SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 29, 2020
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Limited Partnership:
8711 River Crossing Boulevard
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (317)
808-6000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
| | | | |
Common Stock, par value $0.01 per share | | | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
| Item 1.01. | Entry Into a Material Definitive Agreement. |
As previously announced, on June 22, 2020, Duke Realty Corporation, an Indiana corporation (the “Company”), and Duke Realty Limited Partnership, an Indiana limited partnership (the “Operating Partnership”) of which the Company is the sole General Partner, entered into a Terms Agreement (including the related Underwriting Agreement, dated as of November 5, 2019, attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on behalf of the underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Operating Partnership $350 million aggregate principal amount of the Operating Partnership’s 1.750% Senior Notes due 2030 (the “Notes”). The Terms Agreement was previously filed as Exhibit 1.1 to the Operating Partnership and the Company’s combined Current Report on Form
8-K
filed on June 23, 2020. The issuance and sale of the Notes was completed on June 29, 2020. The Operating Partnership intends to use the net proceeds from the issuance and sale of the Notes to purchase notes that are tendered pursuant to its previously announced Tender Offer (defined below) for its 3.875% Senior Notes due 2022. Any remaining net proceeds from the issuance and sale of the Notes will be used for general corporate purposes, including to repay borrowings outstanding on our unsecured senior line of credit. In the short term, the net proceeds may be held in cash and cash equivalents.
The Notes were issued under the Indenture, dated as of July 28, 2006 (the “Indenture”), as supplemented by the Eighteenth Supplemental Indenture, dated as of June 29, 2020 (the “Supplemental Indenture”), by and between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”).
The Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Operating Partnership’s automatic shelf registration statement on Form
S-3
(File No.
333-224538-01)
(as the same may be amended or supplemented, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The material terms of the Notes are described in the Operating Partnership’s final prospectus supplement, as filed with the Commission on June 23, 2020 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Notes and supplements the Operating Partnership’s prospectus, as filed with the Commission on April 30, 2018, contained in the Registration Statement.
A copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form
8-K
(this “Report”), and the information in the Supplemental Indenture is incorporated into this Item 1.01 by this reference. The Indenture was previously filed with the Commission on July 31, 2006 as Exhibit 4.1 to the Operating Partnership’s prior registration statement on Form
S-3
(File No.
333-136173-01).
The above description of the terms of the Supplemental Indenture is qualified in its entirety by reference to the Indenture and the Supplemental Indenture incorporated by reference into this Report.
Results of Tender Offer for 3.875% Senior Notes due 2022
On June 29, 2020, the Company announced the results of the previously announced cash tender offer (the “Tender Offer”) by the Operating Partnership, for any and all of the outstanding $300 million aggregate principal amount of 3.875% Senior Notes due 2022 issued by the Operating Partnership. The Tender Offer expired at 5:00 p.m., New York City time, on June 26, 2020. A copy of the press release, dated June 29, 2020, announcing the results of the Tender Offer is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
