Cousins Properties, TIER REIT Merge in $7.8B Deal

ATLANTA and DALLAS—Cousins Properties and TIER REIT have entered into a definitive merger agreement to combine in a stock-for-stock transaction. The combined company will have an equity market capitalization of approximately $5.9 billion and a total market capitalization of approximately $7.8 billion.

It will also have created a portfolio of over 21 million square feet of offices located across the Sun Belt. “The company will own an unmatched portfolio of trophy office properties in the premier submarkets of Atlanta, Austin, Charlotte, Dallas, Phoenix and Tampa,” said Colin Connolly, president and CEO of Cousins. TIER CEO Scott Fordham pointed out that TIER is also bringing to the table a pipeline of over 5 million square feet of development and redevelopment opportunities.

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. When the deal closes, 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 approval by both Cousins and TIER stockholders. The transaction is expected to close during the third quarter of 2019.

The Directors of Cousins and TIER have unanimously approved the merger. Once the deal closes, Cousins’ Board of Directors will be increased to eleven members, with two additions from TIER’s Board of Directors, one of which will be Fordham. Larry Gellerstedt, Cousins’ executive chairman of the Board of Directors, will be executive chairman of the Board of Directors of the combined company. Connolly, along with Cousins’ existing senior management team, will continue to lead the combined company.

The company will retain the Cousins name and will trade under the ticker symbol CUZ on the New York Stock Exchange. The combined company’s headquarters will be located in Atlanta, GA.