Duke Realty 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2012
DUKE REALTY CORPORATION
(Exact name of registrant specified in its charter)
600 East 96th Street
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:
On June 6, 2012, 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 June 6, 2012, attached as Annex A thereto and made a part thereof, the Terms Agreement) with 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 $300 million aggregate principal amount of the Operating Partnerships 4.375% Senior Notes Due 2022 (the Notes). The issuance and sale of the Notes was completed on June 11, 2012. The Operating Partnership intends to use the net proceeds from the issuance and sale of the Notes to repay outstanding indebtedness with near-term maturities, including all or a portion of the Operating Partnerships outstanding borrowings under its existing revolving credit facility, and for other general corporate purposes.
The Notes were issued under the Indenture, dated as of July 28, 2006 (the Indenture), as supplemented by the Eighth Supplemental Indenture, dated as of June 11, 2012 (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 Partnerships automatic shelf registration statement on Form S-3 (File No. 333-181030-01) (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 Partnerships prospectus supplement, as filed with the Commission on June 7, 2012 pursuant to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of the Notes and supplements the Operating Partnerships prospectus, as filed with the Commission on April 30, 2012, contained in the Registration Statement.
Pursuant to General Instruction F to the Commissions Form 8-K, a copy of the Terms Agreement and a copy of the Supplemental Indenture are filed as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K (this Report). The Indenture previously was filed with the Commission on July 31, 2006 as Exhibit 4.1 to the Operating Partnerships prior registration statement on Form S-3 (File No. 333-136173-01). The information in the Terms Agreement and the Supplemental Indenture is incorporated into this Item 1.01 by this reference.
The above descriptions of the terms of the Terms Agreement and the Supplemental Indenture are qualified in their entirety by reference to the previously filed Indenture and the copies of the Supplemental Indenture and Terms Agreement incorporated by reference into this Report.
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The following exhibits are filed with this Report pursuant to Item 601 of the Commissions Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, neither the Company nor the Operating Partnership believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a fundamental change (as such term is used in Item 512(a)(1)(iii) of the Commissions Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
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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.
Date: June 11, 2012
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