Contact Information: Contact Information: Media: Jim Bremner 317.808.6920 jim.bremner@dukerealty.com Investors: Randy Henry 317.808.6060 randy.henry@dukerealty.com
Duke Realty Corporation Announces Expiration and Final Results of Its Any and All Tender Offer, Early Tender Date Results for Its 6.95% Senior Notes Due 2011 and Termination of Its Tender Offer for Other Series of Notes
| Source: Duke Realty Corporation
INDIANAPOLIS, IN--(Marketwire - September 14, 2009) - Duke Realty Corporation (NYSE : DRE ), a
leading industrial and office property REIT, announced today the expiration
and final results of the offer by its operating partnership, Duke Realty
Limited Partnership (the "Operating Partnership"), to purchase any and all
of its 7.75% Senior Notes due 2009 (the "7.75% Notes") and 5.25% Senior
Notes due 2010 (the "5.25% Notes" and, together with the 7.75% Notes, the
"Any and All Notes"). The Operating Partnership refers to its offer to
purchase the Any and All Notes as the "Any and All Tender Offer."
As of 5:00 p.m., New York City time, on September 11, 2009, the expiration
date for the Any and All Tender Offer, the aggregate principal amount of
7.75% Notes tendered in the Any and All Tender Offer was $39,299,000,
representing 32.36% of the $121,440,000 aggregate principal amount of 7.75%
Notes outstanding and the aggregate principal amount of 5.25% Notes
tendered in the Any and All Tender Offer was $57,879,000, representing
36.70% of the $157,728,000 aggregate principal amount of 5.25% Notes
outstanding. All of the Any and All Notes that were tendered have been
accepted for payment, with settlement occurring earlier today. The holders
of the 7.75% Notes that were accepted for purchase received the tender
offer consideration of $1,010.55 per $1,000 principal amount of 7.75%
Notes, plus accrued and unpaid interest from and including the last
interest payment date (May 15, 2009) to, but not including, today. The
holders of the 5.25% Notes that were accepted for purchase received the
tender offer consideration of $1,012.50 per $1,000 principal amount of
5.25% Notes, plus accrued and unpaid interest from and including the last
interest payment date (July 15, 2009) to, but not including, today.
The Any and All Tender Offer was made pursuant to an offer to purchase
dated August 31, 2009 (the "Offer to Purchase"), which set forth a complete
description of the terms of the Any and All Tender Offer.
Also described in the Offer to Purchase is an offer by the Operating
Partnership to purchase up to the maximum aggregate principal amount of its
6.95% Senior Notes due 2011 (the "6.95% Notes"), 5.625% Senior Notes due
2011 (the "5.625% Notes"), 5.875% Senior Notes due 2012 (the "5.875%
Notes") and 5.45% Senior Notes due 2012 (the "5.45% Notes") that the
Operating Partnership can purchase for $50,000,000 (excluding accrued
interest and subject to increase in the Operating Partnership's sole
discretion, the "Maximum Payment Amount"). The Operating Partnership refers
to its offer to purchase the Maximum Tender Offer Notes as the "Maximum
Tender Offer." The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on September 28, 2009 (the "Maximum Tender Offer Expiration
Date"), unless extended or earlier terminated.
Duke Realty also announced that it has received tenders of 6.95% Notes
representing aggregate tender offer consideration (excluding accrued
interest) in excess of the $50,000,000 Maximum Payment Amount as of 5:00
p.m., New York City time, on September 14, 2009, the withdrawal deadline
for the Maximum Tender Offer. Because the aggregate tender offer
consideration (excluding accrued interest) with respect to the 6.95% Notes
tendered exceeds the Maximum Payment Amount, the 6.95% Notes validly
tendered at or prior to 11:59 p.m., New York City time, on September 28,
2009, Maximum Tender Offer Expiration Date, will, if accepted for purchase,
be purchased on a pro rata basis as described in the Offer to Purchase.
Holders of 6.95% Notes tendering after, 5:00 p.m., New York City time, on
September 14, 2009, will not be entitled to receive the early tender
premium described in the Offer to Purchase. The proration factor for the
6.95% Notes cannot be determined until the Maximum Tender Offer Expiration
Date.
Because the 6.95% Notes have a purchase acceptance priority over the 5.625%
Notes, the 5.875% Notes and the 5.45% Notes in the Maximum Tender Offer and
the aggregate tender offer consideration (excluding accrued interest) with
respect to the 6.95% Notes tendered exceeds the Maximum Payment Amount, the
Operating Partnership has terminated the tender offer with respect to the
5.625% Notes, the 5.875% Notes and the 5.45% Notes. Any 5.625% Notes,
5.875% Notes and 5.45% Notes previously tendered will be promptly returned
to the tendering parties, and no 5.625% Notes, 5.875% Notes or 5.45% Notes
will be accepted for purchase.
The complete terms and conditions of the Maximum Tender Offer 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 Maximum 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 offers, at (800) 848-3416 (toll-free) or
(212) 269-5550 (collect). Questions regarding the tender offers 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 offers only by, and pursuant to the terms of, the Offer to
Purchase and the related Letter of Transmittal. The tender offers are 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 tender offers.
About Duke Realty Corporation
Duke Realty Corporation owns and operates approximately 136 million
rentable square feet of Industrial and office space in 20 U.S. cities. 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 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, 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 recession; (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,
2008. 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.