DRE Duke Realty Corporation

On June 16, 2016, 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 16, 2016, attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with each of J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc., on behalf of the underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Operating Partnership $375 million aggregate principal amount of the Operating Partnership’s 3.250% Senior Notes Due 2026 (the “Notes”). The issuance and sale of the Notes is expected to occur on June 23, 2016, subject to customary closing conditions. The Operating Partnership intends to use the net proceeds from the issuance and sale of the Notes (i) to repurchase its outstanding 5.95% Senior Notes due 2017 pursuant to the previously announced tender offer, (ii) to redeem any remaining 5.95% Senior Notes due 2017 that are not tendered in the tender offer (or in the event the tender offer is not consummated), and (iii) to repay borrowings under its revolving credit facility. Any remaining net proceeds from this offering will be used for general corporate purposes.

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 No. 333-203744-01) (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 Partnership’s final prospectus supplement, as filed with the Commission on June 17, 2016 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, 2015, contained in the Registration Statement.

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.