UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 16, 2016
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Corporation:
Indiana | 1-9044 | 35-1740409 | ||
(State of | (Commission | (IRS Employer | ||
Formation) | File Number) | Identification No.) |
Duke Realty Limited Partnership:
Indiana | 0-20625 | 35-1898425 | ||
(State of | (Commission | (IRS Employer | ||
Formation) | File Number) | Identification No.) |
600 East 96th Street
Suite 100
Indianapolis, IN 46240
(Address of principal executive offices, zip code)
Registrants 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 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
On June 16, 2016, Duke Realty Limited Partnership, an Indiana limited partnership, which is a wholly-owned subsidiary of Duke Realty Corporation, announced that it commenced a cash tender offer (the Tender Offer) for any and all of its outstanding $275 million aggregate principal amount of 5.95% Senior Notes due 2017. A copy of the press release, dated June 16, 2016, announcing the commencement of the Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
99.1 | Duke Realty Corporation press release dated June 16, 2016 announcing the commencement of the Tender Offer. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
DUKE REALTY CORPORATION | ||
By: | /S/ ANN C. DEE | |
Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary |
DUKE REALTY LIMITED PARTNERSHIP
By: Duke Realty Corporation, its general partner | ||
By: | /S/ ANN C. DEE | |
Ann C. Dee Executive Vice President, General Counsel and Corporate Secretary |
Dated: June 16, 2016
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Duke Realty Corporation press release dated June 16, 2016 announcing the commencement of the Tender Offer. |
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Exhibit 99.1
Duke Realty Commences Tender Offer for
5.95% Senior Notes Due 2017
Duke Realty Corporation (NYSE: DRE), a leading industrial and medical office property REIT, announced today that its operating partnership, Duke Realty Limited Partnership (Duke Realty), has commenced a cash tender offer for any and all of its outstanding $275,000,000 aggregate principal amount of its 5.95% Senior Notes due 2017 (CUSIP No. 26441YAM9) (the Notes), on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the Offer to Purchase), the related Letter of Transmittal (the Letter of Transmittal), and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the Notice of Guaranteed Delivery). The tender offer is referred to herein as the Offer. The Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery are referred to herein collectively as the Offer Documents.
The tender offer consideration for each $1,000 principal amount of the Notes purchased pursuant to the Offer will be $1,033.80 (the Tender Offer Consideration). Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or before the Expiration Time (as defined below) in order to be eligible to receive the Tender Offer Consideration. In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Payment Date (as defined in the Offer to Purchase) for the Notes. Duke Realty expects the Payment Date to occur on June 23, 2016.
The Offer will expire at 5:00 p.m., New York City time, on June 22, 2016 (such time and date, as it may be extended, the Expiration Time), unless extended or earlier terminated by Duke Realty. The Notes tendered may be withdrawn at any time at or before the Expiration Time by following the procedures described in the Offer to Purchase.
Duke Realtys obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in Duke Realtys discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, Duke Realtys receipt of aggregate proceeds (before underwriters discounts and commissions and other offering expenses) of at least $300.0 million from an offering of new senior notes, on terms satisfactory to Duke Realty. The complete terms and conditions of the Offer are set forth in the Offer Documents. Holders of the Notes are urged to read the Offer Documents carefully.
Duke Realty has retained D.F. King & Co., Inc., as the tender agent and information agent for the Offer. Duke Realty has retained Wells Fargo Securities, LLC as the dealer manager (the Dealer Manager) for the Offer.
Holders who would like additional copies of the Offer Documents may call or email the information agent, D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers), (866) 416-0551 (all others), or dre@dfking.com. Copies of the Offer to Purchase, Letter of Transmittal, and Notice of Guaranteed Delivery are also available at the following website: www.dfking.com/dre. Questions regarding the terms of the Offer should be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer Documents. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Duke Realty by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Duke Realty Corporation owns and operates approximately 138 million rentable square feet of industrial and medical office assets in 21 major U.S. metropolitan areas. Duke Realty Corporation is publicly traded on the NYSE under the symbol DRE and is listed on the S&P MidCap 400 Index. More information about Duke Realty Corporation is available at www.dukerealty.com.
Cautionary Notice Regarding Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical facts, including, among others, statements regarding the companys future financial position or results, future dividends, and future performance, are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of the company, members of its management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as may, will, seeks, anticipates, believes, estimates, expects, plans, intends, should, or similar expressions. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that actual results may differ materially from those contemplated by such forward-looking statements. Many of these factors are beyond the companys abilities to control or predict. Such factors include, but are not limited to, (i) general adverse economic and local real estate conditions; (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (iv) the companys ability to raise capital by selling its assets; (v) changes in governmental laws and regulations; (vi) the level and volatility of interest rates and foreign currency exchange rates; (vii) valuation of joint venture investments, (viii) valuation of marketable securities and other investments; (ix) valuation of real estate; (x) increases in operating costs; (xi) changes in the dividend policy for the companys common stock; (xii) the reduction in the companys income in the event of multiple lease terminations by tenants; (xiii) impairment charges, (xiv) the effects of geopolitical instability and risks such as terrorist attacks; (xv) the effects of weather and natural disasters such as floods, droughts, wind, tornadoes and hurricanes; and (xvi) the effect of any damage to our reputation resulting from developments relating to any of items (i) - (xv). Additional information concerning factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the companys filings with the Securities and Exchange Commission. The company refers you to the section entitled Risk Factors contained in the companys Annual Report on Form 10-K for the year ended December 31, 2015. Copies of each filing may be obtained from the company or the Securities and Exchange Commission.
The risks included here are not exhaustive and undue reliance should not be placed on any forward-looking statements, which are based on current expectations. All written and oral forward-looking statements attributable to the company, its management, or persons acting on their behalf are qualified in their entirety by these cautionary statements. Further, forward-looking statements speak only as of the date they are made, and the company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time unless otherwise required by law.
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Contact Information:
Investors:
Ron Hubbard
317.808.6060
Media:
Helen McCarthy
317.708.8010
Source: Duke Realty Corporation
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