PKY Parkway, Inc. (delisted)

Proposal 2—Proposal to Approve Adjournments of the Special Meeting

We are asking our common stockholders to vote on a proposal to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

If the number of shares of common stock and limited voting stock voting in favor of Proposal 1 to approve the Company Merger and the other transactions contemplated by the Merger Agreement is insufficient to approve Proposal 1 at the time of the Special Meeting, then Parkway may move to adjourn the Special Meeting in order to enable the Board of Directors to solicit additional proxies in favor of such proposal. In that event, stockholders will be asked to vote only upon the Adjournment Proposal, and not on any other proposal, including Proposal 1. If Parkway stockholders approve the Adjournment Proposal, Parkway may adjourn the Special Meeting one or more times and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of the Adjournment Proposal could mean that, even if Parkway has received proxies representing a sufficient number of votes against the approval of Proposal 1 such that the proposal would be defeated, Parkway may adjourn the Special Meeting without a vote on Proposal 1 and seek to obtain sufficient votes in favor of approval of Proposal 1 to obtain approval of that proposal. Pursuant to Maryland law and our Bylaws, the chairman of the Special Meeting may also adjourn the Special Meeting to a date no more than 120 days after the original record date, and may do so without a vote of the stockholders.

Vote Required and Recommendation

Approval of this proposal requires the affirmative vote of a majority of the votes cast by holders of our common stock (but not our limited voting stock), on the proposal. Abstentions and “broker non-votes” are not considered votes cast and therefore will have no effect on the outcome of this proposal. Approval of this proposal is a not a condition to the completion of the Mergers.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

“ FOR ” THE ADJOURNMENT PROPOSAL.

23

Table of Contents

THE PARTIES TO THE MERGERS

Parkway Parties

Parkway, Inc. is a Maryland corporation incorporated in June 2016 as an independent, publicly traded, self-managed REIT that owns and operates high-quality office properties located in attractive submarkets in Houston, Texas. Our portfolio consists of five Class A assets comprising 19 buildings and totaling approximately 8.7 million rentable square feet in the Greenway, Galleria and Westchase submarkets of Houston, providing geographic focus and significant operational scale and efficiencies. In addition, we operate a fee-based real estate service (the “Third-Party Services Business”) through a wholly owned subsidiary, Eola Office Partners, LLC and its wholly owned subsidiaries (collectively, “Eola”), which in total managed approximately 3.8 million square feet (unaudited) for primarily third-party owners as of June 30, 2017. Parkway’s common stock is traded on the NYSE under the symbol “PKY.”

Parkway Properties LP, a Delaware limited partnership, is a subsidiary of Parkway. Parkway is the indirect general partner and majority limited partner of Parkway LP. Parkway LP’s sole asset consists of limited partnership interests in Parkway Operating Partnership LP, Parkway’s operating partnership through which Parkway owns substantially all of its assets and conducts substantially all of its business.

The address of the Parkway Parties is 5847 San Felipe Street, Suite 2200, Houston, Texas 77057. The telephone number of the Parkway Parties is (346) 200-3100.

CPPIB Parties

Parent is a newly formed Delaware statutory trust and subsidiary of CPPIB. Merger Sub is a newly formed Delaware limited liability company and a subsidiary of Parent. Merger Partnership is a newly formed Delaware limited partnership and an indirect subsidiary of Parent. Parent, Merger Sub and Merger Partnership are collectively referred to as the “CPPIB Parties.” The CPPIB Parties were created solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. None of Parent, Merger Sub or Merger Partnership has carried on any activities to date other than activities incidental to their formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Subject to the terms of the Merger Agreement, upon completion of the Company Merger, Merger Sub will cease to exist and Parkway will continue as the surviving entity, and upon completion of the Partnership Merger, Partnership Merger will cease to exist and Parkway LP will continue as the surviving entity. The CPPIB Parties are entities currently owned, directly or indirectly, by CPPIB and certain of its affiliates.

The address of the CPPIB Parties is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The telephone number of the CPPIB Parties is +1 (416) 868-4075.

24

Table of Contents

THE SPECIAL MEETING

We are furnishing this Proxy Statement to our stockholders as part of the solicitation of proxies by our Board of Directors for use at the Special Meeting in connection with the proposed Mergers. This Proxy Statement provides our stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Purpose of the Special Meeting

This Proxy Statement is being provided to you in connection with the solicitation of proxies by our Board of Directors to be exercised at the Special Meeting, which will be held on                 , 2017                 at Central Time, at 5847 San Felipe Street, Houston, Texas 77057. At the Special Meeting, stockholders will be asked to consider and vote upon:

Pursuant to our Bylaws and Maryland law, no other matters may properly be brought before the Special Meeting. The affirmative vote of a majority of the votes entitled to be cast by holders of the outstanding shares of common stock and limited voting stock as of the record date for the Special Meeting, voting together as a single class, must approve the Company Merger and the other transactions contemplated by the Merger Agreement for the Company Merger to occur. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our common stock (but not our limited voting stock), on the proposal. A copy of the Merger Agreement is attached as Appendix A to this Proxy Statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

The record date for the Special Meeting is                 , 2017. Record holders of common stock and limited voting stock at the close of business on the record date are entitled to vote or have their votes cast at the Special Meeting. At the close of business on the record date, there were approximately             shares of common stock outstanding and entitled to vote at the Special Meeting and approximately             shares of limited voting stock outstanding and entitled to vote at the Special Meeting, held by approximately             holders of record. Stockholders will have one vote for the Company Merger and the other transactions contemplated by the Merger Agreement, the Adjournment Proposal for each share of common stock or limited voting stock they owned as of the close of business on the record date, except that the holders of Parkway limited voting stock are not entitled to vote on the Adjournment Proposal.

Under our Bylaws, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting constitutes a quorum.

Required Vote

Approval of the proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement requires the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding shares of our common stock and limited voting stock as of the record date for the Special Meeting, voting together as a single class. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of our common stock (but not our limited voting stock), on the proposal. If you authorize a proxy, your shares of common stock or limited voting stock will be voted at the Special Meeting as you indicate on your proxy. If you return the signed proxy card with no direction on a proposal, we will vote your proxy “FOR” approval of the Company Merger and the other transactions contemplated by the Merger Agreement and “FOR” the approval of the Adjournment Proposal.

25

Table of Contents

Abstentions and the failure by stockholders to (i) attend the Special Meeting and vote or (ii) authorize a proxy to vote their shares at the Special Meeting will have the same effect as a vote “against” the proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement. However, abstentions and the failure by common stockholders to (i) attend the Special Meeting and vote or (ii) authorize a proxy to vote their shares at the Special Meeting will have no effect on the Adjournment Proposal. Brokerage firms, banks or other nominees holding shares of our common stock or limited voting stock in “street name” may not vote such shares of common stock or limited voting stock on either of the proposals, absent instruction from you. Consequently, there cannot be any “broker non-votes” occurring in connection with these proposals at the Special Meeting. Unless you attend the Special Meeting in person with a properly executed legal proxy from your broker or other nominee, your failure to provide instructions will result in your shares not being present at the Special Meeting and not being voted on those proposals, with the same result as a vote against the Company Merger and the other transactions contemplated by the Merger Agreement and with no effect on the Adjournment Proposal.

How to Authorize a Proxy

If you hold your shares of our common stock or limited voting stock in your own name as a holder of record with our transfer agent, American Stock Transfer & Trust Company, LLC, you may instruct the proxy holders named in the proxy card how to vote your shares of our common stock or limited voting stock in one of the following ways:

Regardless of how you choose to vote, your vote is important, and we encourage you to vote promptly. If you authorize a proxy to vote your shares by Internet or telephone, your vote must be received before 11:59 p.m. Central Time on                 , 2017, the day before the Special Meeting.

If your shares of our common stock or limited voting stock are held in street name, you will receive instructions from your brokerage firm, bank or other nominee that you must follow in order to have your shares voted. Brokerage firms, banks or other nominees holding shares of our common stock or limited voting stock in “street name” may not vote such shares of our common stock or limited voting stock on either of the proposals, absent instruction from you.

Proxies and Revocation

You can revoke your proxy and change your vote at any time before the polls close at the Special Meeting. You can do this by:

Attendance at the Special Meeting will not, in itself, constitute revocation of a previously granted proxy. If you own shares of our common stock or limited voting stock in “street name,” you may revoke or change previously

26

Table of Contents

granted voting instructions by following the instructions provided by the brokerage firm, bank or other nominee that is the registered owner of the shares.

Pursuant to our Bylaws and Maryland law, no other matters may properly be brought before the Special Meeting.

Solicitation of Proxies

We will bear the cost of solicitation of proxies for the Special Meeting. In addition to the use of mail, proxies may be solicited by personal interview, telephone, facsimile, e-mail or otherwise, by our directors, officers and other employees without additional compensation for such activities. We have engaged Kingsdale Advisors to assist in the solicitation of proxies for a fee of $22,500, plus an additional per holder fee for any solicitation of individual holders and reimbursement of out-of-pocket expenses. We will also request persons, firms and corporations holding shares of our common stock or limited voting stock in their names or in the names of their nominees, that are beneficially owned by others, to send or cause to be sent proxy materials to and obtain proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses in doing so.

Adjournments

Although it is not currently expected, subject to approval of the Adjournment Proposal, the Special Meeting may be adjourned for the purpose of soliciting additional proxies if we believe it is reasonably likely that the Company Merger and the other transactions contemplated by the Merger Agreement will not be approved at the Special Meeting when convened on                 , 2017, or when reconvened following any adjournment. Provided that a quorum is present, any adjournments may be made to a date not more than 120 days after the original record date without notice (other than by an announcement at the Special Meeting), by the affirmative vote of a majority of the votes cast on the Adjournment Proposal. The chairman of the Special Meeting also has the right to adjourn the Special Meeting without any action by the stockholders.

