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PKY > SEC Filings for PKY > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for PARKWAY PROPERTIES INC



Other Events, Financial Statements and Exhibits

Item 8.01. Other Events

On May 28, 2014, Parkway Properties, Inc. (the "Company") and Parkway Properties LP, the Company's operating partnership ("Parkway LP"), entered into an ATM Equity OfferingSM Sales Agreement (the "Sales Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Raymond James & Associates, Inc. (each an "Agent" and together, the "Agents") pursuant to which the Company may sell shares of the Company's common stock, par value $.001 per share, having an aggregate gross sales proceeds of up to $150,000,000 (the "Shares"), from time to time, through an "at the market" equity offering program under which each of the Agents will act as sales agent and/or principal. The Company intends to contribute the net proceeds from these sales, if any, to Parkway LP. Parkway LP intends to use the net proceeds from this offering for general corporate purposes, which may include repaying temporarily amounts outstanding from time to time under the Company's unsecured revolving credit facility, working capital and capital expenditures, and to fund potential acquisitions or development of office properties.

Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell, on the Company's behalf, the shares of common stock offered by the Company under the Sales Agreement. The sales, if any, of the Shares made under the Sales Agreement will 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. Under the terms of the Sales Agreement, the Company also may sell Shares to each of the Agents, as principal for its own account, at a price per share to be agreed upon at the time of sale. If the Company sells Shares to any Agent, as principal, the Company will enter into a separate agreement with such Agent, as applicable, setting forth the terms of such transaction, and the Company will describe the agreement in a pricing supplement.

The Sales Agreement provides that each Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of the Shares sold through it as sales agent under the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend offers and sales under the Sales Agreement.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Sales Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

A copy of the Sales Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) The following exhibits are filed as part of this report:

Number                                    Description

 1.1         ATM Equity OfferingSM Sales Agreement, dated May 28, 2014, between
             Parkway Properties, Inc., Parkway Properties LP, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, J.P.
             Morgan Securities LLC, RBC Capital Markets, LLC and Raymond James &
             Associates, Inc.

 5.1         Opinion of Hogan Lovells US LLP regarding the legality of the Shares.

23.1         Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

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