun Belt markets, deepening our presence in Atlanta, Austin and Charlotte and establishing a strong presence in Phoenix, Orlando and Tampa. We firmly believe our shareholders will benefit by having an expanded portfolio of office towers in key urban submarkets, greater tenant and geographic diversity and enhanced access to the capital markets," said Larry Gellerstedt, President and Chief Executive Officer of Cousins. "At the same time, we believe that unlocking the value in our Houston portfolio allows us to capitalize on that market's eventual resurgence through the creation of HoustonCo."

Jim Heistand, Chief Executive Officer of Parkway, stated, "We believe these compelling strategic transactions demonstrate our continued commitment to enhancing shareholder value by creating two separate and highly-focused REITs with strong balance sheets and clear investment strategies. I could not be more excited to join my colleagues to launch this new company poised for success. Our properties are located in what we view as the strongest Houston submarkets, with a diversified roster of quality tenants and limited near-term lease expirations. We believe HoustonCo will thrive due to its strong, flexible balance sheet and a seasoned management team that has a history of delivering excellent results for its shareholders."

Cousins Properties

After completion of the two transactions, Cousins' portfolio will encompass 41 high-quality properties comprising 15.8 million square feet of rentable space in Atlanta, Austin, Charlotte, Phoenix, Orlando, and Tampa. The company will operate in markets that are currently experiencing rent, employment and population growth ahead of the U.S. national average, and with low levels of new office space construction. Consistent with the company's current strategy, Cousins will remain focused on maintaining its conservative, simple balance sheet.

Cousins will continue to be led by President and Chief Executive Officer Larry Gellerstedt and the existing senior management team. Taylor Glover will continue to Chair Cousins' Board of Directors, which will consist of five current Cousins directors and four current Parkway directors, including one TPG representative.

HoustonCo

HoustonCo will commence operations with five Class A office properties encompassing 8.7 million rentable square feet in the attractive Galleria, Greenway and Westchase submarkets of Houston. The company will have a diverse roster of large and credit-worthy tenants across different industries with limited near-term lease expirations.

HoustonCo is expected to have a conservative balance sheet with $150 million of cash surplus on hand plus an additional $50 million undrawn credit facility, which will position it to opportunistically pursue investments without the need for additional external capital in the near-term. HoustonCo has received new credit facility commitments from Bank of America, Wells Fargo and JP Morgan.

HoustonCo will be led by Parkway Chief Executive Officer Jim Heistand and several members of the existing Parkway senior management team. Jim Thomas, Parkway's current Chairman, will Chair HoustonCo's Board of Directors, which will consist of four current Parkway directors, including two TPG representatives, and three directors chosen by Cousins. 

Additional Transaction Details

Anticipated Synergies and Earnings Impact: Annual net G&A savings are anticipated to be approximately $18 million after giving effect to the merger and spin-off. These savings are expected to be derived primarily by the elimination of duplicative operating costs in the markets where both companies have a presence. In addition, both companies expect to realize immediate operational and leasing synergies through increased market scale, enabling each company to leverage pricing power in lease and vendor negotiations, to attract, hire and retain best-in-class local teams, to capitalize on emerging investment opportunities and to create flexibility to meet changing tenant space demands. The transactions are expected to be generally FFO per share neutral in 2017.

Dividend Policy: Each company will continue its current dividend policy until the close of the transactions.

Timing and Closing: The transactions are expected to close in the fourth quarter of 2016 and are conditioned on approval by the shareholders of both companies, and other customary closing conditions. Following the merger and spin-off, both companies intend to operate as UPREITs. HoustonCo will apply to be listed on the New York Stock Exchange and will announce its official name and ticker symbol on or before the completion of the spin-off.

Advisors

Goldman, Sachs & Co. and J.P. Morgan Securities LLC acted as financial advisors to Cousins Properties, and Wachtell Lipton Rosen & Katz served as legal counsel. The Eastdil Secured group of Wells Fargo Securities, LLC and BofA Merrill Lynch acted as financial advisors to Parkway, and Hogan Lovells US LLP served as legal counsel.

Webcast and Conference Call Information

Cousins Properties and Parkway Properties will hold a joint conference call on April 29, 2016 at 8:30 am ET to discuss the transactions. To participate in the conference call, please dial (866) 547-1509 or (920) 663-6208 for international participants. The Conference ID Number is 1584000. Interested parties can join the live webcast of the conference call by accessing the investor relations section of Cousins Properties' website atwww.cousinsproperties.com and of Parkway Properties' website atwww.pky.com. A replay of the conference call will be available through May 12, 2016 by calling (800) 585-8367 or (404) 537-3406 and using the Conference ID Number 1584000 or on the investor relations sections of the Cousins Properties and Parkway Properties websites. An investor presentation regarding the transactions will be available in the investor relations sections of each company's website.

About Cousins Properties Incorporated Cousins Properties Incorporated is a fully integrated, self-administered and self-managed real estate investment trust (REIT). Cousins Properties, based in Atlanta, GA, primarily invests in Class-A office assets located in high growth Sun Belt markets, with a focus on Georgia, Texas and North Carolina.

Cousins has a comprehensive strategy in place based on a simple platform, trophy assets and opportunistic investments. For more information, please visitwww.cousinsproperties.com.

About Parkway Properties 
Parkway Properties, Inc. is a fully integrated, self-administered and self-managed real estate investment trust specializing in the acquisition, ownership, development and management of quality office properties in higher growth submarkets in the Sun Belt region of the United States. Parkway owns or has an interest in 36 office properties located in six states with an aggregate of approximately 14.3 million square feet of leasable space as of January 1, 2016. Fee-based real estate services are offered through wholly owned subsidiaries of Parkway, which in total manage and/or lease approximately 2.7 million square feet for third-party owners as of January 1, 2016.