Duke Realty Corporation Announces Results to Date for the Maximum Tender Offer


INDIANAPOLIS, IN--(Marketwire - April 7, 2010) -  Duke Realty Corporation (NYSE: DRE), a leading industrial and office property REIT, announced today the preliminary results of the offer by its operating partnership, Duke Realty Limited Partnership (the "Operating Partnership"), to purchase its 5.625% Senior Notes due 2011 (the "5.625% Notes") and its 6.25% Senior Notes due 2013 (the "6.25% Notes" and together with the 5.625% Notes, the "Maximum Tender Offer Notes"). The Operating Partnership refers to its offer to purchase the Maximum Tender Offer Notes as the "Maximum Tender Offer" which is being made pursuant to an offer to purchase dated March 24, 2010 (the "Offer to Purchase").

The maximum payment amount for the Maximum Tender Offer is $180,001,805. As of 5:00 p.m., New York City time, on April 6, 2010 (the "Early Tender Date"), $203,745,000 in aggregate principal amount of Maximum Tender Offer Notes were validly tendered and not validly withdrawn, as more fully set forth in the table below. 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 below. Also, as noted in the table below, as of 5:00 p.m., New York City time, on April 6, 2010, the Operating Partnership had received tenders of the 6.25% Notes representing an aggregate principal amount in excess of the Level 2 Sublimit. Accordingly, the proration mechanics described in the Offer to Purchase will apply to the 6.25% Notes. 

Title of Notes   CUSIP Number   Principal Amount Outstanding   Principal Amount Tendered   Acceptance
Priority
Level
Maximum Tender Offer                
  5.625% Senior Notes due 2011   26441YAL1   $218,347,000   $95,744,000   1
  6.25% Senior Notes due 2013(1)   26441YAR8     325,000,000   108,001,000   2

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 (1) Purchase of the 6.25% Notes will be subject to an aggregate purchase sublimit of $50,000,000 principal amount, unless increased in the Operating Partnership's sole discretion (the "Level 2 Sublimit").

Maximum Tender Offer Notes tendered prior to the Early Tender Date can no longer be withdrawn. Holders of Maximum Tender Offer Notes tendering after the Early Tender Date will not be entitled to receive the early tender premium described in the Offer to Purchase. 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"), unless extended or earlier terminated. The settlement date for the Maximum Tender Offer is expected to be one business day following the Maximum Tender Offer Expiration Date.

The complete terms and conditions of the Maximum Tender Offer are set forth in the Offer to Purchase and the related 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 depositary and information agent for the tender offers (the "Depositary and Information Agent"), 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 (the "Dealer Manager"), 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.

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.

Contact Information:

Contact Information:
Media:
Jim Bremner
317.808.6920
jim.bremner@dukerealty.com
Investors:

Randy Henry
317.808.6060
randy.henry@dukerealty.com