SOURCE: Duke Realty Corporation

Duke Realty Corporation

March 19, 2015 08:55 ET

Duke Realty Announces Debt Tender Offer for a Combined Aggregate Purchase Price of $500 Million

INDIANAPOLIS, IN--(Marketwired - Mar 19, 2015) - Duke Realty Corporation (NYSE: DRE), a leading industrial and medical office property REIT, announced today that its operating partnership, Duke Realty Limited Partnership ("Duke Realty"), has commenced a tender offer (the "Tender Offer") to purchase for a combined aggregate purchase price (exclusive of accrued and unpaid interest) of up to $500,000,000 (the "Maximum Tender Amount") its 8.25% Senior Notes due 2019 (CUSIP No.: 26441YAT4) (the "2019 Notes"), its 5.95% Senior Notes due 2017 (CUSIP No.: 26441YAM9) (the "2017 Notes"), its 6.75% Senior Notes due 2020 (CUSIP No.: 26441YAU1) (the "2020 Notes"), its 6.50% Senior Notes due 2018 (CUSIP No.: 26441YAQ0) (the "2018 Notes") and its 4.375% Senior Notes due 2022 (CUSIP No.: 26441YAV9) (the "2022 Notes"). The 2019 Notes, the 2017 Notes, the 2020 Notes, the 2018 Notes and the 2022 Notes are referred to collectively as the "Securities." The Offer is open to all holders (individually, a "Holder," collectively, the "Holders") of the Securities.

The amount of a series of Securities that is purchased in the Offer on any Settlement Date (as defined herein) will be subject to the Maximum Tender Amount and with respect to the 2017 Notes, the 2017 Tender Cap (as defined below) and based on the order of priority (each an "Acceptance Priority Level") for such series, as set forth in the table below. No more than $175,000,000 aggregate principal amount of the 2017 Notes, which has an Acceptance Priority Level 2, will be purchased in the Offer (such aggregate principal amount, the "2017 Tender Cap").

The following table sets forth certain terms of the Tender Offer:

                                     
                                     
Title of
Security
 
 
 
 
 
CUSIP
Number
 
 
 
 
 
Principal Amount
Outstanding
 
 
 
 
 
Tender Cap  
 
 
 
 
Acceptance
Priority
Level
 
 
 
 
 
Reference U.S.
Treasury Security
 
 
 
 
 
Bloomberg
Reference
Page(1)
 
 
 
 
 
Early
Tender
Premium
(per
$1,000)
 
 
 
 
 
Fixed
Spread
(basis
points)
 
 
 
 
 
Hypothetical
Total
Consideration
(per $1,000)
(2)(3)(4)
 8.25% Senior Notes due 2019   26441YAT4   $250,000,000   N/A   1   1.375% due 2/29/2020   FIT1   $30.00   60   $1,259.05
 5.95% Senior Notes due 2017   26441YAM9   $450,000,000   $175,000,000   2   0.50% due 2/28/2017   FIT1   $30.00   40   $1,091.99
 6.75% Senior Notes due 2020   26441YAU1   $250,000,000   N/A   3   1.375% due 2/29/2020   FIT1   $30.00   80   $1,211.18
 6.50% Senior Notes due 2018   26441YAQ0   $300,000,000   N/A   4   1.00% due 3/15/2018   FIT1   $30.00   55   $1,136.10
 4.375% Senior Notes due 2022   26441YAV9   $300,000,000   N/A   5   2.00% due 2/15/2025   FIT1   $30.00   100   $1,089.01
                                     
(1)  The applicable page on Bloomberg from which the Dealer Managers will quote the bid-side prices of the applicable Reference U.S. Treasury Security.
   
(2) Hypothetical Total Consideration as of 3:00 p.m., New York City time, on March 18, 2015 and assuming an Early Settlement Date of April 3, 2015.
   
(3) The hypothetical Total Consideration for the 2022 Notes is calculated based on a yield to the optional redemption date of March 15, 2022 using a redemption price of 100.000% of the principal amount of the 2022 Notes.
   
(4) Inclusive of the Early Tender Premium.
   
   

The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase, dated March 19, 2015, and the related Letter of Transmittal. The Tender Offer will expire at 11:59 pm, New York City time, on April 15, 2015, unless extended or earlier terminated by Duke Realty (as the same may be extended, the "Expiration Date"). Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 1, 2015, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

The consideration to be paid in the Tender Offer for each series of Securities that are validly tendered on or prior to the Early Tender Date (as defined below) and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury Security each as specified in the table above (the "Total Consideration"). Holders of Securities that are validly tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on April 1, 2015 (the "Early Tender Date") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Securities accepted for purchase (the "Early Tender Premium"). Holders of Securities who validly tender their Securities following the Early Tender Date and on or prior to the Expiration Date will only receive the applicable "Tender Offer Consideration" per $1,000 principal amount of any such Securities tendered by such holders that are accepted for purchase, which is an amount equal to the applicable Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 2:00 p.m., New York City time, on April 2, 2015 (as such date may be extended, the "Tender Offer Price Determination Date"), unless extended by Duke Realty.