Postponements

At any time prior to convening the Special Meeting, our Board of Directors may postpone the Special Meeting for any reason without the approval of our stockholders to a date not more than 120 days after the original record date (subject to certain restrictions in the Merger Agreement) without changing the record date for the Special Meeting.

27

Table of Contents

THE MERGERS

General Description of the Mergers

The Company Merger is one of two separate mergers contemplated by the Merger Agreement. The other, the Partnership Merger, was approved by Parkway Properties General Partners, Inc. (“Partnership GP”), a wholly owned subsidiary of the Company, as general partner of Parkway LP, and by the Company, as owner of a majority of the partnership interests outstanding in Parkway LP. At closing under the Merger Agreement, the Company Merger will occur first, and the Partnership Merger will occur immediately following effectiveness of the Company Merger.

Pursuant to the Merger Agreement, at the effective time of the Company Merger, Merger Sub will merge with and into the Company, whereupon the separate existence of Merger Sub will cease, with the Company surviving the Company Merger (the Company as the surviving entity is sometimes referred to herein as the “Surviving Company”) as a subsidiary of Parent and an indirect subsidiary of CPPIB. At the effective time of the Partnership Merger, Merger Partnership will merge with and into Parkway LP, whereupon the separate existence of Merger Partnership will cease, with Parkway LP surviving the Partnership Merger (Parkway LP as the surviving entity is sometimes referred to herein as the “Surviving Partnership”) as a subsidiary of the Surviving Company.

In connection with the Company Merger, stockholders of the Company will have the right to receive $23.05 in cash for each share of Parkway’s common stock they hold, consisting of (i) the Special Dividend described below, and (ii) upon the closing, the right to receive the per share merger consideration in cash, without interest, subject to any withholding tax.

In connection with the Partnership Merger, outside limited partners of Parkway LP will have the right to receive $23.05 in cash for each partnership unit they hold, consisting of (i) the Special Dividend described below, and (ii) upon the closing, the right to receive the per share merger consideration in cash, without interest, subject to any withholding tax, except that each such outside limited partner may elect, in lieu of the per share merger consideration, to exchange its partnership units for an equal number of New Partnership Preferred Units in the Surviving Partnership. The New Partnership Preferred Units are described in more detail below under “The Merger Agreement—Treatment of Company Equity, Partnership Units, Equity Awards—Partnership Units.”

Pursuant to the Merger Agreement, the Company has agreed that, before the closing of the Mergers, the Board of Directors of Parkway will declare and pay the Special Dividend. The Merger Agreement requires that the Special Dividend be paid, subject to the satisfaction of certain conditions to the closing of the Company Merger, on or after October 10, 2017. The Special Dividend will be paid to holders of record of common stock and partnership units as of a record date to be established by our Board of Directors. In addition, the Special Dividend may not be paid less than two days before the effective time of the Company Merger. If the Special Dividend exceeds $4.00 per share or per unit, the per share merger consideration will be decreased by the amount by which the Special Dividend exceeds $4.00. Other than the Special Dividend and the Company’s second quarter dividend, which was paid on June 30, 2017, pursuant to the Merger Agreement, the Company agreed that it will not pay any dividend or other distribution on its common stock prior to the closing of the Mergers, except to the extent that dividends and other distributions are necessary for the Company to maintain its status as a REIT and avoid the deemed liability for income or excise tax under Sections 857 or 4981 of the Code. We have agreed that, except for the Special Dividend (and only to the extent that such Special Dividend is less than or equal to $4.00), any dividend on our common stock will require consent by or consultation with Parent and when paid will reduce the $19.05 per share merger consideration on a dollar-for-dollar basis.

Our Board of Directors has approved the Company Merger, the Partnership Merger, the Merger Agreement and the other transactions contemplated thereby and has declared the Company Merger and the other transactions contemplated by the Merger Agreement advisable and in the best interests of the Company and our stockholders. Our Board of Directors unanimously recommends that stockholders vote “FOR” the proposal to approve the

28

Table of Contents

Company Merger and the other transactions contemplated by the Merger Agreement and “FOR” the proposal to approve adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

Background of the Mergers

Our Board of Directors, acting independently and with the advice of our management team, periodically and in the ordinary course of business, reviews and assesses our performance, business, strategic direction and prospects in light of the current business and economic environment, as well as developments in the office REIT sector, the broader commercial real estate market and the conditions of the capital markets in connection with our long-term business strategy to enhance value for our stockholders. From time to time since our spin-off from Cousins Properties Incorporated (“Cousins”) in October 2016, our Board of Directors and management team have evaluated and considered a variety of potential financial and strategic options in light of industry developments, economic and market conditions and challenges facing participants in the commercial real estate industry and the Company as a pure play Houston REIT. We also from time to time have had discussions regarding potential strategic alternatives with various parties, including the discussions that resulted in the Greenway Plaza joint venture described below. Holliday Fenoglio Fowler, L.P. (“HFF”), an affiliate of HFF Securities, and certain of its affiliates have acted as financial advisor to the Company and certain of its affiliates in connection with the Greenway Plaza joint venture, and the secured financing obtained in connection with the closing of the Greenway Plaza joint venture.

On October 6, 2016, Parkway Properties, Inc. (“Legacy Parkway”) and Cousins completed a merger transaction in which Legacy Parkway merged with and into a subsidiary of Cousins. As part of that merger transaction, immediately following the closing, Cousins and Legacy Parkway capitalized our Company through a series of separation and reorganization transactions, and, on October 7, 2016, Cousins completed the spin-off of our Company to its stockholders (which then consisted of the combined company’s stockholders resulting from the merger). As a result of the spin-off, our common stock began regular-way trading on the New York Stock Exchange on October 7, 2016.

Shortly after Legacy Parkway and Cousins entered into their merger agreement in April 2016, our management team began discussing the capital expenditures necessary to maximize the value and tenant experience at our Greenway Plaza property, which was to be contributed to us prior to our spin-off from Cousins. Our management team agreed that, due to constraints on raising capital caused by certain of our characteristics as compared to larger public office REITs, exploring a joint venture transaction for our Greenway Plaza property, together with our Phoenix Tower property (together, the “Greenway Properties”), would be the best method for achieving that goal. As of the date of this proxy statement, the Greenway Properties represent approximately 57% of the Company’s portfolio based on square footage.

In seeking joint venture partners, in June 2016, we engaged HFF, an affiliate of HFF Securities, to conduct a broad-based canvassing of potential investors in a joint venture transaction in which we would sell a 49% joint venture interest in the Greenway Properties (the “joint venture transaction”). In accordance with the directives of our Board of Directors, representatives of HFF contacted more than 135 potential investors regarding the joint venture transaction, including publicly traded REITs, private investment firms and institutional investors. During the joint venture marketing process, various potential investors also expressed to HFF an interest in potentially acquiring the Company in its entirety.

In response to HFF’s marketing efforts for the joint venture transaction, nine potential investors, including, among others, CPPIB, TH Real Estate Global Asset Management (“TIAA”), Silverpeak Real Estate Partners (“Silverpeak”) and three other parties, (“Party A”, “Party B” and “Party C”), expressed an interest in the joint venture transaction. After considering the results of this process and the offers submitted by the potential investors, our Board of Directors selected a bid by TIAA and Silverpeak. In late December 2016, following our

29

Table of Contents

spin-off from Cousins, TIAA and Silverpeak notified us of their desire to syndicate a portion of their 49% equity investment in the joint venture to CPPIB, with a partnership sponsored by TIAA and Silverpeak (“TIAA/SP”) acquiring 24.5% of the joint venture and CPPIB acquiring the other 24.5%. We and these potential joint venture partners then proceeded to negotiate the joint venture transaction based on this structure.

On February 17, 2017, we entered into a definitive contribution agreement related to the joint venture transaction. The closing of the joint venture transaction occurred in two stages on April 17, 2017 and April 20, 2017, and we entered into a joint venture agreement in connection with the joint venture transaction on April 17, 2017. The joint venture holds the Greenway Properties through a subsidiary which will elect to be taxed as a real estate investment trust (the “subsidiary REIT”). The subsidiary REIT is managed by a board of directors with members appointed by each of the Company, CPPIB and TIAA/SP. The joint venture agreement permits CPPIB and TIAA/SP, acting jointly, to require the Company to either purchase the joint venture interests of CPPIB and TIAA/SP at a price implied by a gross value for the Greenway Properties specified by CPPIB and TIAA/SP by notice to the Company or cause the joint venture to market and endeavor to sell the Greenway Properties at a gross price not less than 96% of the specified gross value. After April 17, 2020, the joint venture agreement permits each of CPPIB and TIAA/SP acting alone to exercise such right.

In addition, until April 17, 2020 or, if earlier, until a specified level of co-investment has been obtained, the joint venture agreement requires the Company to offer the CPPIB and TIAA/SP parties the opportunity to co-invest in certain opportunities that may be pursued by the Company or its affiliates, (including any acquiror of the Company or any other entities controlling, controlled by or under common control with the Company) within the greater Houston metropolitan area.

Following the execution of the contribution agreement, Hilary Spann, a managing director of CPPIB, had discussions with James R. Heistand, our President and Chief Executive Officer, about the Company’s potential acquisition pipeline in the greater Houston metropolitan area and reiterated CPPIB’s desire to partner with the Company in future acquisitions in the greater Houston metropolitan area pursuant to the co-investment provisions set forth in the joint venture agreement.

