| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 2, 2019, 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 an Equity Distribution Agreement (the “Equity Distribution Agreement”) with BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Regions Securities LLC, SunTrust Robinson Humphrey, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC, as sales agents and/or principals (the “Agents”). Under the terms of the Equity Distribution Agreement, the Company may sell shares of its common stock, $0.01 par value per share, from time to time, to or through the Agents, up to an aggregate offering price of $400,000,000 (the “Offering”). Sales of the shares, if any, will be made by means of ordinary brokers’ transactions at prevailing market prices at the time of sale, or as otherwise agreed with the applicable Agent. Pursuant to the Equity Distribution Agreement, the Company will pay each Agent compensation for the sale of shares up to 2% of the gross sales price per share for the shares sold through such Agent.
The Company intends to use the net proceeds from any sales of shares of common stock resulting from the Offering to partially fund development and acquisitions, to reduce outstanding indebtedness and for other general corporate purposes. The Company has not yet determined which of its outstanding indebtedness will be repaid with the proceeds of the Offering.
The Company is not obligated to sell, and the Agents are not obligated to buy or sell, any shares under the Equity Distribution Agreement. No assurance can be given that the Company will sell any shares under the Equity Distribution Agreement, or, if it does, as to the price or amount of shares that it sells, or the dates when such sales will take place.
The shares will be offered pursuant to the Company’s shelf registration statement on Form
S-3
(Registration No.
333-224538),
which became effective upon filing with the Securities and Exchange Commission (the “Commission”) on April 30, 2018 (the “Registration Statement”).
A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K
(the “Report”), and the information in the Equity Distribution Agreement is incorporated into this Item 1.01 by this reference. The foregoing description of the Equity Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to Exhibit 1.1.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On July 31, 2019, the Company and the Operating Partnership provided notice of termination, effective August 1, 2019, of the Equity Distribution Agreement, dated as of August 9, 2016 (the “Previous Equity Distribution Agreement”), that the Company and the Operating Partnership entered into with Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC (collectively, the “Previous Agents”). As previously reported, pursuant to the terms of the Previous Equity Distribution Agreement, the Company could offer and sell shares of its common stock, $0.01 par value per share, from time to time, to or through the Previous Agents, up to an aggregate offering price of $200,000,000. The Company is not subject to any termination penalties related to the termination of the Previous Equity Distribution Agreement. Prior to termination, the Company sold approximately $177.7 million of its common stock pursuant to the Previous Equity Distribution Agreement.
