Business Context and Reporting Period
Cousins Properties Incorporated (Cousins) filed this Form 8-K on July 28, 2016, to provide supplemental disclosure regarding a proposed transaction with Parkway, Inc. (New Parkway). The filing amends and restates summary pro forma financial data previously included in an amended Form S-4 registration statement (File No. 333-211849), which was declared effective by the SEC on July 22, 2016.
Key Financial Metrics
This filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures. It serves solely to correct and align summary pro forma financial data for New Parkway with the complete unaudited pro forma financial data found in the referenced Form S-4. The corrected data covers the three months ended March 31, 2016, and the year ended December 31, 2015, and is provided in Exhibits 99.1 and 99.2.
Material Changes
The material change disclosed is the amendment of summary pro forma financial data for New Parkway to ensure conformity with the complete unaudited pro forma financial data set forth on pages 240 and 241 of the effective Form S-4 registration statement.
Guidance, Outlook, and Risks
Management directs investors to read the joint proxy statement/prospectus and other relevant documents filed with the SEC for important information regarding the proposed transaction. The filing includes standard legal disclaimers stating that this communication does not constitute an offer to sell or a solicitation of an offer to buy securities. No specific guidance, outlook, or risk factors are detailed within this specific 8-K text beyond the reference to the broader transaction documents.
Investor Verification Checklist
- Verify the complete unaudited pro forma financial data for New Parkway on pages 240 and 241 of the Form S-4 (File No. 333-211849).
- Review the definitive joint proxy statement/prospectus for details on the proposed merger transaction.
- Confirm the accuracy of the summary pro forma statements in Exhibits 99.1 and 99.2 against the full registration statement.
- Check the SEC website (www.sec.gov) or contact investor relations for Cousins (404-407-1898) and Parkway (407-650-0593) for free copies of relevant documents.