Current Report Filing (8-k)
June 30 2017 - 8:38AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2017
PARKWAY, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Maryland
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001-37819
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61-1796261
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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San Felipe Plaza
5847 San Felipe Street, Suite 2200,
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Houston, Texas
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77057
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(Address of Principal Executive Offices)
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(Zip code)
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(346) 200-3100
(Registrants telephone number, including area code)
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 7.01.
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Regulation FD Disclosure
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On June 30, 2017, Parkway, Inc. (the Company)
issued a press release regarding its entry into a definitive agreement and plan of merger with affiliates of Canada Pension Plan Investment Board (CPPIB) under which affiliates of CPPIB will acquire 100% of the Company for US$1.2
billion, or an aggregate of US$23.05 per share (consisting of US$19.05 per share plus a US$4.00 special dividend to be paid immediately before closing). A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any
filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in the press release, including those that express a belief, expectation or intention, as well as those that are
not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon the Companys current beliefs as to the outcome and timing of future events. There can be no
assurance that actual future developments affecting the Company will be those anticipated by the Company. The Company cautions investors that any forward-looking statements presented in this press release are based on managements beliefs and
assumptions made by, and information currently available to, management. When used, the words anticipate, assume, believe, estimate, expect, forecast, guidance,
intend, may, might, plan, potential, should, will, result or similar expressions that do not relate solely to historical matters are intended to identify
forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties (some of which are beyond the Companys control) and are
subject to change based upon various factors, including but not limited to the following risks and uncertainties: the ability of the Company to obtain required stockholder approval required to consummate the proposed merger; the satisfaction or
waiver of other conditions in the merger agreement; the outcome of any legal proceedings that may be instituted against the Company and others related to the merger agreement; the risk that the merger, or the other transactions contemplated by the
merger agreement may not be completed in the time frame expected by the parties or at all; the ability of the Company to implement its operating strategy; changes in economic cycles; and competition within the office properties real estate industry;
and other risks and uncertainties detailed from time to time in the Companys Securities and Exchange Commission filings.
Should one
or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Companys business, financial condition, liquidity, cash flows and results could differ materially from those expressed in any forward-looking
statement. While forward-looking statements reflect the Companys good faith beliefs, they are not guarantees of future performance. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise
over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement
to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release of Parkway, Inc. dated June 30, 2017.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Date: June 30, 2017
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PARKWAY, INC.
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BY:
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/s/ A. Noni Holmes-Kidd
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A. Noni Holmes-Kidd
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Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of Parkway, Inc. dated June 30, 2017.
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