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Form DEFA14A PARKWAY PROPERTIES INC

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May 4, 2016 6:06 AM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  þ                             Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
¨   Definitive Additional Materials
þ   Soliciting Material Pursuant to Rule 14a-12

PARKWAY PROPERTIES, INC.

(Name of Registrant as Specified in its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

þ

      No fee required

¨

      Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     (1 )  

Title of each class of securities to which transaction applies:

 

     

     (2)    

Aggregate number of securities to which transaction applies:

 

     

     (3)    

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

     (4)    

Proposed maximum aggregate value of transaction:

 

     

     (5)    

Total fee paid:

 

     

¨

      Fee paid previously with preliminary materials:

¨

     
 
 		 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and
the date of its filing.
     (1)    

Amount Previously Paid:

 

     

     (2)    

Form, Schedule or Registration Statement No.:

 

     

     (3)    

Filing Party:

 

     

     (4)    

Date Filed:

 

     

 

 

 

The following is an interview given by Jim Heistand, CEO of Parkway Properties, Inc. issued by the Orlando Business Journal on April 29, 2016:

Jim Heistand on what’s happening with Parkway Properties

SUBSCRIBER CONTENT: Apr 29, 2016, 3:27pm EDT Updated: Apr 29, 2016, 5:04pm EDT

JIM CARCHIDI

Parkway Properties Inc. will soon become one of the largest office landlords in downtown Houston — but CEO Jim Heistand will remain in Orlando.

The Orlando-based real estate investment trust (NYSE: PKY) on April 29 announced plans to merge with Atlanta-based Cousins Properties Inc., and both plan to spin off their Houston market properties into a new publicly traded REIT.

The deal involves Cousins buying Parkway for about $1.95 billion in stock, Bloomberg reported.

But what wasn’t clear in the initial announcement was that the name Parkway Properties isn’t going away, Heistand told Orlando Business Journal. Rather, the Houston spinoff will hold on to the Parkway Properties name.

Additionally, the merged company — which will retain the Cousins Properties name — will take on the balance of Parkway’s property portfolio in Orlando, Tampa and other Sunbelt markets.

“Both of our companies have properties in the Houston submarket, and oil prices were down dragging down our collective stock,” said Heistand, who will be the CEO of the new spinoff when the transactions close in this year’s fourth quarter. By combining assets and creating a spinoff, “both of our shareholders will own stock in both companies. It just made a lot of sense.”

Heistand has to his credit more than 30 years of creating real estate companies that grow into large publicly traded entities. He’s arguably had the biggest influence as an office property investor in the region, both historically and today, sources previously told OBJ.

Here’s what else Heistand had to say about the changes:

How will Parkway Properties operate once the spinoff is complete? We will still be Parkway, but we will own the Houston assets. It’s going to put a large presence in Houston but maintain our operations here. Most of the senior team will remain intact. We will have a couple of changes simply because we won’t be as large. But we’ll still have about 200 people. And we’ll be about a $2 billion company and the largest landlord in the Houston market.

Will you have to relocate? No, I will obviously spend a lot of time in Houston. Clearly, I’ll have to be in the markets to know what’s going on. But I will continue to be an Orlando resident. I’m not selling my house.

What will happen with Parkway’s Orlando-area properties? Cousins will inherit our portfolio in Orlando, Tampa and the other markets. As a company, they will become quite large as a little more than $5 billion-sized company. The reason we’re doing this is that the buildings they own are extremely high quality, high-rise in those urban markets. They have very little suburban assets, similar to what we own in downtown Orlando and downtown Charlotte.

Read more of OBJ’s previous coverage of Parkway Properties and check out coverage from the Cousins Properties side of things from sister paper, Atlanta Business Chronicle.

Be sure to come back to OrlandoBusinessJournal.com for updates.

 

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Cautionary Note Regarding Forward-Looking Statements

This document may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Cousins Properties Incorporated (“Cousins”) and Parkway Properties, Inc. (“Parkway”) operate and beliefs of and assumptions made by Cousins management and Parkway management, involve uncertainties that could significantly affect the financial or operating results of Cousins, Parkway, the combined company or any company spun-off by the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” variations of such words and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions involving Cousins and Parkway, including future financial and operating results, plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for stockholders, benefits of the proposed transactions to tenants, employees, stockholders and other constituents of the combined company, integrating our companies, cost savings and the expected timetable for completing the proposed transactions — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed merger and the timing of the closing of the proposed merger; risks associated with the ability to consummate the proposed spin-off of a company holding the Houston assets of Cousins and Parkway (“HoustonCo”) and the timing of the closing of the proposed spin-off; risks associated with the ability to list the common stock of HoustonCo on the New York Stock Exchange following the proposed spin-off; risks associated with the ability to consummate certain asset sales contemplated by Parkway and the timing of the closing of such proposed asset sales; risks associated with the ability to consummate the proposed reorganization of certain assets and liabilities of Cousins and Parkway, including the contemplated structuring of Cousins and HoustonCo as “UPREITs” following the consummation of the proposed transactions; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the proposed transactions; the ability to secure favorable interest rates on any borrowings incurred in connection with the proposed transactions; the impact of such indebtedness incurred in connection with the proposed transactions; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the proposed transactions; the potential liability for a failure to meet regulatory requirements, including the maintenance of REIT status; material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes to tax legislation; changes in demand for developed properties; adverse changes in financial condition of joint venture partner(s) or major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with the geographic concentration of Cousins, Parkway or HoustonCo; risks associated with the industry concentration of tenants; the potential impact of announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with tenants, employees, customers and competitors; the unfavorable outcome of any legal proceedings that have been or may be instituted against Cousins, Parkway or any company spun-off by the combined company; significant costs related to uninsured losses, condemnation, or environmental issues; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions; changes in local, national and international financial market, insurance rates and interest rates; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Cousins and Parkway. Cousins and Parkway do not intend, and undertake no obligation, to update any forward-looking statement.

 

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Additional Information about the Proposed Transactions and Where to Find It

In connection with the proposed transaction, Cousins intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Cousins and Parkway that also constitutes a prospectus of Cousins. Investors and security holders are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC, when they become available, because they will contain important information about the proposed transaction. Investors and security holders may obtain free copies of these documents, when they become available, and other documents filed with the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Cousins by contacting Cousins Investor Relations at (404) 407-1898. Investors and security holders may obtain free copies of the documents filed with the SEC by Parkway by contacting Parkway Investor Relations at (407) 650-0593.

Cousins and Parkway and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Cousins’ directors and executive officers is available in Cousins’ proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 22, 2016. Information about directors and executive officers of Parkway is available in the proxy statement for its 2016 Annual Meeting, which was filed with the SEC on March 28, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the merger when they become available. Investors should read the definitive joint proxy statement/prospectus carefully before making any voting or investment decisions when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Cousins or Parkway using the sources indicated above.

This communication and the information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

 

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