Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
August 14 2024 - 5:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement Nos. 333-279209 and 333-279209-01
Pricing Term Sheet
Explanatory Note: This Rule 433 filing is being submitted solely to correct an error with respect to the CUSIP and ISIN numbers for the $500,000,000 5.875% Senior Notes due 2034 and supersedes the previously submitted Rule 433 filing.
COUSINS PROPERTIES LP, AS ISSUER
COUSINS PROPERTIES INCORPORATED, AS GUARANTOR
Pricing Term Sheet
$500,000,000 5.875% Senior Notes due October 1, 2034
| | | | | |
| Issuer: | Cousins Properties LP |
| Guarantor: | Cousins Properties Incorporated |
| Security Type: | Senior Unsecured Notes |
| Principal Amount: | $500,000,000 |
| Maturity: | October 1, 2034 |
| Coupon: | 5.875% |
| Public Offering Price: | 99.708% of the principal amount |
| Yield to maturity: | 5.912% |
| Spread to Benchmark Treasury: | T+205 bps |
| Benchmark Treasury: | 3.875% due August 15, 2034 |
| Benchmark Treasury Price and Yield: | 100-03+ / 3.862% |
| Interest Payment Dates: | April 1 and October 1, commencing April 1, 2025 |
| Redemption Provisions: | |
| Make-whole call | Prior to July 1, 2034 at a discount rate of Treasury plus 35 basis points |
| Par Call: | On or after July 1, 2034 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date |
| |
| Trade Date: | August 13, 2024 |
| | | | | |
| Settlement: | T+3; August 16, 2024. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the first business day preceding the closing date of this offering will be required, by virtue of the fact that the notes initially settle in T+3, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. |
| CUSIP: | 222793 AA9 |
| ISIN: | US222793AA90 |
| Ratings (Moody’s/S&P)*: | Baa2 (stable) / BBB (negative) |
| Minimum denomination | $2,000 and integral multiples of $1,000 in excess thereof. |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC |
| Morgan Stanley & Co. LLC |
| PNC Capital Markets LLC |
| BofA Securities, Inc. |
| TD Securities (USA) LLC |
| Truist Securities, Inc. |
| U.S. Bancorp Investments, Inc. |
| Wells Fargo Securities, LLC |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC at (collect) (212) 834-4533, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, or PNC Capital Markets LLC toll-free at 1-855-881-0697 or by email pnccmprospectus@pnc.com.
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