In connection with these conversations, in early March 2017, Ms. Spann and Mr. Heistand coordinated a tour for representatives of CPPIB, TIAA and Silverpeak of real estate assets in various Houston sub-markets, including but not limited to assets owned by the Company including our non-joint venture assets. In late March 2017, representatives of the Company coordinated a second tour for a larger delegation of representatives from TIAA of a number of real estate assets in various Houston sub-markets including additional non-joint venture assets. Following these tours representatives of each of CPPIB, TIAA and Silverpeak expressed an interest in acquiring 100% of the Company.

In late March 2017, Mr. Heistand followed up with Silverpeak to gauge CPPIB, TIAA and Silverpeak’s interest in acquiring 100% of the Company. Silverpeak informed CPPIB of the conversation and Ms. Spann conveyed to Mr. Heistand confirmation that CPPIB, TIAA and Silverpeak had an interest in acquiring 100% of the Company and its assets in a second transaction separate from any rights under the joint venture transaction and that, subject to internal approvals, fundraising and further analysis, the parties would be ready to move forward with a potential acquisition of the Company sometime shortly after the joint venture transaction closed. Separately, Mr. Heistand held meetings in late March 2017 with representatives of two other investment groups other than CPPIB, TIAA, Silverpeak, Party A, Party B and Party C, all of whom had also expressed an interest in acquiring the Company during the joint venture process.

As a result of these activities, a telephonic meeting of our Board of Directors was held on April 12, 2017. During the meeting, Mr. Heistand discussed CPPIB, Silverpeak and TIAA’s interest in acquiring the Company, as well as the interest expressed by the two other investment groups, with our Board of Directors and reported to the Board of Directors that CPPIB, TIAA and Silverpeak had toured all of the Company’s non-joint venture properties. Mr. Heistand also updated the Board of Directors regarding his meetings with other investors who had expressed an interest in acquiring the Company. The Board of Directors then engaged in a discussion regarding

30

Table of Contents

the merits of a potential sale transaction, the potential pricing that the Company could obtain in a sale transaction, the potential process for soliciting offers, executing and closing a transaction, the potential timeframe in which a sale transaction could be executed and type of information the Company had provided or would be expected to provide to interested acquirors. Mr. Heistand also informed the Board of Directors that he and the executive management team had recently met with representatives of HFF Securities to discuss the possibility of HFF Securities serving as the Company’s financial advisor in any such potential sale transaction. Following discussion, including consideration of the efficiencies to be gained from HFF’s prior work on the joint venture transaction and its familiarity with the Company, the Board of Directors approved the Company’s engagement of HFF Securities as its financial advisor in connection with a potential sale of the Company. Mr. Heistand recommended that HFF Securities approach the investors that, in the course of the marketing effort for the joint venture transaction, had indicated that they were interested in acquiring the Company in its entirety, to determine if they continued to have an interest in acquiring the Company. Mr. Heistand explained that due to the extensive marketing process that HFF ran for the joint venture transaction, the Company and HFF had been able to identify the investors that would be interested in investing in and possibly acquiring a REIT with assets concentrated in the Houston market, so it would be more efficient and effective in achieving the Company’s goals, including maintaining confidentiality in the sale process, to engage in a targeted marketing effort with those investors, rather than running another extensive process. The Board of Directors, after consultation with HFF Securities, agreed that this was the appropriate approach given the unique position of the Company as a REIT with assets concentrated in the Houston market and having recently conducted the joint venture transaction process. Our directors then inquired about the likelihood of the CPPIB, TIAA and Silverpeak consortium being able to execute a deal quickly and the potential pricing that such a consortium and other parties might offer. Mr. Heistand informed the Board of Directors that the CPPIB, TIAA and Silverpeak consortium had indicated its desire to move as expeditiously and strategically as possible and that Silverpeak and CPPIB had already started the work of evaluating the Company by reviewing its publicly available information. On the same date, the Board of Directors authorized and directed management and HFF Securities to reach out to other potential acquirors. A. Noni Holmes-Kidd, our general counsel, informed the Board of Directors that the Company wished to engage Hogan Lovells US LLP (“Hogan Lovells”) to represent the Company in any potential transaction given Hogan Lovells’ familiarity with the Company and expertise in publicly-traded REIT sale and acquisition processes. The Board of Directors agreed that engaging Hogan Lovells was appropriate and approved such engagement.

Between April 12 and April 14, 2017, in accordance with the direction of our Board of Directors, HFF Securities approached the three investors, Party A, Party B and Party C, who in addition to the CPPIB, Silverpeak and TIAA consortium, had indicated during the joint venture process that they were interested in potentially acquiring the entire Company, to explore their willingness to make an offer to acquire the Company at that time.

On April 18 and 19, 2017, Mr. Heistand and Jason A. Bates, our Chief Investment Officer, together with representatives of HFF Securities, participated in meetings that had been arranged by HFF Securities with Party B and Party C to discuss the potential sale of the Company. On April 18, 2017, Messrs. Heistand and Bates and representatives of HFF Securities met with representatives of Party C, who had expressed an interest in acquiring the entire Company during the joint venture process and who agreed to review the Company’s publicly available information to determine initial pricing. Later that same day, during a previously scheduled dinner to discuss the joint venture transaction, Messrs. Heistand and Bates spoke with representatives of CPPIB and Silverpeak to assess their continued interest in acquiring the Company. Similarly, on April 19, 2017, Messrs. Heistand and Bates and representatives of HFF Securities met with representatives of Party B, who had also expressed an interest in acquiring the entire Company during the joint venture process, to discuss Party B performing preliminary due diligence to determine initial pricing.

Following the dinner on April 18, 2017 in late April 2017, Ms. Spann and Mr. Heistand spoke by telephone to discuss the CPPIB, TIAA and Silverpeak consortium’s progress in evaluating the Company based on publicly available information. Mr. Heistand and Ms. Spann discussed the possibility that Silverpeak and TIAA might not be able to raise the capital required for a 100% acquisition on a timeline acceptable to the Company and Ms. Spann stated that until Silverpeak and TIAA had their equity raised, CPPIB would plan to secure the internal

31

Table of Contents

approvals necessary to fund an acquisition of the entire Company but that CPPIB would continue working with Silverpeak and TIAA with a view to making a joint bid with TIAA and Silverpeak. Mr. Heistand informed Ms. Spann of an upcoming meeting of the Company’s Board of Directors on May 23, 2017, and requested that CPPIB, TIAA and Silverpeak submit an initial indication of interest prior to the meeting so that the Board of Directors could evaluate the offer at that meeting.

On April 25, 2017, Messrs. Heistand and Bates conducted a telephonic meeting with representatives of another potential acquiror—Party A—to discuss a potential acquisition of the Company. Following this meeting, representatives of Party A requested a follow-up meeting with our management.

On May 3, 2017, representatives of the Company conducted property tours of each of our properties, including the Greenway Properties for representatives of Party B.

On May 4, 2017, during a telephonic meeting of the Company’s Audit Committee, Mr. Heistand provided an update to the directors present at the meeting about the recent conversations with, and the recent property tours conducted for, potential acquirors of the Company. In addition, Mr. Heistand reported that all of these potential acquirors were working on evaluating the Company based on publicly available information, as none of them had yet executed a confidentiality agreement with the Company. Mr. Heistand also reported that HFF Securities, at the request of the Company, was requesting that all of these potential acquirors submit indications of interest prior to the previously scheduled board meeting on May 23, 2017 and noted that he had provided an identical update to the other directors not in attendance at the Audit Committee meeting so that all board members had been apprised of the latest information.

On May 10, 2017, Mr. Heistand and representatives of Party A met to discuss Party A’s continued interest in the Company.

On May 22, 2017, our Board of Directors received a written proposal from Goldman Sachs & Co., CPPIB’s financial advisor (“Goldman Sachs”), on behalf of CPPIB, regarding CPPIB’s offer to acquire 100% of the outstanding equity interests of the Company for a purchase price of $22.50 per share in cash, not subject to any financing contingency. The offer letter also provided that all partnership units held by our outside limited partners would be addressed in a customary fashion for the acquisition of a publicly-traded REIT. CPPIB indicated that because it had already conducted significant due diligence on the Company in relation to the joint venture transactions, it would be able to complete its due diligence within approximately three weeks after the Company agreed to negotiate exclusively with CPPIB, which CPPIB was requesting. Contemporaneously with the submission of its written proposal, representatives of CPPIB informed the Company that CPPIB had determined to submit its written proposal exclusive of Silverpeak and TIAA’s participation in order to meet the Company’s objectives as to timing and certainty, but indicated that their intention remained to offer Silverpeak and TIAA the opportunity to participate in the transaction at a later time.

From early May 2017, until the date of this proxy statement, HFF Securities and management have engaged in discussions on a regular basis with Goldman Sachs in relation to the CPPIB offer, ongoing due diligence and the transaction process generally.

