ORLANDO, Fla., Dec. 20, 2013 /PRNewswire/ -- Parkway
Properties, Inc. (NYSE: PKY) ("Parkway") today announced the
completion of the merger with Thomas Properties Group, Inc. (NYSE:
TPGI) ("Thomas Properties") valued at approximately $1.2 billion. The transaction was approved by
stockholders of each company at their respective stockholder
meetings on December 17, 2013.
The combined company will continue to trade under Parkway's
existing ticker symbol, "PKY", on the New York Stock Exchange.
(Logo:
http://photos.prnewswire.com/prnh/20030513/PARKLOGO)
As a result of the merger, each former share of Thomas
Properties common stock has been converted into 0.3822 of a newly
issued share of Parkway common stock and each former share of
Thomas Properties limited voting stock has been converted into
0.3822 of a newly issued share of Parkway limited voting
stock. Former Thomas Properties stockholders hold
approximately 25% of the combined company's equity, with continuing
Parkway stockholders holding approximately 75% of the combined
company's equity. Effective with the close of the market today,
Thomas Properties' shares of common stock will no longer be traded
on the New York Stock Exchange.
James R. Heistand, President and
Chief Executive Officer of Parkway, stated, "We are thrilled to
have completed this transaction as it represents a major step
forward in Parkway's long-term strategy to be the premier owner and
operator of Class A office buildings in the Sunbelt. We are
excited to add these ten high-class buildings to our portfolio, as
they will strengthen our position in the Houston market and provide entry to the
Austin market with scale. We
are confident that we will be able to capitalize on the strong
office fundamentals in these two markets and successfully implement
our local market operational strategy to unlock additional value at
the assets."
Parkway also announced that it completed the sale of Thomas
Properties' ownership interest in two office properties located in
Philadelphia, Pennsylvania known
as Commerce Square to Brandywine Realty Trust (NYSE: BDN)
("Brandywine"), based on a gross property value of $331.8 million. Additionally, Parkway
announced that it completed the sale of Thomas Properties' Four
Points Centre and a contiguous land parcel located in Austin, Texas to Brandywine for a gross sale
price of $47.3 million. Parkway
received approximately $93.5 million
in net proceeds from the sale of these
assets.
James A. Thomas, the former
Chairman, President and Chief Executive Officer of Thomas
Properties, has joined Parkway's board of directors and will serve
as Chairman of the board. "I am very pleased with the
completion of this transaction which brings together these two
entities and results in a strong company with an attractive
portfolio in desirable markets," stated Mr. Thomas. Parkway's
current executive officers will continue as the executive officers
of the combined company.
Advisors
BofA Merrill Lynch served as exclusive financial advisor to
Parkway, and Hogan Lovells US LLP acted as its legal counsel.
Morgan Stanley & Co. LLC served as exclusive financial advisor
to Thomas Properties, and Skadden, Arps, Slate, Meagher & Flom
LLP acted as its legal counsel.
About Parkway Properties
Parkway Properties, Inc. is a fully integrated,
self-administered and self-managed real estate investment trust
specializing in the acquisition, ownership and management of
quality office properties in higher growth submarkets in the
Sunbelt region of the United
States. Parkway owns or has an interest in 43 office
properties located in eight states with an aggregate of
approximately 12.6 million square feet at October 1, 2013. Parkway also offers fee-based
real estate services which manage and/or lease approximately 11.7
million square feet for third parties as of October 1, 2013. Additional information about
Parkway is available on the company's website at www.pky.com.
Forward Looking Statement
Certain statements in this release that are not in the present
or past tense or discuss Parkway's expectations (including the use
of the words anticipate, believe, forecast, intends, expects,
project, or similar expressions) are forward-looking statements
within the meaning of the federal securities laws and as such are
based upon Parkway's current belief as to the outcome and timing of
future events. Examples of forward-looking statements include
projected net operating income, cap rates, internal rates of
return, future dividend payment rates, forecasts of FFO accretion,
projected capital improvements, expected sources of financing,
expectations as to the timing of closing of acquisitions,
dispositions, or other transactions, and descriptions relating to
these expectations. There can be no assurance that future
developments affecting Parkway will be those anticipated by
Parkway. These forward-looking statements involve risks and
uncertainties (some of which are beyond the control of Parkway) and
are subject to change based upon various factors, including but not
limited to the following risks and uncertainties: changes in the
real estate industry and in performance of the financial markets;
the actual or perceived impact of U.S. monetary policy; the demand
for and market acceptance of Parkway's properties for rental
purposes; the ability of Parkway to enter into new leases or
renewal leases on favorable terms; the amount and growth of
Parkway's expenses; tenant financial difficulties and general
economic conditions, including interest rates, as well as economic
conditions in those areas where Parkway owns properties; risks
associated with joint venture partners; the risks associated with
the ownership and development of real property; the failure to
acquire or sell properties as and when anticipated; termination of
property management contracts; the bankruptcy or insolvency of
companies for which Parkway provides property management services
or the sale of these properties; the outcome of claims and
litigation involving or affecting Parkway; the ability to satisfy
conditions necessary to close pending transactions and the ability
to successfully integrate pending transactions; risks associated
with acquisitions, including the integration of Thomas Properties
Group, Inc.'s businesses; risks associated with achieving expected
synergies or cost savings; and other risks and uncertainties
detailed from time to time in Parkway's Securities and Exchange
Commission filings. Should one or more of these risks or
uncertainties occur, or should underlying assumptions prove
incorrect, Parkway's business, financial condition, liquidity, cash
flows and results could differ materially from those expressed in
the forward-looking statements. Any forward looking statements
speaks only as of the date on which it is made. New risks and
uncertainties arise over time, and it is not possible for us to
predict the occurrence of those matters or the manner in which they
may affect us. Parkway does not undertake to update
forward-looking statements except as may be required by law.
Contact:
Ted McHugh
Director of Investor Relations
(407) 650-0593
SOURCE Parkway Properties, Inc.