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Cousins Properties, Tier REIT Win Shareholder Nods for Merger
Friday 14 June 2019

14 June 2019 - Shareholders of US-based property companies Cousins Properties (NYSE: CUZ) and Tier REIT, Inc. (NYSE: TIER) have approved all of the proposals necessary for the closing of the stock-for-stock merger between Cousins and Tier, the companies said.
This transaction will create a class A office REIT with a combined portfolio of over 21m square feet located across the Sun Belt.
The combined company will have an equity market capitalidation of approximately USD 5.9bn and a total market capitalisation of approximately USD 7.8bn.
Under the terms of the agreement, Cousins will issue 2.98 shares of newly issued common stock in exchange for each share of TIER stock.
The all-stock merger is intended to qualify as a tax-free "reorganization" for US federal income tax purposes.
Upon closing, Cousins and TIER stockholders will own approximately 72% and 28% of the combined company's stock, respectively.
The transaction is subject to customary closing conditions, including receipt of the approval of both Cousins and TIER stockholders. The transaction is expected to close during 3Q19.
Each of the board of directors of Cousins and TIER have unanimously approved the merger.
Cousins' board of directors will be increased to eleven members upon closing, with two additions from TIER's board of directors, one of which will be Scott Fordham. 
Larry Gellerstedt, Cousins' executive chairman of the board of directors, will serve as executive chairman of the board of directors of the combined company. 
Colin Connolly, Cousins' president and chief executive officer, and Cousins' existing senior management team will continue to lead the combined company.
Upon completion of the merger, the company will retain the Cousins name and will trade under the ticker symbol CUZ.
The combined company's headquarters will be located in Atlanta, Georgia.
Annual net G and A savings are anticipated to be approximately USD 18.5m, to be realised immediately upon closing.
These savings will be derived primarily through the elimination of duplicative costs associated with supporting a public company platform as well as the elimination of duplicative costs in the markets where both companies have an existing presence, the companies said.
In addition, the combined company also anticipates realising operational and leasing synergies through increased market scale.
Cousins Properties is a fully integrated, self-administered and self-managed real estate investment trust. The company, based in Atlanta, Georgia and acting through its operating partnership, Cousins Properties LP, primarily invests in class A office towers located in high-growth Sun Belt markets.
Founded in 1958, Cousins creates shareholder value through its extensive expertise in the development, acquisition, leasing and management of high-quality real estate assets.
Tier REIT is self-managed, Dallas-based real estate investment trust focused on owning quality, well-managed commercial office properties in dynamic markets throughout the US.
Morgan Stanley is acting as exclusive financial advisor and Wachtell, Lipton, Rosen and Katz is acting as legal counsel to Cousins. J.P. Morgan Securities LLC is acting as exclusive financial advisor and Goodwin Procter LLP is acting as legal counsel to Tier.
Details
Date Published: 14/06/2019
Target: Tier Reit, Inc
Country: USA
Deal Size: 5.9bn (USD)
Sector: Construction/Real Estate
Type: Merger
Financing: Stock
Status: Agreed
Vendor:
Buyer: Cousins Properties
Buyer Advisor: Morgan Stanley , Wachtell, Lipton, Rosen and Katz
Comment:
Upon closing, Cousins and TIER stockholders will own approximately 72% and 28% of the combined company´s stock, respectively

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