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SEC Company Response from COUSINS PROPERTIES INC (CUZ) (CIK 0000025232) (CUZ) — Jul 22, 2016

COUSINS PROPERTIES INC (CUZ) (CIK 0000025232)
Date: July 22, 2016 · CIK: 0000025232 · Accession: 0001193125-16-655229

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File numbers found in text: 333-211849

Date
July 22, 2016
Author
By
Form
CORRESP
Company
COUSINS PROPERTIES INC (CUZ) (CIK 0000025232)

Letter

Division of Corporation Finance United States Securities and Exchange Commission Attention: Tom Kluck Cousins Properties Incorporated Registration Statement on Form S-4 File No. 333-211849

Re:

Dear Mr. Kluck:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cousins Properties Incorporated (“Cousins”) hereby respectfully requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 5:15 p.m., Eastern time, on July 22, 2016, or as soon as possible thereafter.

In connection with this request, Cousins acknowledges the following:

•

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the registration statement;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve Cousins from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and

•

Cousins may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please direct any questions regarding this request to David E. Shapiro ((212) 403-1314; DEShapiro@wlrk.com) or Marshall P. Shaffer ((212) 403-1368; MPShaffer@wlrk.com) of Wachtell, Lipton, Rosen & Katz. In addition, please notify Mr. Shapiro or Mr. Shaffer when this request for acceleration has been granted.

Sincerely,
Cousins Properties Incorporated

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 [Cousins Properties Letterhead]

 July 22, 2016

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Tom Kluck

Re:

Cousins Properties Incorporated

 Registration Statement on Form S-4

 File No. 333-211849

 Dear Mr. Kluck:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cousins Properties Incorporated
(“Cousins”) hereby respectfully requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 5:15 p.m., Eastern time, on July 22, 2016, or as soon as possible
thereafter.

 In connection with this request, Cousins acknowledges the following:

•

Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the
Commission from taking any action with respect to the registration statement;

•

The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve Cousins from its full responsibility for the adequacy and accuracy
of the disclosure in the registration statement; and

•

Cousins may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please direct any questions regarding this request to David E. Shapiro ((212) 403-1314; DEShapiro@wlrk.com) or Marshall P.
Shaffer ((212) 403-1368; MPShaffer@wlrk.com) of Wachtell, Lipton, Rosen & Katz. In addition, please notify Mr. Shapiro or Mr. Shaffer when this request for acceleration has been granted.

 Sincerely,

 Cousins Properties Incorporated

 By:

 /s/ Pamela F. Roper

Pamela F. Roper

 Senior Vice President, General Counsel

 and
Secretary

 cc:

 Parkway Properties, Inc.

 390 North Orange Avenue, Suite 2400

 Orlando, Florida 32801

Attention:

General Counsel

Facsimile:

(407) 209-0061

Email:

jdorsett@pky.com

 Wachtell, Lipton, Rosen & Katz

 51 West 52nd Street

 New York, New York 10019

Attention:

Edward D. Herlihy

 David E. Shapiro

 Marshall P. Shaffer

Facsimile:

(212) 403-2000

Email:

edherlihy@wlrk.com

 deshapiro@wlrk.com

 mpshaffer@wlrk.com

 Hogan Lovells US LLP

 555 Thirteenth Street, NW

 Washington, D.C. 20004

Attention:

David Bonser

Bruce Gilchrist

Facsimile:

(202) 637-5910

Email:

David.Bonser@hoganlovells.com

 Bruce.Gilchrist@hoganlovells.com