DRE Duke Realty Corporation

As previously announced, on June 22, 2020, 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 November 5, 2019, attached as Annex A thereto and made a part thereof, the “Terms Agreement”) with each of Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, on behalf of the underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Operating Partnership $350 million aggregate principal amount of the Operating Partnership’s 1.750% Senior Notes due 2030 (the “Notes”). The Terms Agreement was previously filed as Exhibit 1.1 to the Operating Partnership and the Company’s combined Current Report on Form filed on June 23, 2020. The issuance and sale of the Notes was completed on June 29, 2020. The Operating Partnership intends to use the net proceeds from the issuance and sale of the Notes to purchase notes that are tendered pursuant to its previously announced Tender Offer (defined below) for its 3.875% Senior Notes due 2022. Any remaining net proceeds from the issuance and sale of the Notes will be used for general corporate purposes, including to repay borrowings outstanding on our unsecured senior line of credit. In the short term, the net proceeds may be held in cash and cash equivalents.

The Notes were registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Operating Partnership’s automatic shelf registration statement on Form (File No. (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 23, 2020 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, 2018, contained in the Registration Statement.

A copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form (this “Report”), and the information in the Supplemental Indenture is incorporated into this Item 1.01 by this reference. The Indenture was previously filed with the Commission on July 31, 2006 as Exhibit 4.1 to the Operating Partnership’s prior registration statement on Form (File No. The above description of the terms of the Supplemental Indenture is qualified in its entirety by reference to the Indenture and the Supplemental Indenture incorporated by reference into this Report.