Organization | Organization Parkway, Inc. (the “Company”) is an independent, publicly traded, self-managed real estate investment trust (“REIT”) that owns and operates high-quality office properties located in submarkets in Houston, Texas. At June 30, 2017, the Company owned or had an interest, including an interest held in an unconsolidated joint venture, in a portfolio consisting of five assets comprising 19 buildings and totaling approximately 8.7 million rentable square feet (unaudited) in the Galleria, Greenway and Westchase submarkets of Houston, providing geographic focus and significant operational scale and efficiencies. In addition, the Company operates a fee-based real estate service (the “Third-Party Services Business” and together with the Houston real properties, the “Houston Business”) through a wholly owned subsidiary, Eola Office Partners, LLC and its wholly owned subsidiaries (collectively, “Eola”), which managed in total approximately 8.7 million square feet, including 5.0 million square feet related to interests held in an unconsolidated joint venture and the remainder related to properties held by third-party property owners. Unless otherwise indicated, all references to square feet represent net rentable square feet. The Company’s Pending Merger with the Canada Pension Plan Investment Board On June 29, 2017, the Company, Parkway LP and certain subsidiaries of the Canada Pension Plan Investment Board (“CPPIB”) entered into an agreement and plan of merger (the “Merger Agreement”) pursuant to which CPPIB will acquire 100% of the Company for $1.2 billion , or $23.05 per share. The $23.05 per share cash consideration consists of $19.05 per share plus a $4.00 per share special dividend to be paid prior to closing. The transaction is not subject to a financing condition and is expected to close in the fourth quarter of 2017, subject to customary closing conditions, including approval by the Company's stockholders. The Company’s Spin-Off from Cousins On October 7, 2016, Cousins Properties Incorporated (“Cousins”) completed the spin-off of the Company by distributing all of the Company’s outstanding shares of common and limited voting stock to the holders of Cousins common and limited voting preferred stock as of the record date, October 6, 2016 (the “Spin-Off”). The Spin-Off was effected pursuant to that certain Agreement and Plan of Merger (the “Legacy Parkway Merger Agreement”), dated as of April 28, 2016, by and among Parkway Properties, Inc. (“Legacy Parkway”), Parkway Properties LP (“Parkway LP”), Cousins and Clinic Sub Inc., a wholly owned subsidiary of Cousins, and pursuant to that certain Separation, Distribution and Transition Services Agreement (the “Separation and Distribution Agreement”), dated as of October 5, 2016, among the Company, Cousins and certain other parties thereto. Prior to the Spin-Off, the Company was incorporated on June 3, 2016 as a wholly owned subsidiary of Legacy Parkway. On October 6, 2016, pursuant to the Legacy Parkway Merger Agreement, Legacy Parkway merged with and into Clinic Sub Inc., with Clinic Sub Inc. continuing as the surviving corporation and a wholly owned subsidiary of Cousins (the “Legacy Parkway Merger”). In connection with the Legacy Parkway Merger, the Company became a subsidiary of Cousins. Immediately following the effective time of the Legacy Parkway Merger, in accordance with the Legacy Parkway Merger Agreement, Cousins separated the portion of its combined businesses relating to the ownership of real properties in Houston, Texas, as well as Legacy Parkway’s Third-Party Services Business, from the remainder of the combined businesses (the “Separation”). In connection with the Separation, the Company and Cousins reorganized the businesses through a series of transactions (the “UPREIT Reorganization”), pursuant to which the Houston Business was transferred to the Company, and the remainder of the combined business was transferred to Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), the operating partnership of Cousins. Following the Separation and UPREIT Reorganization, Cousins effected the Spin-Off on October 7, 2016. Greenway Properties Joint Venture On February 17, 2017, the Company, through Parkway Operating Partnership LP (the “Operating Partnership”) and certain other subsidiaries, entered into an Omnibus Contribution and Partial Interest Assignment Agreement (the “Contribution Agreement”) with an affiliate of CPPIB and an entity controlled by TH Real Estate Global Asset Management and Silverpeak Real Estate Partners (“TIAA/SP”). Pursuant to the Contribution Agreement, on April 20, 2017, the Company completed the sale of an aggregate 49% interest in Greenway Plaza and Phoenix