Item 1.01. Entry into a Material Definitive Agreement.
In the Agreement, the Company agreed to indemnify the Underwriter against certain specified types of liabilities, including liabilities under the Securities Act of 1933, and to contribute to payments the Underwriter may be required to make in respect of these liabilities. In the ordinary course of business the Underwriter or its affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses. Subject to customary closing conditions, the offering contemplated by the Agreement is expected to close on or about
The shares of common stock were offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-187636). A copy of the Agreement is attached hereto as Exhibit 1.1, and the description of the material terms of the Agreement in this Item 1.01 is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing the commencement of the common stock offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release announcing the pricing of the common stock offering is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2) shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
The Company is filing this Current Report on Form 8-K so as to file with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit Description 1.1 Underwriting Agreement, dated
July 29, 2014, by and between Cousins Properties Incorporatedand J.P. Morgan Securities LLC. 5.1 Opinion of King & Spalding LLPregarding legality of shares. 23.1 Consent of King & Spalding LLP(included in Exhibit 5.1). 99.1 Press Release, dated July 29, 2014. 99.2 Press Release, dated July 30, 2014.