On May 23, 2017, our Board of Directors met in person with members of our management team and representatives of HFF Securities. Hogan Lovells participated telephonically. At the meeting, representatives of HFF Securities presented a general overview of market conditions in the real estate and REIT industry, including asset dispositions, mergers and acquisitions and other transaction activity and returns and capitalization rates. Representatives of HFF Securities also reviewed the Company’s market position relative to its peer group and its opportunities, challenges and performance since the merger with and subsequent spin off from Cousins. Representatives of HFF Securities then provided the Board of Directors with a framework for considering growth opportunities or strategic transactions in the event that the Board of Directors wished to pursue any such course and its preliminary views related to the Company’s valuation. The Board of Directors and management discussed the challenges that currently faced the Company in operating in its current form as a public company with assets

32

Table of Contents

located exclusively in Houston, Texas. Following this discussion, representatives of Hogan Lovells provided an overview of the duties of directors under Maryland law, including in considering change of control transactions. Our Board of Directors then engaged in discussions regarding CPPIB’s offer letter. HFF Securities also indicated that, with the authorization of the Company, it was continuing to discuss a potential transaction with each of Party A, Party B and Party C. The Board of Directors then discussed CPPIB’s proposed purchase price and determined that it was not sufficient for the Company to enter into exclusivity with CPPIB. Moreover, the Board of Directors determined that because the other potential acquirors were still in the process of conducting due diligence on the Company, including property tours, it was too early in the process to grant exclusivity to any one potential acquiror absent a compelling offer. At the conclusion of the meeting, the Board of Directors directed HFF Securities and our management to continue discussions with CPPIB to seek an increase in CPPIB’s offer price and determined that, at this time, the Board of Directors would support entering into exclusive negotiations with CPPIB at an offer price in the range of $24.00 to $24.50 per share. Our Board of Directors also instructed HFF Securities and our management to continue discussions with Party A, Party B and Party C to seek indications of interest from them as well. Finally, our Board of Directors authorized the Company’s management to negotiate and enter into a confidentiality agreement with CPPIB.

Beginning on May 26, 2017, the Company negotiated a confidentiality agreement with CPPIB, which included customary standstill and non-solicit covenants. The parties executed the confidentiality agreement on June 1, 2017 and the Company opened a data-room to CPPIB and its representatives to begin a confirmatory due diligence process.

Beginning on May 31, 2017, representatives of Hogan Lovells and Sullivan & Cromwell LLP (“Sullivan & Cromwell”), counsel to CPPIB, and other representatives of the Company and CPPIB held a series of telephone conferences to discuss various structural and due diligence matters related to the potential transaction, including that CPPIB would seek to negotiate with certain of the Company’s executives for their services following closing.

On June 2, 2017, the Company received a preliminary written proposal from Party A to acquire all of the outstanding shares of the Company for a purchase price of $21.50 per share in cash, not subject to any financing contingency. In addition, Party A orally informed representatives of HFF Securities that it anticipated that the partnership units held by our outside limited partners would be addressed in a customary fashion for the acquisition of a publicly-traded REIT. The proposal stated that the Company would be provided a “go shop” period, permitting the Company to conduct a 30-day post-signing market check. Finally, the letter indicated that the offer would remain open only through the end of business on June 6, 2017 and requested exclusivity with the Company. In connection with its offer letter, Party A provided a proposed draft merger agreement with respect to its proposed transaction containing terms consistent with its offer letter. Although not subject to a financing condition, the proposed merger agreement provided that Party A would have the right to seek additional debt financing, which could result in a delay of closing. Finally, Party A’s proposed merger agreement would also require the Company to obtain certain unspecified third-party consents, waivers and approvals.

On June 5, 2017, our Board of Directors met telephonically, with members of our management team and representatives of HFF Securities and Hogan Lovells participating. At the meeting, representatives of Hogan Lovells discussed the duties of a board of directors under Maryland law, including in considering change of control transactions. Representatives of HFF Securities presented an overview of the written proposals received from CPPIB and Party A, as well as the related discussions with these potential acquirors. HFF reported that Party B orally indicated its offer price in cash would not include a substantial premium over the Company’s then-current trading price, which at the time was approximately $20.50 per share and Party C indicated that its offer price would be approximately $18.00 in cash. Following this presentation, the Board of Directors engaged in a discussion of the terms of the two written offers, as well as the two oral indications of interest, including price and other terms, progress made in due diligence by the potential acquirors and proposed treatment of our employees and limited partners, as well as other potential strategic alternatives available to the Company, including continuing to operate as a standalone, independent company.

33

Table of Contents

At this meeting, our Board of Directors also discussed whether to expand the process and canvass a more expansive universe of potential acquirors, but concluded, based on discussions with management and HFF Securities, that a broader marketing effort was unlikely to produce any potential acquiror that had not already been contacted by HFF Securities or its affiliates either in the joint venture transaction process or in the current process. The Board of Directors concluded that the limited probability of an additional bidder was outweighed by the significant risks involved in engaging in a broader process, including potentially causing the existing interested parties not to move forward and disruption to the Company.

After this discussion, the Board of Directors concluded that the offer prices currently on the table were insufficient and directed management and HFF Securities to continue discussions with the potential acquirors to seek improved offer prices, and authorized representatives of HFF Securities to offer exclusivity if a potential acquirors would improve its offer price to the range of $24.00 and $24.50 per share. Our Board of Directors then went into an executive session, with members of management, including Mr. Heistand, being excused from the meeting. During the executive session, our independent directors noted that CPPIB had indicated a desire to retain the services of certain of the Company’s executive officers following the closing, and discussed the potential impact on a transaction of any discussions between the Company’s management and CPPIB, or any other potential acquiror, regarding the terms of any post-closing employment or management arrangements. Our independent directors discussed and unanimously determined that while no definitive proposal yet had been made by CPPIB or any other potential acquiror regarding the terms of post-closing employment or management arrangements, any related discussions between the Company’s management and CPPIB or any other potential acquiror should be delayed until after the material terms of any transaction were agreed upon, and ideally after execution of a definitive merger agreement.

Later that day, the Company informed CPPIB and its representatives that it did not believe CPPIB’s offer price was high enough to justify engaging on an exclusive basis at that time. Representatives of the Company stated to CPPIB that in light of the due diligence materials made available and the fact that there were other bidders involved, CPPIB would have to revise its offer upwards to merit ongoing consideration.

Later that same day, Party B orally indicated to HFF Securities that its best and final offer price would not include a substantial premium over the Company’s then-current trading price with a firm communication that it would not go higher, and Party C orally indicated to HFF Securities that its offer price remained as its previously communicated price of approximately $18.00 in cash.

On June 7, 2017, the Company entered into a confidentiality agreement with Party A, which included customary standstill and non-solicit covenants. Party A immediately commenced due diligence review of the Company’s non-public information, and on June 9, 2017 representatives of Party A and representatives of the Company held a telephonic meeting to discuss various due diligence and structuring matters related to a potential transaction. Separately, while at an industry conference held between June 6 and June 8, 2017, members of our management team met with representatives of Party A to discuss Party A’s continued interest in pursuing a transaction with the Company.

Also on June 7, 2017, as requested by the Company, the Company received a revised offer letter from CPPIB. The revised offer included an increased per share offer price of $22.75. The revised offer letter also included a term sheet with terms that provided, in addition to the increased per share purchase price, that the Company may pay a regular quarterly dividend, that there would be no adjustments to the purchase price for dividends, debt, working capital or otherwise, that all outstanding in-the-money target equity awards would be paid in accordance with their terms, a customary “no shop” provision (subject to a “fiduciary out” for a superior proposal or an intervening event), and a Company termination fee equal to 2.5% of the equity transaction value. The draft additionally included customary match rights. Although CPPIB’s representatives previously had indicated that CPPIB might be amenable to a “go shop” provision, the term sheet did not include a “go shop” provision, as representatives of CPPIB indicated that it was aware that the Company was engaged in a process that involved other bidders and not exclusively engaged in discussions with CPPIB. The term sheet also indicated that CPPIB

34

Table of Contents

would require a voting agreement from affiliates of TPG that hold shares in the Company, that employment terms with key employees would be negotiated once substantially all of the key deal terms were agreed upon and that, at the Company’s option, in order to preserve long-term capital gains tax benefits for the Company’s stockholders, closing would not occur before the one-year anniversary of the Company’s spin-off from Cousins. The term sheet also acknowledged the Company’s obligations under the side letter with the Thomas parties. CPPIB also requested that the Company enter into an exclusivity agreement pursuant to which the Company would engage exclusively with CPPIB regarding a potential acquisition during a limited exclusivity period.

On June 8, 2017, representatives of HFF Securities, on behalf of the Company, engaged in discussions with Goldman Sachs & Co., CPPIB’s financial advisor (“Goldman Sachs”), on behalf of CPPIB, regarding CPPIB’s revised offer. Also on June 8, 2017, representatives of HFF Securities reported to the Company that Party B had maintained its oral offer of approximately $20.50 per share and Party C had maintained its oral offer of approximately $18.00 per share. Following this, HFF Securities, on behalf of the Company, informed each of Party B and Party C that its price was not sufficient.

On June 9, 2017, our Board of Directors met telephonically, and members of our management team and representatives of HFF Securities and Hogan Lovells participated in the meeting. At the meeting, representatives of HFF Securities presented the terms of CPPIB’s revised offer to the Board of Directors. Representatives of HFF Securities also reported that Party A was continuing to work on a revised offer, but that Party A had communicated to HFF Securities that it was no longer willing to offer a “go shop” period, in light of the fact that the Company was engaged in a process that involved other bidders. Representatives of HFF Securities also informed the Board of Directors about the current oral offer from Party B of approximately $20.50 per share and the current oral offer from Party C of approximately $18.00 per share. The Board of Directors then engaged in a discussion regarding pricing considerations and deal protection provisions. In response to questions from our directors, representatives of HFF Securities presented a comparison of recent premiums paid in cash acquisitions in the REIT industry, as well as a survey of the inclusion of deal protection provisions in recent REIT transactions. Our Board of Directors then engaged in a discussion regarding pricing and other offer terms, deal protection provisions, timing and certainty of closing considerations. In light of this discussion, the Board of Directors determined that the price per share offered in CPPIB’s revised offer letter was not compelling enough to support entering into exclusivity at this time, and authorized our management and HFF Securities, on behalf of the Company, to present a counter-proposal to CPPIB through a revised term sheet with a price of $23.75 per share and otherwise to continue discussions with CPPIB to obtain more favorable pricing and other terms. Our Board of Directors then went into an executive session, with members of management, including Mr. Heistand, being excused from the meeting. During the executive session, the independent members of our Board of Directors engaged in a discussion about CPPIB’s contemplated negotiation with the Company’s executive officers of their post-closing employment or management arrangements and the potential impact this could have on certainty of execution. In light of this discussion, our independent directors instructed Hogan Lovells to seek to get an agreement from CPPIB that any such negotiations should not commence until after execution of a merger agreement.