Tower (collectively, the “Greenway Properties”). As a result, the Operating Partnership, through a joint venture with CPPIB and TIAA/SP (the “Greenway Properties joint venture”), owns a 51% indirect interest in the Greenway Properties (with 1% held by a subsidiary acting as the general partner of the Greenway Properties joint venture and 50% held by a subsidiary acting as a limited partner of the Greenway Properties joint venture), and each of CPPIB and TIAA/SP owns a 24.5% indirect interest. While the Company has significant influence over the operations of the Greenway Properties joint venture, CPPIB and TIAA/SP hold substantive participating rights. As a result, the Company deconsolidated the Greenway Properties, and the retained interest is accounted for under the equity method. During the six months ended June 30, 2017, the Company recorded a $15.0 million impairment loss on real estate in connection with the excess of its carrying value over its estimated fair value, less costs to sell, of the properties related to the Greenway Properties joint venture. On April 17, 2017, certain subsidiaries of the Greenway Properties joint venture (collectively, the “Borrowers”) entered into a loan agreement (the “Loan Agreement”) with Goldman Sachs Mortgage Company (“Lender”).The Loan Agreement, which was executed while the Borrowers were still wholly-owned subsidiaries of the Company, provides for a loan in the original principal amount of $465 million (the “Loan”), and was fully funded to the Operating Partnership at the initial closing of the Greenway Properties joint venture on April 17, 2017. The Operating Partnership used the proceeds of the Loan to (i) repay all amounts outstanding under the Company’s Credit Agreement, dated as of October 6, 2016, by and among the Operating Partnership, as borrower, the Company, Bank of America, N.A., as Administrative Agent, and the lenders party thereto (the “Credit Agreement”), providing for a three -year, $100 million senior secured revolving credit facility (the “Revolving Credit Facility”), and a three -year, $350 million senior secured term loan facility (the “Term Loan” and, together with the Revolving Credit Facility, the “Credit Facility”), and (ii) to fund a credit to the Greenway Properties joint venture with respect to certain outstanding contractual lease obligations and in-process capital expenditures. The Loan has a term of five years, maturing on May 6, 2022, and bears interest at a rate of 3.8% per annum. The Loan is secured by, among other things, a first priority mortgage lien against the Borrowers’ fee simple interest in the Greenway Properties (other than the Phoenix Tower asset). Immediately following the execution of the Loan Agreement and funding of proceeds to the Operating Partnership, CPPIB and TIAA/SP each acquired a 24.5% interest in the Borrowers, and the assets and liabilities, including the Loan, were deconsolidated by the Company. The Greenway Properties joint venture also assumed the existing mortgage debt secured by Phoenix Tower, which had an outstanding balance of approximately $75.9 million at April 17, 2017 and matures on March 1, 2023. The Company recorded a non-cash loss on extinguishment of debt of approximately $7.6 million during the three and six months ended June 30, 2017 related to the termination of the Credit Facility. |
Organization | Organization On April 28, 2016, Cousins Properties Incorporated, a Georgia corporation (“Cousins”), and Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”), entered into that certain Agreement and Plan of Merger, dated as of April 28, 2016 (the “Legacy Parkway Merger Agreement”), by and among Legacy Parkway, Parkway Properties LP, Cousins and Clinic Sub Inc., a wholly owned subsidiary of Cousins. On October 6, 2016, pursuant to the Legacy Parkway Merger Agreement, Legacy Parkway merged with and into Clinic Sub Inc., with Clinic Sub Inc. continuing as the surviving corporation and a wholly owned subsidiary of Cousins (the “Legacy Parkway Merger”). Immediately following the effective time of the Legacy Parkway Merger, in accordance with the Legacy Parkway Merger Agreement, Cousins separated the portion of its combined businesses relating to the ownership of real properties in Houston, Texas, as well as Legacy Parkway’s fee-based real estate services (the “Third-Party Services Business” and together with the Houston real properties, the “Houston Business”), from the remainder of the combined businesses (the “Separation”). In connection with the Separation, Cousins and Legacy Parkway reorganized the combined businesses through a series of transactions (the “UPREIT Reorganization”) pursuant to which the Houston Business was transferred