SOURCE: Duke Realty Corporation

Duke Realty Corporation

March 24, 2010 07:00 ET

Duke Realty Corporation Announces Debt Tender Offers

INDIANAPOLIS, IN--(Marketwire - March 24, 2010) -  Duke Realty Corporation (NYSE: DRE), a leading industrial and office property REIT, announced today that its operating partnership, Duke Realty Limited Partnership (the "Operating Partnership"), has commenced cash tender offers to purchase a portion of its outstanding notes as described below. The terms and conditions of the tender offers are described in the Operating Partnership's offer to purchase dated March 24, 2010 (the "Offer to Purchase") and related Letter of Transmittal.

The Tender Offers
Upon the terms and subject to the conditions described in the Offer to Purchase, the Letter of Transmittal and any amendments or supplements to the foregoing, the Operating Partnership is offering to purchase for cash

(1) any and all of its 6.95% Senior Notes due 2011 (the "Any and All Notes"); and
(2) up to the maximum aggregate principal amount of its 5.625% Senior Notes due 2011 (the "5.625% Notes"), and 6.25% Senior Notes due 2013 (the "6.25% Notes" and, together with the 5.625% Notes, the "Maximum Tender Offer Notes") that the Operating Partnership can purchase for $250,000,000 (excluding accrued interest) less the payment amount (excluding accrued interest) of the Any and All Notes repurchased in the Any and All Tender Offer (the "Maximum Payment Amount"), subject to increase in the Operating Partnership's sole discretion, provided that the purchase of the 6.25% Notes will be subject to an aggregate purchase sublimit of $50,000,000 principal amount (subject to increase in the Operating Partnership's sole discretion),

in each case at a purchase price per $1,000 principal amount as set forth in the table below.

The Operating Partnership refers to its offer to purchase the Any and All Notes as the "Any and All Tender Offer," its offer to purchase the Maximum Tender Offer Notes as the "Maximum Tender Offer" and both offers, collectively, as the "Tender Offers."

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on March 31, 2010 (the "Any and All Expiration Date"), and the Maximum Tender Offer will expire at 11:59 p.m., New York City time, on April 20, 2010 (the "Maximum Tender Offer Expiration Date"), in each case unless extended or earlier terminated.

The following table sets forth some of the terms of the Tender Offers:

Title of Notes CUSIP Number Principal Amount Outstanding Acceptance Priority Level Tender Offer Consideration(1) Early Tender Premium(1) Total Consideration (1)(2)
Any and All Tender Offer:                    
  6.95% Senior Notes due 2011 26441YAD9 $ 108,873,000 N/A $ 1,055.00   N/A   N/A
Maximum Tender Offer                    
  5.625% Senior Notes due 2011 26441YAL1   218,347,000 1   1,017.50 $ 30.00 $ 1,047.50
  6.25% Senior Notes due 2013 26441YAR8   325,000,000 2   1,037.50   30.00   1,067.50
                     
                     
                     

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(1) Per $1,000 principal amount of Notes tendered.
(2) Includes Early Tender Premium.

The consideration for each $1,000 principal amount of each series of securities validly tendered and accepted for purchase pursuant to the Tender Offers will be the applicable consideration for such series of securities set forth in the table above (with respect to each series, the "Tender Offer Consideration"). Holders of Any and All Notes that are validly tendered at or prior to the Any and All Notes Expiration Date and are accepted for purchase will receive the applicable Tender Offer Consideration. Holders of Maximum Tender Offer Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on April 6, 2010 (as it may be extended, the "Early Tender Date") and accepted for purchase will receive the Tender Offer Consideration for such series, plus the applicable early tender premium set forth in the table above (the "Early Tender Premium" and, together with the Tender Offer Consideration, the "Total Consideration"). Holders of Maximum Tender Offer Notes tendered after the Early Tender Date but before the Maximum Tender Offer Expiration Date and accepted for purchase will receive the applicable Tender Offer Consideration, but not the Early Tender Premium.

Payments for securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of securities up to, but not including, the applicable settlement date. The settlement dates are expected to be one business day following the expiration date of the applicable Tender Offers.

The amount of Maximum Tender Offer Notes that are purchased in the Maximum Tender Offer will be determined in accordance with the priorities identified in the column "Acceptance Priority Level" as set forth in the table above. If the aggregate Total Consideration and Tender Offer Consideration with respect to all Maximum Tender Offer Notes that are validly tendered exceeds the Maximum Payment Amount, the Maximum Tender Offer Notes will be purchased in accordance with the acceptance priority level (in numerical priority order) as set forth in the table above.

Maximum Tender Offer Notes may not be withdrawn from the Maximum Tender Offer after 5:00 p.m., New York City time, on April 6, 2010 and Any and All Notes may not be withdrawn from the Any and All Tender Offer, unless, in either case, the Operating Partnership (x) amends the terms of the applicable Tender Offer to (i) decrease the amount of the applicable Total Consideration or the Tender Offer Consideration or (ii) decrease the applicable maximum aggregate amount of Notes it is seeking to repurchase or (y) is otherwise required by law to permit withdrawal, in which case withdrawal rights will be extended as the Operating Partnership determines appropriate to allow tendering Holders a reasonable opportunity to respond to such amendment, or as otherwise required by law. In the event of a termination of a Tender Offer, the securities tendered pursuant to that Tender Offer will be promptly returned.

The Operating Partnership's obligation to accept for payment and to pay for the securities in any of the Tender Offers is subject to the satisfaction or waiver of a number of conditions including the Operating Partnership's ability to consummate an offering of senior notes in an amount and on terms reasonably satisfactory to the Operating Partnership. The Tender Offers are not, however, conditioned on any minimum amount of securities being tendered.

The complete terms and conditions of the tender offers are set forth in the Offer to Purchase and Letter of Transmittal. Holders are urged to read the Tender Offer documents carefully before making any decision with respect to the Tender Offer. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from D.F. King & Co., Inc., the Information Agent for the Tender Offer, at (800) 848-3416 (toll-free) or (212) 269-5550 (collect). Questions regarding the Tender Offer may be directed to Wells Fargo Securities, dealer manager for the Tender Offers, at (866) 309-6316 (toll-free) or (704) 715-8341 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell any of the securities. The Operating Partnership is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Tender Offer is not being made 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. None of the Operating Partnership, Duke Realty Corporation, the Depositary and Information Agent, the Dealer Manager or the trustee with respect to the securities, or any of our or their respective affiliates, makes any recommendation as to whether Holders should tender or refrain from tendering, all or any portion of their securities in response to the applicable Tender Offer. 

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, projected financing sources, future transactions with joint venture partners, 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. Forward-looking statements are not guarantees of future 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, including the current economic environment; (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) increases in operating costs; (x) changes in the dividend policy for the company's common stock; (xi) the reduction in the company's income in the event of multiple lease terminations by tenants; and (xii) impairment charges. 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, 2009. 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.

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