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HIW > SEC Filings for HIW > Form 8-K on 11-Feb-2014All Recent SEC Filings




Other Events, Financial Statements and Exhibits

Item 8.01. Other Events.

On February 11, 2014, Highwoods Properties, Inc. (the "Company") and Highwoods Realty Limited Partnership entered into separate sales agreements with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Robert W. Baird & Co. Incorporated, BB&T Capital Markets, a division of BB&T Securities, LLC, Capital One Securities, Inc., Comerica Securities, Inc., Jefferies LLC, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC, Piper Jaffray & Co., RBC Capital Markets, LLC and Wells Fargo Securities, LLC. Under the terms of the sales agreements, the Company may offer and sell up to $250,000,000 in aggregate gross sales price of shares of common stock from time to time through such firms, acting as agents of the Company or as principals. Sales of the shares, if any, may be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices or as otherwise agreed with any of such firms.

Subject to the terms and conditions of each sales agreement, each firm will use its commercially reasonable efforts to sell on the Company's behalf any shares to be offered by the Company under that sales agreement. Under the terms of each sales agreement, the Company also may sell shares to any of the firms as principal, at a price per share to be agreed upon at the time of sale. If the Company sells shares to any such firm acting as principal, it will enter into a separate terms agreement with that agent, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. If the Company engages the firm for a sale of shares that would constitute a "distribution" within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended, the Company and the firm will agree to compensation that is customary for the firm with respect to such transactions.

The shares of common stock will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-193864), as amended, including the related prospectus dated February 10, 2014, and a prospectus supplement dated February 11, 2014, as the same may be amended or supplemented.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. Description

1 Form of Sales Agreement, dated February 11, 2014, among Highwoods Properties, Inc., Highwoods Realty Limited Partnership and each of the firms named therein

5 Opinion of Hunton & Williams LLP regarding the legality of the shares

8 Opinion of Hunton & Williams LLP as to certain tax matters (incorporated herein by reference to Exhibit 8 to the Registration Statement on Form S-3 (File No. 333-193864) filed with the Securities and Exchange Commission on February 10, 2014)

23 Consent of Hunton & Williams LLP (included in Exhibits 5 and 8)

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