卡津斯不动产美股招股说明书(2024-12-13版)

Interest on the notes will be payable semi-annually in arrears on February 15 and August 15 of each year,beginning August 15, 2025. The notes will mature on February 15, 2032, unless earlier redeemed asdescribed in this prospectus supplement. We intend to use the net proceeds from this offering to fund a portion of the purchase price of the SailTower Acquisition (as defined in “Summary”) and the remainder to repay borrowings under our creditfacility and for general corporate purposes. In the event the Sail Tower Acquisition is not completed, wewill use the net proceeds from this offering for general corporate purposes, including the acquisition anddevelopment of office properties, other opportunistic investments and the repayment of outstanding debt.See “Use of Proceeds.” The notes will be senior and unsubordinated obligations of the Operating Partnership and will rankequally in right of payment with all of its other existing and future senior and unsubordinated indebtednessand will be effectively subordinated in right of payment to all of its existing and future mortgageindebtedness and other secured indebtedness (to the extent of the value of the collateral securing suchindebtedness), to all existing and future indebtedness and other liabilities, whether secured or unsecured,of the Operating Partnership’s subsidiaries that do not guarantee the notes and of any entity it accountsfor using the equity method of accounting, and to all preferred equity not owned by the OperatingPartnership, if any, in any of its subsidiaries that do not guarantee the notes and in any entity it accountsfor using the equity method of accounting. The REIT will fully and unconditionally guarantee the payment of principal and interest on the notes. Inaddition, following the original issue date of the notes, the notes will be fully and unconditionallyguaranteed by each subsidiary of the REIT (other than the Operating Partnership) if, and for so long as,such subsidiary, directly or indirectly, guarantees or otherwise becomes obligated in respect of TriggeringIndebtedness (as defined herein). The REIT generally does not have any significant operations ormaterial assets other than its direct and indirect investments in the Operating Partnership. The Operating Partnership has the option to redeem the notes prior to maturity, in whole at any time or inpart from time to time, at the redemption prices described under the caption “Description of Notes—Optional Redemption.” The notes and the guarantee will not be listed on any securities exchange. Currently, there is no publicmarket for the notes. You should consider the risks that we have described in “RiskFactors” beginning on page S-6 of thisprospectus supplement, as well as those described in the REIT’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2024 and September 30,2024, as updated by its subsequent filings under the Securities Exchange Act of 1934, as amended (the“Exchange Act”), before making a decision to invest in the notes. Public offering price(1)Underwriting discount Proceeds, before expenses, to Cousins Properties LP (1)Plus accrued interest from December 17, 2024 if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state securitiescommission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation tothe contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of TheDepository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking,société anonyme(“Clearstream”), and Euroclear Bank S.A./N.V. (“Euroclear”), as operator of theEuroclear System, against payment in New York, New York on or before December 17, 2024. Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-viSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-6USE OF PROCEEDSS-14CAPITALIZATIONS-15DESCRIPTION OF OTHER INDEBTEDNESSS-17DESCRIPTION OF NOTESS-20BOOK-ENTRY SETTLEMENT AND CLEARANCES-38CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-40 UNDERWRITING AND CONFLICTS OF INTERESTS-45LEGAL MATTERSS-49EXPERTSS-50 Base Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2COUSINS PROPERTIES INCORPORATED AND COUSINS PROPERTIES LP3GUARANTOR DISCLOSURES4FORWARD-LOOKING STATEMENTS5RISK FACTORS8USE OF PROCEEDS9DESCRIPTION OF COMMON STOCK10DESCRIPTION OF WARRANTS15DESCRIPTION OF DEBT SECURITIES16DESCRIPTION OF PREFERRED STOCK23DESCRIPTION OF DEPOSITARY SHARES25CERTAIN FEDERAL INCOME TAX CONSIDERATIONS29PLAN OF DISTRIBUTION45EXPERTS47LEGAL MATTERS48S-i ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes thespecific terms of t