On March 16, 2017, DCT Industrial Operating Partnership LP (the Company)
completed its previously announced public offering of $50.0 million aggregate principal amount of its 4.500% Senior Notes due 2023 (the Notes) pursuant to an underwriting agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC, Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named in Exhibit A thereto (the Underwriters), whereby the Company agreed to sell and the Underwriters
agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes.
The net proceeds to
the Company are estimated to be approximately $51.1 million, after deducting underwriting discounts and commissions and estimated expenses. This amount excludes the amounts payable to the Company with respect to accrued interest on the Notes
from and including October 15, 2016 to, but excluding, the delivery date. The Company intends to use the net proceeds of the offering to repay amounts outstanding under its unsecured revolving credit facility and for general corporate purposes.
The Notes were issued under an indenture, dated as of October 9, 2013, by and among the Company, as issuer, DCT Industrial Trust Inc., as guarantor,
U.S. Bank National Association, as trustee, and the other parties thereto (the Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of March 16, 2017 (the First Supplemental Indenture).
The Companys obligations under the Notes are fully and unconditionally guaranteed by DCT Industrial Trust Inc. and the Notes form a part of the same series as the Companys previously issued 4.500% Senior Notes due 2023. Including the
Notes issued in this offering, the aggregate principal amount of the outstanding notes of this series is $325.0 million.
The offer and sale of the Notes
were registered with the Securities and Exchange Commission (the Commission) pursuant to a Registration Statement on Form
S-3
(File Nos.
333-206859
and
333-206859-01)
filed by the Company and DCT Industrial Trust Inc. with the Commission on September 10, 2015, as amended by the Post-Effective Amendment No. 1 filed
by the Company and DCT Industrial Trust Inc. with the Commission on March 13, 2017, in the form in which it became effective on March 13, 2017. The material terms of the Notes are described in a prospectus supplement, dated March 13,
2017, filed by the Company with the Commission pursuant to Rule 424(b)(5) under the Securities Act.
Copies of the Underwriting Agreement and First
Supplemental Indenture are attached hereto as Exhibits 1.1 and Exhibit 4.1, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the
Underwriting Agreement and the First Supplemental Indenture.
Additionally, in connection with the filing of the Underwriting Agreement, the Company is
filing the opinion and consent of its counsel, Goodwin Procter LLP, regarding the legality of the securities being registered as Exhibits 5.1 and 23.1 hereto, respectively, which are incorporated by reference into the Registration Statement on Form
S-3
(File Nos.
333-206859
and
333-206859-01).