Duke Realty Corporation (NYSE: DRE), a leading industrial property
REIT, announced today that its operating partnership, Duke Realty
Limited Partnership (the “Operating Partnership”), has commenced a
cash tender offer for any and all of its outstanding $300,000,000
aggregate principal amount of 3.875% Senior Notes due 2022 (CUSIP
No. 26441YAW7) (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”), 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 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 $1,065.00 (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. The Operating Partnership expects
the Payment Date to occur on June 29, 2020 and the Guaranteed
Delivery Payment Date to occur on July 1, 2020.
The Offer will expire at 5:00 p.m., New York
City time, on June 26, 2020 (such time and date, as it may be
extended, the “Expiration Time”), unless extended or earlier
terminated by the Operating Partnership. 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withdrawn at any time at or before the Expiration Time by following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.
The Operating Partnership’s 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validly withdrawn pursuant to the Offer is subject to the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 the Operation Partnership’s discretion,
of certain conditions, which are more fully described in the Offer
to Purchase, including, among others, the Operating Partnership’s
receipt of aggregate proceeds (before underwriter’s discounts and
commissions and other offering expenses) of at least $300 million
from an offering of new senior notes commenced today, on terms
satisfactory to the Operating Partnership. 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.
The Operating Partnership has retained D.F. King
& Co., Inc., as the tender agent and information agent for the
Offer. The Operating Partnership has retained Citigroup Global
Markets Inc. (“Citigroup”) and J.P. Morgan Securities LLC (“J.P.
Morgan”) as the dealer managers (the “Dealer Managers”) 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), (800)
581-3783 (all others), or dre@dfking.com. Copies of the Offer to
Purchase 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 Citigroup at (800)
558-3745 (U.S. toll-free) or (212) 723-6106 (collect) or J.P.
Morgan at (800) 834-4666 (toll-free) or (212) 834-2042
(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.
About Duke Realty
Corporation
Duke Realty Corporation owns and operates
approximately 156 million rentable square feet of industrial assets
in 20 major U.S. logistics markets. Duke Realty Corporation
is publicly traded on the NYSE under the symbol DRE and is included
in the S&P 500 Index.
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 company’s 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, although not
all forward-looking statements may contain such words.
Forward-looking statements are not guarantees of future events or
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
company’s 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 company’s
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 company’s common stock; (xii) the reduction in the
company’s 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 and
trade wars; (xv) the effects of natural disasters, including the
current pandemic caused by COVID-19, as well as floods, droughts,
wind, tornados, 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
company's filings with the Securities and Exchange
Commission. The company refers you to the section entitled
“Risk Factors” contained in the company's Annual Report on Form
10-K for the year ended December 31, 2019 and the company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
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.
Contact
Information:
Investors:Ron Hubbard317.808.6060
Media:Helen McCarthy317.708.8010
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