Summary of PARKWAY PROPERTIES INC

Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2012, we completed an underwritten public offering of 14,651,700 shares of our common stock, $0.001 par value per share (the "Common Stock"), for net proceeds of approximately $184.8 million, after deducting the underwriting discount and estimated expenses payable by us. TPG VI Pantera Holdings, L.P. purchased an aggregate of 5,822,000 shares of Common Stock in the offering at the public offering price (without payment by us of any underwriting discount) and owns, as of the date of this report and after giving effect to the offering, approximately 42% of our issued and outstanding Common Stock. In connection with the issuance and sale of shares of the Common Stock, we entered into an underwriting agreement, dated December 4, 2012, among us, our operating partnership, Parkway Properties, LP (the "Operating Partnership"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (the "Underwriting Agreement"). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement, we have agreed not to sell or transfer any shares of Common Stock or any equity securities similar to or ranking on par with or senior to the Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock or similar, parity or senior equity securities for 60 days after December 4, 2012 without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo Securities, LLC. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The offering was made pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission ("SEC") on December 5, 2011 (Registration No. 333-178001), a base prospectus, dated December 5, 2011, included as part of the registration statement, and a prospectus supplement, dated December 4, 2012, filed with the SEC pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, DLA Piper LLP (US), regarding certain Maryland law issues concerning the shares of Common Stock issued and sold in the offering.

On December 10, 2012, we contributed the net proceeds of the offering to our Operating Partnership in exchange for 14,651,700 common units of partnership interests in the Operating Partnership. The Operating Partnership will use the net proceeds to fund potential acquisition opportunities, repay amounts outstanding from time to time under our senior unsecured revolving credit facility and/or for general corporate purposes.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number                                    Description

 1.1         Underwriting Agreement, dated December 4, 2012, among Parkway
             Properties, Inc., Parkway Properties, LP, and Merrill Lynch, Pierce,
             Fenner & Smith Incorporated, Barclays Capital Inc. and Wells Fargo
             Securities, LLC, as the representatives of the several underwriters
             named therein.

 5.1         Opinion of DLA Piper LLP (US).

23.1         Consent of DLA Piper LLP (US) (included in Exhibit 5.1).