Item 1.01. Entry Into a Material Definitive Agreement.
On September 10, 2008, Cogdell Spencer Inc. (the "Company") and Cogdell Spencer LP, the Company's operating partnership (the "Operating Partnership"), entered into an underwriting agreement with Banc of America Securities LLC, KeyBanc Capital Markets Inc. and Citigroup Global Markets Inc. as representatives of the underwriters named in the underwriting agreement. Pursuant to the terms of the underwriting agreement, the Company agreed to sell, and the underwriters agreed to purchase, subject to the terms and conditions set forth in the underwriting agreement, 2,160,000 shares of the Company's common stock at a purchase price of $17.575 per share (the "Offering"). In addition, the Company granted to the underwriters a 30-day option to purchase an additional 324,000 shares of the Company's common stock if the underwriters sell more than 2,160,000 shares in the Offering. The Company expects to receive net proceeds from the Offering of approximately $37,462,000 after deducting underwriting discounts and commissions, and estimated transaction expenses payable by the Company of $500,000 (or approximately $43,156,300 if the underwriters exercise their option to purchase additional shares of common stock in full). The underwriting agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The preceding description is qualified in its entirety by reference to the underwriting agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement dated September 10, 2008.

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