On June 12, 2017, Party A informed representatives of HFF Securities that it had completed its due diligence based on non-public information, and as a result, was willing to increase its offer price to $22.25 per share on the same terms as previously proposed in the draft merger agreement it provided. Also on June 12, 2017, Hogan Lovells, on behalf of the Company, sent to Sullivan & Cromwell, on behalf of CPPIB, a revised draft of the proposed term sheet, which included a proposed per share purchase price of $23.75 and made certain other revisions, including limited match rights, specifying that post-closing employment terms with the Company’s executive officers would be negotiated after execution of a merger agreement and that full specific performance and damages for breach would be available to the parties.

On June 13, 2017, Sullivan & Cromwell, on behalf of CPPIB, provided Hogan Lovells with a revised draft of the term sheet. The revised term sheet proposed a purchase price of $22.85 and clarified that there would be no deduction of transaction costs from such amount. Sullivan & Cromwell also informed Hogan Lovells that CPPIB

35

Table of Contents

was requiring management arrangements to be in place by signing of the merger agreement, although CPPIB was open to discussing the timing and format of such discussions within parameters set by the Board of Directors.

Later that same day, our Board of Directors met telephonically, with members of our management team and representatives of HFF Securities and Hogan Lovells participating. At the meeting, representatives of HFF Securities presented an update to the Board of Directors regarding the revised proposals received from CPPIB and Party A. Representatives of HFF Securities then presented certain parts of the valuation analysis it had previously provided to the Board of Directors, as well as updates on the Company’s average consensus net asset value published by analysts and the premium to recent net asset value based on the contemplated offer prices. For more information, see “The Mergers—Opinion of our Financial Advisor.” Mr. Heistand then discussed market forces in the Houston real estate market that should be considered in any valuation. Our Board of Directors then engaged in a lengthy discussion regarding the appropriate pricing level for a sale of the Company and the proper way to respond to the revised offers received from CPPIB and Party A. Following this discussion, our Board of Directors went into an executive session, with members of management, including Mr. Heistand, being excused from the meeting. During this executive session, our independent directors discussed with representatives of Hogan Lovells procedural concerns raised by CPPIB’s desired timing of its discussions with the Company’s management and whether the Company should insist on the inclusion of a “go shop” provision in the merger agreement. After a lengthy discussion, our independent directors determined that because CPPIB’s most recent proposal indicated that it required the management arrangements to be in place at the time of signing and because CPPIB’s offer was the strongest proposed offer, the Company’s executive management would be permitted to engage in discussions with CPPIB prior to execution of a merger agreement. However, these discussions should not commence, and the Company would not enter into exclusivity with CPPIB, until CPPIB and the Company had finalized the non-binding term sheet with agreement on all material terms of the transaction. Also, our independent directors determined that while the Company would continue to seek the inclusion of a “go shop” provision in the merger agreement, they believed that such a provision was not essential to obtain the highest price and other terms reasonably attainable in light of the process that the Company and the Board of Directors, with the assistance of HFF Securities, had undertaken on behalf of the stockholders and the customary fiduciary out contemplated by the term sheet. Our independent directors then instructed HFF Securities, on behalf of the Company, to propose a counteroffer to each of CPPIB and Party A with a $23.25 per share purchase price and a requirement that CPPIB, within two days of signing any exclusivity agreement, confirm with management that agreement regarding post-transaction employment is reasonably achievable.

Following this board meeting, on June 13, 2017, representatives of HFF Securities presented counteroffers to CPPIB and Party A.

On June 14, 2017, CPPIB contacted representatives of HFF Securities to orally increase its offer price to $22.95 per share, with the Company continuing to be allowed to pay a regular quarterly dividend without any adjustment for such dividends, 100% equity funding from CPPIB and no financing contingency. The offer did not include a go-shop but did include a fiduciary out and a 2.5% break fee. CPPIB and HFF Securities then engaged in oral negotiations regarding price and other deal terms. On that same day, HFF Securities, at the direction of the Board of Directors, counseled Party A that it would need to increase its offer price.

On June 15, 2017, Party A increased its offer price to $22.75 per share, emphasizing that this price was its best and final offer. That same day, Mr. Heistand called Party A to encourage Party A to increase its price and to emphasize to Party A that the Company was not predisposed toward any potential acquiror, and was seeking the highest price reasonably available from any potential acquiror, regardless of existing relationships or future employment opportunities. Also on June 15, 2017, CPPIB informed representatives of HFF Securities that it was standing firm on its offer price per share of $22.95.

On June 16, 2017, our Board of Directors met telephonically, and members of our management team and representatives of HFF Securities and Hogan Lovells participated in the meeting. At the meeting, representatives of HFF Securities provided an update on negotiations with CPPIB and Party A since the last board meeting on June 13, 2017. Our Board of Directors then discussed the benefits and risks of the proposals from CPPIB and

36

Table of Contents

Party A, including price and other terms, timing considerations and certainty of closing. The Board of Directors then discussed the best way for the Company to satisfy CPPIB’s need to have management arrangements in place at the time of signing the merger agreement, without such discussions impacting certainty of execution or otherwise impacting the terms of the proposed transaction. After this discussion, the Board of Directors discussed allowing the Company’s management to engage in discussions with CPPIB for a period of not more than two days after the material business terms of the potential transaction were agreed upon by CPPIB and the Company with a view to confirming that agreement regarding the terms of post-transaction employment would be reasonably achievable. Our Board of Directors considered that if CPPIB and management were unable to reach agreement in principle on key employment terms within such short period, then the Company should be free to explore opportunities with alternative bidders. Our Board of Directors then went into an executive session, with members of management, including Mr. Heistand, being excused from the meeting. During this executive session, our independent directors discussed with representatives of Hogan Lovells and HFF Securities the appropriate strategy for responding to each of CPPIB and Party A, including a discussion of our directors’ duties under Maryland law in a transaction involving a change of control with respect to its consideration of the proposed transactions. In addition to pricing considerations, our independent directors discussed the importance of closing certainty to the Company. Our independent directors then resolved to inform Party A that their price offered was insufficient. Our independent directors then determined to move forward with CPPIB’s offer of $22.95 per share (provided that the Company could continue to pay regular quarterly dividends through the closing date), but asked that HFF Securities provide a counter-offer to CPPIB proposing a 2.0% termination fee, a “go shop” provision, a one-day period for management to discuss post-closing employment terms with CPPIB and an exclusivity period only through June 30, 2017. Our independent directors also resolved to allow the Company’s management to begin to engage in discussions with CPPIB after the Company had received an initial draft of the merger agreement and Hogan Lovells had confirmed that the draft merger agreement was consistent with the material business terms agreed by CPPIB and the Company, as reflected in the final term sheet. This proposal was then communicated by HFF Securities to CPPIB.

On June 19, 2017, the independent members of our Board of Directors met telephonically in an executive session, and Ms. Holmes-Kidd and representatives of HFF Securities and Hogan Lovells participated in the meeting. At the meeting, representatives of HFF Securities updated our independent directors on its negotiations with Party A and CPPIB. Representatives of HFF Securities reported that Party A would not increase its offer price any further beyond its already proposed offer of $22.75 per share. Representatives of HFF Securities also reported that, as instructed by the Board of Directors, they had proposed to CPPIB that the Company would be willing to accept a purchase price of $22.95 per share, with the ability to continue paying its regular dividend, provided that the Company had a “go shop” provision, a 2.0% termination fee, a one day discussion period with management regarding post-transaction employment or management terms in order to confirm that agreement on such terms would be reasonably achievable and an exclusivity period only through June 30, 2017. HFF Securities reported that in response, CPPIB countered with a 2.25% termination fee and a commitment to signing a merger agreement by June 30, 2017, but had not increased its price and had rejected the inclusion of a “go shop” provision. Further, CPPIB also agreed to limit the discussions with the Company’s management team to not more than two days in order to confirm that agreement regarding post-transaction employment or management terms would be reasonably achievable and only after the material terms of the transaction had been finalized. Our independent directors then engaged in a discussion about the potential process for the conduct of discussions between the Company’s management and CPPIB regarding post-closing employment or management arrangements. Following this discussion, our independent directors decided to move forward with CPPIB based on CPPIB’s latest offer, as relayed by HFF Securities, but authorized and directed HFF Securities to negotiate for a $23.05 per share purchase price in exchange for an agreement to cease paying any regular quarterly common stock dividends after the Company’s June 30, 2017 dividend. Finally, our independent directors approved entry into an exclusivity agreement with CPPIB that will expire on June 30, 2017, provided that exclusivity would terminate on June 23, 2017 if CPPIB and the Company’s management team did not confirm by June 30, 2017 that agreement on the material terms of the management team’s post-closing employment or management arrangements was reasonably achievable by June 30, 2017.

