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Subsequent Events
3 Months Ended
Mar. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

Mortgage Debt Repayments

On April 6, 2016, the Company paid in full the $114.0 million mortgage debt secured by CityWestPlace I and II and expects to recognize a gain on extinguishment of debt during the second quarter of 2016.

On April 11, 2016, the Company paid in full the $47.9 million mortgage debt secured by Lincoln Place and expects to recognize a gain on extinguishment of debt during the second quarter of 2016.

    


Merger with Cousins Properties Incorporated

On April 28, 2016, the Company, the Operating Partnership, Cousins Properties Incorporated ("Cousins") and Clinic Sub Inc., a wholly owned subsidiary of Cousins ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which the Company will merge with and into Merger Sub (the "Merger"), with Merger Sub continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Cousins. Pursuant to the Merger Agreement, at the closing time of the Merger (the "Effective Time"), each share of the Company's common stock and each share of the Company's limited voting stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 1.63 newly issued shares of Cousins common stock, par value $1.00 per share, and 1.63 newly issued shares of Cousins limited voting preferred stock, par value $1.00 per share, respectively. Holders of the Operating Partnership units will be entitled to exercise their rights to redeem their Operating Partnership units prior to the Effective Time and, upon such redemption, will be entitled to receive shares of the Company's common stock that will be converted into Cousins common stock as described above.

Pursuant to the Merger Agreement, on the business day following the Effective Time, Cousins will separate from the combined businesses (the "combined company") the portion of the combined businesses relating to the ownership of real properties in Houston, Texas (the "Houston Business", and such separation, the "Separation"). After the Separation, Cousins will distribute pro rata to its stockholders (which include all stockholders of the combined company) all of the outstanding voting shares of common stock of an entity ("HoustonCo") containing the Houston Business (the "Spin-Off", and together with the Merger and the related transactions, the "Merger Transaction"). Cousins (or a subsidiary of Cousins) will retain all of the shares of a class of non-voting preferred stock of HoustonCo, upon the terms and subject to the conditions of the Merger Agreement. After the Spin-Off, HoustonCo will be a separate, publicly-traded entity, and both Cousins and HoustonCo intend to operate prospectively as UPREITs.

The Merger Agreement contains customary representations and warranties by each party. The Company and Cousins have also agreed to various customary covenants and agreements, including, among others, to conduct their respective businesses in the ordinary course consistent with past practice during the period between the execution of the Merger Agreement and the Effective Time, to not engage in certain kinds of transactions during this period and to maintain REIT status. Additionally, the Company has agreed to use commercially reasonable efforts to sell certain of its properties prior to the Effective Time, upon the terms and subject to the conditions of the Merger Agreement. The Company and Cousins have also agreed that, prior to the Effective Time, each may continue to pay their regular quarterly dividends, but may not increase the amounts, except to the extent required to maintain REIT status. The parties will coordinate record and payment dates for all pre-closing dividends.

The Merger Transaction is subject to certain closing conditions, including but not limited to stockholder approval by the stockholders of each of the Company and Cousins. As a result, the Company can provide no assurances when the Merger Transaction will close, if at all. Pursuant to the Merger Agreement, if the Merger Agreement is terminated for certain reasons, then under certain circumstances the Company may be required to pay Cousins a termination fee of $65 million or an expense amount of $20 million.