UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15 (d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2012
Parkway Properties, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Maryland | | 1-11533 | | 74-2123597 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (I.R.S. Employer Identification Number) |
| |
Bank of America Center, Suite 2400 390 North Orange Avenue Orlando, Florida | | 32801 |
| (Address of principal executive offices) | | (Zip Code) |
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| (407) 650-0593 | | N/A |
| (Registrant’s telephone number, including area code) | | (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
This Current Report on Form 8-K is filed by Parkway Properties, Inc., a Maryland corporation (referred to herein as the “Company,” “we,” “our” and “us”), in connection with the matters described herein.
Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2012, we completed an underwritten public offering of 14,651,700 shares of our common stock, $0.001 par value per share (the “Common Stock”), for net proceeds of approximately $184.8 million, after deducting the underwriting discount and estimated expenses payable by us. TPG VI Pantera Holdings, L.P. purchased an aggregate of 5,822,000 shares of Common Stock in the offering at the public offering price (without payment by us of any underwriting discount) and owns, as of the date of this report and after giving effect to the offering, approximately 42% of our issued and outstanding Common Stock.In connection with the issuance and sale of shares of the Common Stock, we entered into an underwriting agreement, dated December 4, 2012, among us, our operating partnership, Parkway Properties, LP (the “Operating Partnership”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (the “Underwriting Agreement”). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, we have agreed not to sell or transfer any shares of Common Stock or any equity securities similar to or ranking on par with or senior to the Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock or similar, parity or senior equity securities for 60 days after December 4, 2012 without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The offering was made pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission (“SEC”) on December 5, 2011 (Registration No. 333-178001), a base prospectus, dated December 5, 2011, included as part of the registration statement, and a prospectus supplement, dated December 4, 2012, filed with the SEC pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, DLA Piper LLP (US), regarding certain Maryland law issues concerning the shares of Common Stock issued and sold in the offering.
On December 10, 2012, we contributed the net proceeds of the offering to our Operating Partnership in exchange for 14,651,700 common units of partnership interests in the Operating Partnership. The Operating Partnership will use the net proceeds to fund potential acquisition opportunities, repay amounts outstanding from time to time under our senior unsecured revolving credit facility and/or for general corporate purposes.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number | | Description |
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| 1.1 | | Underwriting Agreement, dated December 4, 2012, among Parkway Properties, Inc., Parkway Properties, LP, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein. |
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| 5.1 | | Opinion of DLA Piper LLP (US). |
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| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 10, 2012
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| PARKWAY PROPERTIES, INC. |
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| By: | | /s/ Mandy M. Pope |
| | Mandy M. Pope |
| | Executive Vice President and |
| | Chief Accounting Officer |
EXHIBIT INDEX
(d) Exhibits.
| | |
Exhibit No. | | Description |
| |
| 1.1 | | Underwriting Agreement, dated December 4, 2012, among Parkway Properties, Inc., Parkway Properties, LP, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein. |
| |
| 5.1 | | Opinion of DLA Piper LLP (US). |
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| 23.1 | | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