37

Table of Contents

Later that same day, the Company and CPPIB finalized the non-binding term sheet, which provided for a $23.05 per share cash purchase price and a 2.25% termination fee, with the Company being prohibited from paying its regular quarterly common stock dividend between signing and closing without CPPIB’s consent and with a purchase price adjustment if any such dividends are paid. The Company then entered into an exclusivity agreement with CPPIB, with an 11-day exclusivity period expiring on June 30, 2017. However, the exclusivity agreement provided that exclusivity would automatically terminate on June 23, 2017 if CPPIB and the Company’s management team did not confirm by June 23, 2017 that agreement on the material terms of the management team’s post-closing employment or management arrangements was reasonably achievable by June 30, 2017.

On June 20, 2017, Hogan Lovells, on behalf of the Company, received an initial draft of the merger agreement from Sullivan & Cromwell, on behalf of CPPIB. Later that day, having confirmed that the draft merger agreement was consistent with the material financial terms of the final term sheet, our Board of Directors authorized senior management of the Company to commence negotiations with CPPIB regarding the material terms of their post-closing employment or management arrangements.

On June 20, 2017, Sullivan & Cromwell, on behalf of CPPIB, provided an initial draft of a management term sheet to Messrs. Heistand and Bates, as well as Jayson Lipsey, our Chief Operating Officer, and Scott Francis, our Chief Financial Officer, regarding their continued employment with the Company following the closing of the potential transaction. On June 22, 2017, CPPIB notified the Company, and Ms. Holmes-Kidd then notified the Board of Directors, that an agreement regarding key post-closing employment or management terms was reasonably expected to be reached by the end of the exclusivity period, thereby continuing the exclusivity period until June 30, 2017.

From June 20, 2017 through June 26, 2017, CPPIB and Sullivan & Cromwell, and Messrs. Heistand, Lipsey, Francis and Bates and their counsel, Morrison & Foerster LLP (“Morrison & Foerster”), negotiated and finalized the management term sheet, including a meeting in New York, New York on June 22, 2017 between these executives and CPPIB.

From June 22, 2017 through June 28, 2017, Hogan Lovells and Sullivan & Cromwell negotiated the terms of the merger agreement and related documentation.

On June 26, 2017, following a conference call to discuss certain tax matters and their impact on the structure of the Company Merger, the parties determined that the most tax-efficient approach to the transaction was to reverse the direction of the REIT-level merger from a forward merger to a reverse triangular merger, so that Merger Sub merged with and into the Company, with the Company surviving the merger.

Also on June 26, 2017, CPPIB indicated that it would be unwilling to execute a definitive merger agreement unless each of Messrs. Heistand, Lipsey, Francis and Bates executed a binding letter agreement with CPPIB and the Company to amend his employment agreement with the Company, which would become effective only upon consummation of the Mergers, to provide for the terms negotiated in the management term sheet. In addition, in light of the tax structuring conversations described above, CPPIB indicated that the letter agreements would be required to contain a covenant requiring the executives to invest an amount, collectively, equal to at least 1% of the equity securities of CPPIB’s acquisition vehicle post-closing for a least the one year period following the closing (which would require additional investment if the executives’ separate obligation to invest their after-tax cash proceeds in respect of the cash-out of their outstanding equity awards in connection with the transaction was not sufficient to achieve the 1% level). On June 27, 2017, Sullivan & Cromwell provided Morrison & Foerster with initial drafts of these letter agreements for each executive. From June 27, 2017 through June 29, 2017, CPPIB and Sullivan & Cromwell, and Messrs. Heistand, Lipsey, Francis and Bates and Morrison & Foerster, negotiated and finalized the terms and conditions of these letter agreements.

On June 27, 2017, Hogan Lovells and Sullivan & Cromwell participated in a conference call with counsel to Mr. Thomas to discuss the Company’s obligations under the side letter with the Thomas parties (the “Thomas

38

Table of Contents

Letter”), but no agreement was reached between CPPIB and Mr. Thomas regarding any opportunities that may be afforded to Mr. Thomas pursuant to the Thomas Letter. Sullivan & Cromwell also reviewed with counsel to Mr. Thomas CPPIB’s proposed terms for the New Partnership Preferred Units to be offered to the outside limited partners as an alternative to the cash per unit merger consideration.

On June 28, 2017, our Board of Directors met telephonically, with members of our management team and representatives of HFF Securities and Hogan Lovells participating in the meeting, to discuss updates regarding negotiation of the merger agreement and related transaction documents. At this meeting, HFF Securities preliminarily presented our Board of Directors with its financial analyses as to the fairness, from a financial point of view, of the proposed per share merger consideration to be offered to the Company’s stockholders in the proposed transaction. Representatives of Hogan Lovells provided a review of the duties of directors under Maryland law, including with respect to the consideration of change of control transactions. Finally, representatives of Hogan Lovells presented the Board of Directors with a summary of the terms of the merger agreement and related transaction documents. Our Board of Directors then engaged in a discussion of the terms of the transaction, including the remaining outstanding material terms of the Merger Agreement and related transaction documents that were subject to continued negotiation between the parties, as well as the expected timing of signing the definitive Merger Agreement.

Throughout the day on June 28, 2017, Hogan Lovells and Sullivan & Cromwell participated in conference calls to negotiate and resolve open matters in the merger agreement and related transaction documents.

Also on June 28, 2017 and June 29, 2017, representatives of Mr. Thomas contacted Sullivan & Cromwell to discuss what opportunities may be afforded to Mr. Thomas pursuant to the Thomas Letter, but no agreement was reached regarding any opportunities.

On June 29, 2017, Hogan Lovells, on behalf of the Company, and Sullivan & Cromwell, on behalf of CPPIB, exchanged drafts of the merger agreement and related transaction documents and continued to negotiate the final terms of the proposed transaction. In a revised draft of the merger agreement proposed by CPPIB, CPPIB included a change to the payment structure, which was designed to reduce the amount of cash held by the Company at the effective time of the Company Merger. This change reduced the stated per share merger consideration to $19.05 per share, but added a provision requiring the Company to pay a special dividend before closing equal to $4.00 per share and partnership unit, which together equaled an aggregate price per share equal to $23.05.

Also on June 29, 2017, our Board of Directors met telephonically, with members of our management team and representatives of HFF Securities and Hogan Lovells participating in the meeting, to discuss updates regarding the potential transaction and for our Board of Directors to consider approving the proposed Company Merger and the other transactions contemplated under the merger agreement. Representatives of Hogan Lovells provided the Board of Directors with an update regarding the changes to the merger agreement and related transaction documents since the Board of Directors meeting on the previous day and an overview of each of the resolutions proposed to be adopted by the Board of Directors at the meeting. Also at this meeting, HFF Securities reviewed with our Board of Directors its financial analyses and rendered an oral opinion, confirmed by delivery of a written opinion dated June 29, 2017, to our Board of Directors to the effect that, as of that date and based on and subject to the assumptions, limitations and qualifications described in the opinion, the price provided for in the Company Merger was fair, from a financial point of view, to the holders of our common stock. After discussion, our Board of Directors unanimously determined that the Company Merger and the other transactions contemplated by the Merger Agreement were advisable and in the best interests of the Company and its stockholders and approved the Company Merger, the entering into the Merger Agreement and the other transaction documents and further resolved to recommend to our stockholders that they vote to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

Throughout the day on June 29, 2017, Hogan Lovells and Sullivan & Cromwell continued to negotiate and finalize the merger agreement and the related transaction documents.

39

Table of Contents

Between June 25, 2017 and June 29, 2017, Sullivan & Cromwell and Ropes & Gray LLP, as counsel to TPG, engaged in discussions and negotiations leading to a Voting and Support Agreement with respect to shares of common stock held by TPG.

Also on June 29, 2017, each of Messrs. Heistand, Lipsey, Francis and Bates entered into his respective letter agreement relating to post-closing employment terms with CPPIB and the Company, which will become effective upon the closing of the Mergers.

Later on June 29, 2017, representatives of the Company and CPPIB executed the Merger Agreement and related transaction documents. A joint press release announcing the Mergers was released prior to the opening of trading on June 30, 2017.

Reasons for the Mergers; Recommendations of the Board of Directors

After careful consideration, our Board of Directors has unanimously approved the Mergers, the Merger Agreement and the transactions contemplated thereby and has declared the Company Merger and the other transactions contemplated by the Merger Agreement advisable and in the best interests of the Company and its stockholders. Our Board of Directors unanimously recommends that you vote “FOR” the proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement and “FOR” the approval of adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

In the course of evaluating the Mergers, the Merger Agreement and the transactions contemplated thereby, the Board of Directors consulted with our management and legal and financial advisors and carefully considered, including through executive sessions of the Company’s independent directors, a number of factors that the Board of Directors believed supported its decision to approve the Mergers, the Merger Agreement and the transactions contemplated thereby and recommend adoption and approval by Parkway stockholders of the Company Merger and the other transactions contemplated by the Merger Agreement, including the following material factors:

40

Table of Contents

41

Table of Contents

Our Board of Directors also considered a variety of risks and other potentially negative factors concerning the Company Merger and the Merger Agreement, including the following material factors:

In addition to the factors described above, the Board of Directors considered the fact that some of our directors and executive officers have other interests in the Mergers that are different from, or in addition to, the interests of our stockholders generally, as discussed herein under “—Interests of Directors and Executive Officers in the Merger.”

