Terms Agreement for 3,000,000 Depositary Shares of 8.45% Series I Cumulative Redeemable Preferred Shares between Duke-Weeks Realty Corporation and Underwriters

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Summary

Duke-Weeks Realty Corporation has entered into an agreement with several underwriters, led by Merrill Lynch, to sell 3,000,000 depositary shares, each representing one-tenth of an 8.45% Series I Cumulative Redeemable Preferred Share. The shares are offered at $25.00 each, with cumulative dividends and specific voting rights if dividends are in arrears. The agreement outlines purchase terms, redemption rights, and other key conditions. The transaction is set to close on February 1, 2001, and incorporates terms from a referenced underwriting agreement.

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EX-1.2 3 a2036684zex-1_2.txt TERMS AGREEMENT EXHIBIT 1.2 DUKE-WEEKS REALTY CORPORATION (AN INDIANA CORPORATION) 3,000,000 DEPOSITARY SHARES EACH REPRESENTING 1/10 OF A 8.45% SERIES I CUMULATIVE REDEEMABLE PREFERRED SHARE (PAR VALUE $0.01 PER SHARE) (LIQUIDATION PREFERENCE EQUIVALENT TO $25.00 PER DEPOSITARY SHARE) TERMS AGREEMENT Dated: January 29, 2001 To: Duke-Weeks Realty Corporation 600 East 96th Street, Suite 100 Indianapolis, IN 46240 Attention: Chairman of the Board of Directors Ladies and Gentlemen: We understand that Duke-Weeks Realty Corporation, an Indiana corporation (the "Company"), proposes to issue and sell 3,000,000 depositary shares (the "Depositary Shares") each representing 1/10 of a 8.45% Series I Cumulative Redeemable Preferred Share, par value $0.01 (collectively, the "Series I Preferred Shares"), of the Company (such Depositary Shares being collectively hereinafter referred to as the "Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase the Initial Securities (as defined in the Underwriting Agreement referred to below) and the Option Securities (as defined in the Underwriting Agreement referred to below) to the extent any are purchased, at the purchase price set forth below.
Number of Shares of Initial Underwriter Underwritten Securities ----------- ----------------------- Merrill Lynch, Pierce, Fenner & Smith 892,000 Incorporated A.G. Edwards & Sons, Inc. 892,000 UBS Warburg LLC 892,000 Dain Rauscher Incorporated 36,000 First Union Securities, Inc. 36,000 Fleet Securities, Inc. 36,000 Legg Mason Wood Walker, Incorporated 36,000 McDonald Investments Inc., A KeyCorp Company 36,000 Raymond James & Associates, Inc. 36,000 The Robinson-Humphrey Company, LLC 36,000 Southwest Securities, Inc. 36,000 U.S. Bancorp Piper Jaffray Inc. 36,000
The Underwritten Securities shall have the following terms:
Title of securities: Depositary Shares each representing 1/10 of a 8.45% Series I Cumulative Redeemable Preferred Share (Par Value $0.01 Per Share) (Liquidation Preference Equivalent to $25.00 Per Depositary Share). Number of shares: 3,000,000 Public offering price per share: $25.00, plus accumulated dividends, if any, from the date of original issue. Purchase price per share: $24.2125 Number of Option Securities, if any, that 450,000 may be purchased by the Underwriters: Dividend rate: Cumulative dividends in the amount of 8.45% of the liquidation preference per annum (equivalent to $2.1125 per annum per Depositary Share); payable quarterly on or about the last day of each March, June, September and December of each year. Voting and other rights: If distributions on the Series I Preferred Shares are in arrears for six or more quarterly periods, whether or not consecutive, holders of the Underwritten Securities (voting separately as a class with all other series of preferred shares upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Directors to serve on the Board of Directors of the
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Company until all distribution arrearages are paid. Additional co-managers: A.G. Edwards & Sons, Inc., UBS Warburg LLC Liquidation preference: $25.00 per Depositary Share. Ranking: The Underwritten Securities will rank PARI PASSU with any other preferred shares (except the Series C Junior Preferred Stock to which the Underwritten Securities rank senior) and will rank senior to the Common Stock of the Company and any other shares of the Company ranking junior to the Series I Preferred Shares. Conversion provision: The Series I Preferred Shares are not convertible or exchangeable for any other property or securities of the Company. Redemption provisions: The Depositary Shares may be redeemed, in whole or in part at the option of the Company, as of February 1, 2006, solely from the proceeds of an offering of the Company's capital shares, at a redemption price of $25.00 per Depositary Share, plus accrued and unpaid distributions thereon to the date fixed for redemption, without interest. Sinking fund provisions: None Closing time, date and location: February 1, 2001, 10:00 a.m., New York City Time, Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166 Other Terms: Sections 3(o) and 5(h) of the Underwriting Agreement are inapplicable to this transaction.
All the provisions contained in the document attached as Annex A hereto entitled "Duke-Weeks Realty Corporation and Duke-Weeks Realty Limited Partnership -- Common Stock, Preferred Stock, Depositary Shares and Debt Securities - Underwriting Agreement" are incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. 3 Please accept this offer no later than 5 o'clock P.M. (New York City time) on January 29, 2001 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Scott G. Eisen ------------------------------------- For Themselves and as Representatives of the other named underwriters Name: Title: Accepted: DUKE-WEEKS REALTY CORPORATION By: /s/ Dennis D. Oklak -------------------------- Name: Title: DUKE-WEEKS REALTY LIMITED PARTNERSHIP By: DUKE-WEEKS REALTY CORPORATION General Partner By: /s/ Dennis D. Oklak -------------------------- Name: Title: 4