TIER REIT, Inc. $7.8 Billion Merger with Cousins Properties

Goodwin advised TIER REIT, Inc. on the deal

Cousins Properties (NYSE: CUZ) and TIER REIT, Inc. (NYSE: TIER) have entered into a definitive merger agreement to combine in a 100 percent stock-for-stock transaction. The transaction will create a Class A office REIT with a combined portfolio of over 21 million square feet located across the Sun Belt. The combined company will have an equity market capitalization of approximately $5.9 billion and a total market capitalization of approximately $7.8 billion.

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. The all-stock merger is intended to qualify as a tax-free “reorganization” for U.S. federal income tax purposes. Upon closing, 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 receipt of the approval of both Cousins and TIER stockholders. The transaction is expected to close during the third quarter of 2019.

TIER REIT, Inc. is a publicly traded, self-managed, Dallas-based real estate investment trust focused on owning quality, well-managed commercial office properties in dynamic markets throughout the U.S.

The Goodwin team was led by partners John Haggerty (Picture), Gil Menna, Blake Liggio and Lillian Kim and associates Chris Versfelt, Caitlin Tompkins and Jessica Park with assistance from partners Scott Webster, James Mattus, Karen Turk, John Servidio, William Pearce, Brian Mukherjee, Andrew Sucoff, Jennifer Chunias, Morgan Mordecai and Scott Chase and associates Monica Patel, Timothy Holahan, Todd Pollock, John Stern, Steven Don Garza, Thomas Carlton, Matthew Harrington and Eryn Mathews.

Involved fees earner: William Burnet Pearce – Goodwin Procter; Thomas Carlton – Goodwin Procter; Scott C. Chase – Goodwin Procter; Jennifer Chunias – Goodwin Procter; Steven Garza – Goodwin Procter; John Haggerty – Goodwin Procter; Matthew Harrington – Goodwin Procter; Timothy Holahan – Goodwin Procter; Lillian Kim – Goodwin Procter; Blake Liggio – Goodwin Procter; Eryn Mathews – Goodwin Procter; James Mattus – Goodwin Procter; Gilbert Menna – Goodwin Procter; Morgan Mordecai – Goodwin Procter; Brian Mukherjee – Goodwin Procter; Jessica Park – Goodwin Procter; Monica Patel – Goodwin Procter; Todd Pollock – Goodwin Procter; John Servidio – Goodwin Procter; John Stern – Goodwin Procter; Andrew Sucoff – Goodwin Procter; Caitlin Tompkins – Goodwin Procter; Karen Turk – Goodwin Procter; Christopher Versfelt – Goodwin Procter; Scott Webster – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: TIER REIT, Inc.;