The above discussion of the factors considered by our Board of Directors is not intended to be exhaustive and is not provided in any specific order or ranking, but does set forth material factors considered by our Board of Directors. In view of the wide variety of factors considered in connection with its evaluation of the Mergers and the complexity of these matters, our Board of Directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative or specific weight or values to any of these factors, and individual directors may have held varied views of the relative importance of the factors considered. Our Board of Directors viewed its position and recommendation as being based on an overall review of the totality of the information available to it, including discussions with the Company’s management and legal and financial advisors, overall considered these factors to be favorable to, and to support, its determination regarding the Mergers, and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Mergers, the Merger Agreement and the other transactions contemplated by the Merger Agreement. This explanation of the Company’s reasons for entering into the Company Merger and other information presented in this section is forward-looking in nature and should be read in light of the “Cautionary Statement Concerning Forward-Looking Statements.”

For the reasons set forth above, our Board of Directors has unanimously approved the Mergers, the Merger Agreement and the other transactions contemplated by the Merger Agreement and has declared

42

Table of Contents

the Company Merger and the other transactions contemplated by the Merger Agreement advisable and in the best interests of the Company and our stockholders. Our Board of Directors unanimously recommends that you vote “FOR” the proposal to approve the Company Merger and the other transactions contemplated by the Merger Agreement and “FOR” the proposal to approve adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Company Merger and the other transactions contemplated by the Merger Agreement.

Opinion of Our Financial Advisor

Parkway has retained HFF Securities to act as Parkway’s financial advisor in connection with the Company Merger. HFF Securities is the real estate investment banking affiliate of HFF, Inc., which focuses on providing mergers and acquisitions advisory, equity placement and corporate finance services with core expertise and a depth of knowledge in the institutional real estate marketplace, and is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions and valuations for corporate and other purposes. Parkway selected HFF Securities to act as Parkway’s financial advisor in connection with the Company Merger on the basis of HFF Securities’ experience with similar transactions, its reputation in the investment community and its familiarity with Parkway and its business.

On June 29, 2017, at a meeting of the Board of Directors held to evaluate the Company Merger, HFF Securities delivered to the Board of Directors an oral opinion, which was confirmed by delivery of a written opinion dated June 29, 2017, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the per share transaction consideration to be received by holders (other than Parent, Merger Sub or any direct or indirect subsidiary of Parent or Merger Sub or any wholly owned subsidiary of Parkway) of Parkway common stock was fair, from a financial point of view, to such holders.

The full text of HFF Securities’ written opinion to the Board of Directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Appendix B to this Proxy Statement and is incorporated by reference herein in its entirety. The following summary of HFF Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. HFF Securities delivered its opinion to the Board of Directors for the benefit and use of the Board of Directors (in its capacity as such) in connection with and for purposes of its evaluation of the per share transaction consideration from a financial point of view. HFF Securities’ opinion does not address any other terms or aspects of the Company Merger and no opinion or view was expressed as to the relative merits of the Company Merger in comparison to other strategies or transactions that might be available to Parkway or in which Parkway might engage or as to the underlying business decision of Parkway to proceed with or effect the Company Merger. HFF Securities’ opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed Company Merger or any related matter.

In connection with rendering its opinion, HFF Securities:

43

Table of Contents

HFF Securities assumed and relied upon without independent verification the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information provided to, reviewed by or discussed with HFF Securities (including information that is available from generally recognized public sources) for the purposes of its opinion. With respect to the financial projections provided to HFF Securities, with Parkway’s consent, HFF Securities assumed that they have been reasonably prepared and are consistent with the best currently available estimates and judgments of senior management of Parkway as to the future financial performance of Parkway and the other matters covered thereby. HFF Securities assumes no responsibility for and expresses no view as to such forecasts or any other forward-looking information or the assumptions on which they are based, and HFF Securities has relied upon the assurances of the senior management of Parkway that they are unaware of any facts that would make the information provided to or reviewed by HFF Securities incomplete or misleading. In rendering HFF Securities’ opinion, HFF Securities expresses no view as to the reasonableness of such forward-looking information or any estimate, judgment or assumption on which it is based. HFF Securities has not performed any independent valuation or appraisal of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of Parkway or its subsidiaries nor has HFF Securities been furnished with any such valuations or appraisals. In particular, HFF Securities does not express any opinion as to the value of any asset or liability of Parkway or any of its subsidiaries, whether at current market prices or in the future. HFF Securities has not assumed any obligation to conduct, nor has HFF Securities conducted, any physical inspection of the properties or facilities of Parkway. In arriving at our opinion, HFF Securities has not taken into account any litigation that is pending or may be brought against Parkway or any of its affiliates or representatives. In addition, HFF Securities has not evaluated the solvency of any party to the Merger Agreement under any state or federal laws or rules, regulations, guidelines or principles relating to bankruptcy, insolvency or similar matters.

For purposes of rendering its opinion, HFF Securities has assumed that there has not occurred any material change in the assets, liabilities, financial condition, results of operations, business or prospects of Parkway or any of its subsidiaries since the respective dates on which the most recent financial statements or other information, financial or otherwise, relating to Parkway or any of its subsidiaries, was made available to HFF Securities. HFF Securities also assumed, with Parkway’s consent, that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by HFF Securities, that the representations and warranties of each party set forth in the Merger Agreement are true and correct, that each party to the Merger Agreement will perform all of the covenants and agreements required to be performed by it thereunder and that all conditions set forth in the Merger Agreement will be timely satisfied and not modified or waived and that the Mergers will be consummated in accordance with the terms set forth in the Merger Agreement without

44

Table of Contents

modification, waiver or delay, except, in each case, as would not be material to HFF Securities’ analyses. In addition, HFF Securities has assumed, with Parkway’s consent, that any governmental, regulatory or third-party consents, approvals or agreements necessary for the consummation of the Mergers will be obtained without any imposition of a delay, limitation, restriction or condition that would, in any respect be material to HFF Securities’ analyses, have an adverse effect on Parkway or the contemplated benefits of the Company Merger. In addition, HFF Securities is not a legal, accounting, regulatory or tax expert and with Parkway’s consent HFF Securities has relied, without independent verification, on the assessment of Parkway and its advisors with respect to such matters. HFF Securities’ opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to HFF Securities as of June 29, 2017. It should be understood that, although subsequent developments may affect this opinion and the assumptions used in preparing it, HFF Securities does not have any obligation to update, revise or reaffirm its opinion. HFF Securities does not express any view or opinion as to the price at which any share of Parkway Common Stock or any other security may trade at any time, including subsequent to the date of its opinion. The credit, financial and stock markets as well as industries in which Parkway operates have experienced, and continue to experience, volatility and HFF Securities expresses no opinion or view as to any potential effects of such volatility on Parkway or the Company Merger.

HFF Securities’ opinion addresses only the fairness, from a financial point of view, to the holders of Parkway Common Stock of the per share transaction consideration to be paid to such holders in the Company Merger, and HFF Securities does not express any view as to the fairness of the Company Merger to, or any consideration of, the holders of any other class of securities of Parkway, creditors or other constituencies of Parkway or its subsidiaries or any other term of the proposed Company Merger or the other matters contemplated by the Merger Agreement. HFF Securities has not been asked to, nor does it, offer any opinion as to any other term or aspect of the Merger Agreement or any other agreement or instrument contemplated by or entered into in connection with the Company Merger or the form or structure of the Merger Agreement or the likely timeframe in which the Company Merger will be consummated. Furthermore, HFF Securities expresses no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the Company Merger, or any class of such persons, relative to the per share transaction consideration to be received by the holders of Parkway Common Stock in the Company Merger or with respect to the fairness of any such compensation. HFF Securities does not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement, nor does its opinion address any legal, tax, regulatory or accounting matters, as to which HFF Securities understands Parkway has received such advice as it deems necessary from qualified professionals, and which advice HFF Securities has relied upon in rendering its opinion. HFF Securities expresses no view or opinion as to the financing of the Company Merger or the terms or conditions upon which it is obtained. HFF Securities’ opinion does not address the underlying business decision of Parkway to engage in the Company Merger or the relative merits of the Company Merger as compared to any strategic alternatives that may be available to Parkway.

Summary of Financial Analysis

The following is a summary of the material financial analyses provided by HFF Securities to the Board of Directors in connection with the proposed transaction. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinions of, HFF Securities, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by HFF Securities.

The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by HFF Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by HFF Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by HFF Securities.

45

Table of Contents

For purposes of the analyses described below, (i) the term “per share transaction consideration” refers to the $19.05 per share cash merger consideration payable to the holders of Common Stock pursuant to the Merger Agreement plus the pro rata payment by Parkway of the Special Dividend, to occur two business days prior to the Effective Time of the Company Merger, (ii) the term “25th percentile” refers to the high end of the lowest 25% of the applicable observed overall range and (iii) the term “75th percentile” refers to the low end of the highest 25% of the applicable observed overall range. Additionally, for the purposes of the Discounted Cash Flow and Comparable Public Company analyses, HFF Securities made certain modifications to the adjusted EBITDA metric provided by management to exclude certain non-recurring and non-cash items and other adjustments such as straight-line rent, mark-to-market adjustments, amortization of share-based compensation and interest and other income.

