| Entry Into a Material Definitive Agreement. |
On January 11, 2021, 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 January 11, 2021 (the “Underwriting Agreement”), attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with each of J.P. Morgan Securities LLC, Barclays Capital Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC on behalf of the underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Operating Partnership $450 million aggregate principal amount of the Operating Partnership’s 1.750% Senior Notes Due 2031 (the “Notes”). The issuance and sale of the Notes is expected to occur on January 21, 2021, subject to customary closing conditions. The Operating Partnership intends to allocate an amount equal to the net proceeds from the offering to finance or refinance, in whole or in part, one or more recently completed or future “Eligible Green Projects,” which may include certain “green buildings,” energy efficiency projects, sustainable water and wastewater management systems, renewable energy projects, clean transportation solutions and pollution prevention and control.
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
(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 January 12, 2021, 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.
The Company and the Operating Partnership made certain customary representations, warranties and covenants concerning the Company, the Operating Partnership and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. The representations, warranties and covenants set forth in the Underwriting Agreement were made only for purposes of the Underwriting Agreement, and only as of the specified dates provided therein. The representations, warranties and covenants in the Underwriting Agreement were made solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
A copy of the Terms Agreement is filed as Exhibit 1.1 to this Current Report on
Form 8-K
(this “Report”), and the information in the Terms Agreement is incorporated into this Item 1.01 by this reference. The above description of the Terms Agreement is qualified in its entirety by reference to the Terms Agreement incorporated by reference into this Report.
| Financial Statements and Other Exhibits |
The following exhibit is filed with this Report pursuant to Item 601 of the Commission’s Regulation
S-K
in lieu of filing the otherwise required exhibit to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company and the Operating Partnership are incorporating by reference the exhibit to this Report to cause it to be incorporated by