to Parkway, Inc. (the “Company”). On October 7, 2016, Cousins completed the spin-off of the Company, by distributing all of the outstanding shares of common and limited voting stock of the Company to the holders of Cousins common and limited voting preferred stock as of the record date, October 6, 2016 (the “Spin-Off”). The combined financial statements included herein represent the combined accounts and combined operations of the Houston Business previously owned and operated by Legacy Parkway (“Parkway Houston”). As of June 30, 2016, the Company had not conducted any business as a separate company and had no material assets or liabilities. The operations of Parkway Houston, which were transferred to the Company immediately following the effective time of the Legacy Parkway Merger, are presented as if the transferred business was Parkway Houston’s business for all historical periods described and at the carrying value of such assets and liabilities reflected in Legacy Parkway’s books and records. |
Organization | Organization And Basis Of Presentation Merger and Spin-Off On October 6, 2016, Cousins Properties Incorporated (“Cousins”) and Parkway Properties, Inc. (“Legacy Parkway”) completed a stock-for-stock merger (the “Legacy Parkway Merger”) pursuant to that certain Agreement and Plan of Merger, dated April 28, 2016 (the “Legacy Parkway Merger Agreement”), by and among Cousins, Clinic Sub Inc., Legacy Parkway and Parkway Properties LP, followed on October 7, 2016 by a spin-off (the “Spin-Off”) of the combined Houston-based assets of both companies (the “Houston Business”) into a new publicly traded real estate investment trust, Parkway, Inc. (the “Company”). Basis of Presentation The combined financial statements included herein represent the combined accounts and combined operations of the portion of the Houston Business owned and operated by Cousins (“Cousins Houston”). Cousins Houston includes the combined accounts related to the office properties of Greenway Plaza and Post Oak Central, operated prior to the Legacy Parkway Merger and the Spin-Off through subsidiaries of Cousins for the six months ended June 30, 2016, and certain corporate costs. The assets and liabilities in these combined financial statements represent historical carrying amounts of the following properties: Acquisition Date Number of Office Buildings Total Square Feet Post Oak Central February 7, 2013 3 1,280,000 Greenway Plaza September 9, 2013 10 4,348,000 13 5,628,000 Cousins Houston is a predecessor, as defined in applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), to the Company which commenced operations upon completion of the Spin-Off. The combined financial statements are unaudited and were prepared by Cousins Houston in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. In the opinion of management, these financial statements reflect all adjustments necessary (which adjustments are of a normal and recurring nature) for the fair presentation of Cousins Houston’s results of operations for the six months ended June 30, 2016. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results expected for the full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These combined financial statements should be read in conjunction with the consolidated financial statements and the notes thereto as of December 31, 2015 and 2014 and for the years ended December 31, 2015 and 2014 and for the period from February 7, 2013 (date of inception) to December 31, 2013 included in the Company's Information Statement dated September 27, 2016. The accounting policies employed are substantially the same as those shown in Note 2 to those financial statements. For the periods presented, there were no items of other comprehensive income. Therefore, no presentation of comprehensive income is required. Allocated Costs The historical financial results for Cousins Houston include certain allocated corporate costs which Cousins Houston believes are reasonable. These costs were incurred by Cousins and estimated to be applicable to Cousins Houston based on proportionate leasable square footage. Such costs do not necessarily reflect what the actual costs would have been if Cousins Houston were operating as an independent, stand-alone public company. Additionally, the historical results for Cousins Houston include transaction costs that were incurred by Cousins related to the Spin-Off. These costs are discussed further in Note 3—Related Party Transactions. Recently Issued Accounting Standards Cousins Houston's operations ceased on October 6, 2016, and none of the recent accounting pronouncements impacted Cousins Houston's financial statement and notes. Therefore, this section is not applicable. |