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 for such Securities accepted for purchase. The settlement date for Securities that are validly tendered on or prior to the Early Tender Date is expected to be April 3, 2015, one business day following the scheduled Tender Offer Price Determination Date (the "Early Settlement Date"). The settlement date for the Securities that are tendered following the Early Tender Date but on or prior to the Expiration Date is expected to be April 16, 2015, one business day following the scheduled Expiration Date (the "Final Settlement Date"), assuming the Maximum Tender Amount is not purchased on the Early Settlement Date.

Subject to the Maximum Tender Amount and the 2017 Tender Cap, all Securities validly tendered and not validly withdrawn on or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any tendered Securities having a lower Acceptance Priority Level, and all Securities validly tendered after the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Securities tendered after the Early Tender Date having a lower Acceptance Priority Level. However, even if the Tender Offer is not fully subscribed as of the Early Tender Date, subject to the Maximum Tender Amount and the 2017 Tender Cap, Securities validly tendered and not validly withdrawn on or before the Early Tender Date will be accepted for purchase in priority to other Securities tendered after the Early Tender Date even if such Securities tendered after the Early Tender Date have a higher Acceptance Priority Level than Securities tendered prior to the Early Tender Date.

Securities of a series may be subject to proration if the aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded or, with respect to the 2017 Notes, is greater than the 2017 Tender Cap. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Date, holders who validly tender Securities following the Early Tender Date will not have any of their Securities accepted for payment.

Duke Realty's obligation to accept for payment and to pay for the Securities validly tendered in the Tender Offer is subject to the satisfaction or waiver of the condition that Duke Realty must have completed the previously announced sale of its right, title and interest in a multi-city suburban office portfolio and have received the proceeds from such sale (the "Asset Sale Condition") and a number of general conditions described in the Offer to Purchase. Duke Realty reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Tender Offer; (ii) extend or terminate the Tender Offer; (iii) increase or decrease the Maximum Tender Amount and/or increase, decrease or eliminate the 2017 Tender Cap; or (iv) otherwise amend the Tender Offer in any respect.

J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as Dealer Managers for the Tender Offer. The Information Agent and Tender Agent for the Tender Offer is D.F. King & Co., Inc. Copies of the Offer to Purchase, Letter of Transmittal and related offering materials are available by contacting the Information Agent at (866) 796-7184 (U.S. toll-free) and (212) 269-5550 (banks and brokers) or dre@dfking.com. Questions regarding the Tender Offer should be directed to J.P. Morgan Securities LLC at (800) 834-4666 (toll-free) or (212) 834-4811 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect). This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and related Letter of Transmittal and only in such jurisdictions as is permitted under applicable law.

About Duke Realty Corporation

Duke Realty Corporation owns, maintains an interest in or has under development approximately 153.2 million rentable square feet of industrial and office assets, including medical office, in 22 major U.S. metropolitan areas. Duke Realty Corporation is publicly traded on the NYSE under the symbol DRE and is listed on the S&P MidCap 400 Index. More information about Duke Realty Corporation is available at www.dukerealty.com

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. 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) the Asset Sale Condition may not be satisfied prior to the Early Tender Date, the Expiration Date or at all, (ii) general adverse economic and local real estate conditions; (iii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; (iv) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms, if at all; (v) the company's ability to raise capital by selling its assets; (vi) changes in governmental laws and regulations; (vii) the level and volatility of interest rates and foreign currency exchange rates; (viii) valuation of joint venture investments, (ix) valuation of marketable securities and other investments; (x) valuation of real estate; (xi) increases in operating costs; (xii) changes in the dividend policy for the company's common stock; (xiii) the reduction in the company's income in the event of multiple lease terminations by tenants; (xiv) impairment charges, (xv) the effects of geopolitical instability and risks such as terrorist attacks; (xvi) the effects of weather and natural disasters such as floods, droughts, wind, tornados and hurricanes; and (xvii) the effect of any damage to our reputation resulting from developments relating to any of items (ii) - (x). 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, 2014. 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

  • Contact Information:

    Investors:
    Ron Hubbard
    317.808.6060

    Media:
    Helen McCarthy
    317.808.8010