Press Release March 27, 2019

TIER REIT and Cousins Properties Combine to Create Preeminent Office REIT Valued at $7.8 Billion

The Real Estate Industry team advised TIER REIT, Inc. (NYSE: TIER) in its definitive merger agreement with Cousins Properties (NYSE: CUZ) to combine, in a 100 percent stock-for-stock transaction. The transaction will create a Class A office REIT with a combined portfolio of over 21 million square feet located across the Sun Belt. The combined company will have an equity market capitalization of approximately $5.9 billion and a total market capitalization of approximately $7.8 billion.

Under the terms of the agreement, Cousins will issue 2.98 shares of newly issued common stock in exchange for each share of TIER stock. Upon closing, Cousins and TIER stockholders will own approximately 72% and 28% of the combined company's stock, respectively. The transaction is subject to customary closing conditions, including receipt of the approval of both Cousins and TIER stockholders, and is expected to close during the third quarter of 2019.  Upon completion of the merger, the company will retain the Cousins name and will trade under the ticker symbol CUZ (NYSE) and be headquartered in Atlanta, GA.

TIER REIT, Inc. is a publicly traded, self-managed, Dallas-based real estate investment trust focused on owning quality, well-managed commercial office properties in dynamic markets throughout the U.S.

The Goodwin team was led by partners John Haggerty, Gil Menna, Blake Liggio and Lillian Kim and associates Chris Versfelt, Caitlin Tompkins and Jessica Park with assistance from partners Scott Webster, James Mattus, Karen Turk, John Servidio, William Pearce, Brian Mukherjee, Andrew Sucoff, Jennifer Chunias, Morgan Mordecai and Scott Chase and associates Monica Patel, Timothy Holahan, Todd Pollock, John Stern, Steven Don Garza, Thomas Carlton, Matthew Harrington and Eryn Mathews.

For additional details on the merger, please read the press release.