Item 1.01. Entry into a Material Definitive Agreement.
On May 27, 2009, Cogdell Spencer Inc. (the "Company") and Cogdell Spencer LP, the Company's operating partnership (the "Operating Partnership"), entered into an underwriting agreement with Citigroup Global Markets Inc. and KeyBanc Capital Markets Inc. as representatives of the several 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, an aggregate of 23,000,000 shares of the Company's common stock (including 3,000,000 shares issued pursuant to the underwriters' exercise of their overallotment option in full). The net proceeds to the Company from the public offering were approximately $76.8 million after deducting the underwriting discounts and commissions and estimated transaction expenses. 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 May 27, 2009

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