Net Asset Value Analysis

HFF Securities performed a net asset value analysis of Parkway by calculating gross real estate asset value of the properties based on property-level net operating income and cash flows as provided by management, to reflect capital markets activity, capital improvements plans and recent lease signings across the properties. An implied per share equity value reference range for Parkway was then calculated based on Parkway’s total implied gross real estate value at share, plus Parkway’s estimated cash and cash equivalents, restricted cash, rent and other receivables, and other tangible assets as of September 30, 2017, as estimated by Parkway’s management, less Parkway’s outstanding liabilities, as estimated by Parkway’s management, including indebtedness under Parkway’s mortgage debt (taking into account the pro rata share of mortgage debt from the Greenway Properties joint venture), the liquidation preference of preferred units of Parkway Properties LP, marked-to-market debt adjustments, other tangible liabilities and transaction related expenses and costs divided by the total number of fully diluted shares of Common Stock and partnership units of Parkway Properties LP outstanding. This analysis indicated the following approximate implied per share equity value reference range for Parkway, as compared to the per share transaction consideration:

Discounted Cash Flow Analysis

HFF Securities performed a discounted cash flow analysis of Parkway by calculating the estimated present value as of September 30, 2017 of the standalone unlevered, after-tax free cash flows that Parkway was forecasted to generate during the twelve-month periods ending September 30, 2018 through September 30, 2022, according to management projections through the 2020 calendar year and extrapolated from certain management assumptions made with respect to the period prior to September 30, 2020 and applied by HFF Securities to the period thereafter. HFF Securities calculated terminal values for Parkway by applying to Parkway’s standalone terminal unlevered, after-tax free cash flows a selected range of perpetuity growth rates of 2.75% to 3.25%. The unlevered, after-tax free cash flows and terminal values were then discounted to present value (as of September 30, 2017) using a selected range of discount rates of 7.50% to 8.00%. This analysis indicated the following approximate implied per share equity value reference range for Parkway, as compared to the per share transaction consideration:

Comparable Public Companies Analysis

HFF Securities reviewed publicly available financial and stock market information of Parkway and the following seven selected companies that HFF Securities viewed as generally relevant as U.S. publicly traded REITs with

46

Table of Contents

exposure to the Houston market, exposure to secondary markets (in contrast to gateway markets like New York City, Boston or San Francisco) and exposure to a limited number of markets (in contrast to exposure to a large and diverse number of markets), collectively referred to as the selected REITs:

HFF Securities reviewed, among other things, closing stock prices on June 29, 2017 of the selected REITs as a multiple of calendar year 2018 estimated funds from operations (“FFO multiple”), and enterprise value of selected REITs as a multiple of calendar year 2018 estimated earnings before interest, taxes, depreciation and amortization (“EBITDA multiple”) HFF Securities also analyzed the premium or discount represented by the ratio of the closing stock prices to SNL Advisors’ estimated net asset value (“NAV”) Financial data of the selected REITs were based on publicly available consensus estimates. Financial data of Parkway were based on estimates provided by management and publicly available consensus estimates for NAV.

The implied overall low to high calendar year 2018 estimated FFO multiples for the selected REITs were 10.0x to 28.4x (with a mean of 14.4x and a median of 11.7x). The implied overall low to high calendar year 2018 estimated EBITDA multiples for the selected REITs were 10.2x to 15.8x (with a mean of 12.9x and a median of 11.9x). The implied overall discount to NAV was 22% at the low end and a premium to NAV of 6% at the high end, when compared to the closing stock price as of June 29, 2017 of the selected REITs (with a mean premium to NAV of 8% and median discount to NAV of 6%).

HFF Securities then applied selected ranges of calendar year 2018 estimated FFO multiples derived from the selected REITs, estimated EBITDA multiples derived from the selected REITs and the premium or discount represented by the ratio of stock prices to SNL Advisors’ estimated NAV, excluding transaction costs, and incorporating certain other adjustments and assumptions, to corresponding data of Parkway based on management’s estimates and SNL Advisors’ estimated NAV after adjusting for estimated transaction related expenses and costs. The following table reflects the results of this analysis:

This analysis indicated the following approximate implied per share equity value reference ranges for Parkway, as compared to the per share transaction consideration:

47

Table of Contents

No company or business used in this analysis is identical or directly comparable to Parkway. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which Parkway was compared.

Selected Precedent Transaction Analysis

HFF Securities also performed an analysis of selected precedent transactions involving publicly-traded REITs in precedent transactions that shared certain characteristics with the Company Merger.

Based on publicly available information, HFF Securities identified the following thirteen publicly announced and completed transactions involving REITs acquired in all-cash transactions occurring since January 1, 2012:

Additionally, based on publicly available information, HFF Securities identified the following selected thirteen publicly announced and completed transactions involving companies that own and operate primarily office buildings acquired in transactions that closed since January 1, 2006:

48

Table of Contents

HFF Securities reviewed, among other things, the premiums paid to the target companies’ unaffected stock prices (defined as the stock price on the day prior to the announcement of the transaction for such selected precedent transaction). The overall observed 25 ^th percentile and 75 ^th percentile unaffected stock price premiums paid in all transactions reviewed were 1% and 17%, respectively. HFF Securities also reviewed the premiums or discounts paid to the target companies’ NAV (as determined by publicly available information). The overall observed 25 ^th percentile and 75 ^th percentile unaffected premium or discount to NAV in all transactions reviewed were discount of 2% and premium of 15%, respectively. HFF Securities then applied selected ranges, incorporating certain adjustments and assumptions, of premium to Parkway’s share price as of June 29, 2017 and applied ranges of premium to Parkway’s SNL Advisors’ estimated NAV per share, which was adjusted for estimated transaction related expenses and costs. This analysis indicated the following implied per share equity value reference range for a share of Parkway Common Stock, as compared to the per share transaction consideration:

No transaction, company or business used in this analysis is identical or directly comparable to Parkway. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which Parkway was compared.

Selected Houston Precedent Transaction Analysis

HFF Securities also performed an analysis of selected precedent single property or portfolio-level transactions involving Houston real estate in precedent transactions that shared certain characteristics with Parkway and the properties acquired in the Company Merger, including the submarkets in which Parkway’s properties are located.

HFF Securities reviewed the price per square foot paid on selected Houston precedent transactions. The overall observed 25 ^th percentile and 75 ^th percentile price per square foot range in all transactions analyzed were $198 and $247, respectively. An implied per share equity value reference range for Parkway was then calculated based on Parkway’s total implied gross real estate value at share, plus Parkway’s estimated cash and cash equivalents, restricted cash, rent and other receivables, and other tangible assets as of September 30, 2017, as estimated by Parkway’s management, less Parkway’s outstanding liabilities, as estimated by Parkway’s management, including indebtedness under Parkway’s mortgage debt (taking into account the pro rata share of mortgage debt from the Greenway Properties joint venture), the liquidation preference of preferred units of Parkway Properties LP, marked-to-market debt adjustments, other tangible liabilities and transaction related expenses and costs

49

Table of Contents

divided by the total number of fully diluted shares of Common Stock and partnership units of Parkway Properties LP outstanding. This analysis indicated the following implied per share equity value reference range for a share of Parkway Common Stock, as compared to the per share transaction consideration:

No transaction, property, company or business used in this analysis is identical or directly comparable to Parkway. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which Parkway was compared.

Other factors

HFF Securities also noted for the Board of Directors certain additional factors that were not considered part of HFF Securities’ financial analysis with respect to its opinion but were referenced for informational purposes, including, among other things:

General

As noted above, the discussion set forth above is a summary of the material financial analyses and other factors reviewed by HFF Securities with the Board of Directors in connection with the Mergers and is not a comprehensive description of all analyses undertaken or factors considered by HFF Securities. The preparation of a financial opinion or analyses is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. HFF Securities believes that the analyses summarized above must be considered as a whole. HFF Securities further believes that selecting portions of its analyses considered or focusing on information presented in tabular format, without considering all analyses or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying HFF Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, HFF Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Parkway. The estimates of the future performance of Parkway in or underlying HFF Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by HFF Securities’ analyses. These analyses were prepared solely as part of HFF Securities’ analysis of the fairness, from a financial point of view, of the proposed consideration payable by Parent in the Mergers and were

50

Table of Contents

provided to the Board of Directors in connection with its evaluation of the Mergers. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be HFF Securities’ view of the actual value of Parkway.

The type and amount of consideration payable in the transaction were determined through negotiations between the Board of Directors and Parent, rather than by any financial advisor, and were approved by the Board of Directors. The decision to enter into the Merger Agreement was solely that of the Board of Directors. As described above, HFF Securities’ opinion and analyses were only one of many factors considered by the Board of Directors in its evaluation of the transaction and should not be viewed as determinative of the views of the Board of Directors, management or any other party with respect to the transaction or the consideration payable in connection with the Mergers.

The Company has agreed to pay HFF Securities for its services as financial advisor to the Board of Directors in connection with the transaction an aggregate fee currently estimated to be approximately $9.5 million, of which $1.5 million was payable upon delivery of its opinion and the balance is contingent upon consummation of the transaction. In addition, Parkway has agreed to reimburse HFF Securities for its reasonable expenses incurred in connection with HFF Securities’ engagement and to indemnify HFF Securities and certain related parties against specified liabilities, including liabilities under the federal securities laws.

HFF Securities’ opinion was approved by a committee of HFF Securities’ investment banking and other professionals in accordance with its customary practice. HFF Securities and its affiliates comprise a full-service securities firm engaged in investment, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies and individuals.

HFF Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Parkway and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) acting as arranger and securing financing on behalf of Parkway in connection with a joint venture transaction in April 2017 and (ii) acting as financial advisor to Parkway in connection with a property sale in December 2015. During the two-year period prior to the date of HFF Securities’ opinion, HFF Securities and its affiliates received or expected to receive for the services described in clauses (i) and (ii) above aggregate fees of approximately $3.14 million from Parkway and/or certain of its affiliates. HFF Securities and its affiliates may in the future provide, financial advice and services to Parkway, Parent or their respective affiliates for which HFF Securities and its affiliates would expect to receive compensation.