DUKE REALTY CORPORATION (an Indiana Corporation) DUKE REALTY LIMITED PARTNERSHIP (an Indiana Limited Partnership) $250,000,000 3.625% Senior Notes due April 15, 2023 TERMSAGREEMENT
Exhibit 1.1
Execution Version
DUKE REALTY CORPORATION
(an Indiana Corporation)
DUKE REALTY LIMITED PARTNERSHIP
(an Indiana Limited Partnership)
$250,000,000 3.625% Senior Notes due April 15, 2023
TERMS AGREEMENT
Dated: March 12, 2013
To: | Duke Realty Corporation |
Duke Realty Limited Partnership
600 East 96th Street, Suite 100
Indianapolis, IN 46240
Attention: Ms. Christie B. Kelly
Ladies and Gentlemen:
Each of Barclays Capital Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each, a Representative and together, the Representatives) understands that Duke Realty Limited Partnership, an Indiana limited partnership (the Operating Partnership), proposes to issue and sell $250,000,000 aggregate principal amount of its 3.625% Senior Notes due April 15, 2023 (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, severally and not jointly, the respective numbers of the Underwritten Securities set forth below opposite their respective names at the purchase price set forth below.
Underwriters | Principal Amount of Underwritten Securities | |||
Barclays Capital Inc. | $ | 49,625,000 | ||
J.P. Morgan Securities LLC | $ | 49,625,000 | ||
RBC Capital Markets, LLC | $ | 49,625,000 | ||
Wells Fargo Securities, LLC | $ | 49,875,000 | ||
Scotia Capital (USA) Inc. | $ | 10,625,000 | ||
Regions Securities LLC | $ | 10,625,000 | ||
Credit Suisse Securities (USA) LLC | $ | 7,500,000 | ||
PNC Capital Markets LLC | $ | 7,500,000 | ||
SunTrust Robinson Humphrey, Inc. | $ | 7,500,000 | ||
U.S. Bancorp Investments, Inc. | $ | 7,500,000 | ||
Total | ||||
$ | 250,000,000 | |||
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The Underwritten Securities shall have the following terms:
Title of securities: 3.625% Senior Notes due April 15, 2023.
Currency: U.S. Dollars.
Principal amount to be issued: $250,000,000.
Interest rate: 3.625% per annum.
Interest payment dates: April 15 and October 15, beginning on October 15, 2013.
Stated maturity date: April 15, 2023.
Redemption or repayment provisions: The Underwritten Securities shall be redeemable by the Operating Partnership, in whole or in part, (1) at any time until January 15, 2023, at a redemption price equal to the principal amount of the Underwritten Securities being redeemed plus the Make-Whole Amount, and (2) on or after January 15, 2023, at a redemption price equal to the principal amount of the Underwritten Securities being redeemed without any payment of a Make-Whole Amount, plus, in each case, accrued and unpaid interest, on the terms set forth in the Indenture, dated as of July 28, 2006, between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association), as trustee (the Trustee), and the Tenth Supplemental Indenture, to be dated as of March 15, 2013, between the Operating Partnership and the Trustee (the Indenture).
Delayed Delivery Contracts: Not authorized.
Public offering price: 99.179% of the principal amount.
Underwriting discount: 0.650% of the principal amount.
Underwriters purchase price: 98.529% of the principal amount.
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Net proceeds to the Company: $246,322,500.
Lock-Up: All references to the period of 90 days from the date of the applicable Terms Agreement in Section 3(o) of the Underwriting Agreement referenced below shall be deemed to be replaced with references to the period from the date of the applicable Terms Agreement through the applicable Closing Date.
Other terms: The Underwritten Securities shall be in the form of Exhibit A to the Indenture.
Except as expressly provided herein, all the provisions contained in the document attached as Annex A hereto entitled Duke Realty Corporation and Duke Realty Limited Partnership Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts, Duke Units and Debt Securities Underwriting Agreement, dated January 10, 2013, 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. The Applicable Time for purposes of this Terms Agreement was 3:15 p.m. (New York City time) on March 12, 2013. Notices to the Underwriters shall be directed to Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, NC 28202, Attention: Transaction Management, Facsimile: 704 ###-###-####; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration, Facsimile No.:  ###-###-####; J.P. Morgan Securities LLC at J.P. Morgan Securities LLC 383 Madison Avenue, New York, New York 10179, Attn: High Grade Syndicate Desk, Tel: 212 ###-###-####, Fax: 212 ###-###-####; and RBC Capital Markets, LLC, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, New York 10281, Attention: Transaction Management Group/Scott Primrose, Facsimile No.: 1 ###-###-####.
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Very truly yours, | ||||
BARCLAYS CAPITAL INC. | ||||
By: | /s/ Kenneth Chang | |||
Name: | Kenneth Chang | |||
Title: | Managing Director | |||
J.P. MORGAN SECURITIES LLC | ||||
By: | /s/ Maria Sramek | |||
Name: | Maria Sramek | |||
Title: | Executive Director | |||
RBC CAPITAL MARKETS, LLC | ||||
By: | /s/ Scott G. Primrose | |||
Name: | Scott G. Primrose | |||
Title: | Authorized Signatory | |||
WELLS FARGO SECURITIES, LLC | ||||
By: | /s/ Carolyn Hurley | |||
Name: | Carolyn Hurley | |||
Title: | Director |
SIGNATURE PAGE TO THE TERMS AGREEMENT
Accepted: | ||||
DUKE REALTY CORPORATION | ||||
By: | /s/ Christie B. Kelly | |||
Name: | Christie B. Kelly | |||
Title: | Executive Vice President and Chief Financial Officer | |||
DUKE REALTY LIMITED PARTNERSHIP | ||||
By: | Duke Realty Corporation, its sole General Partner | |||
By: | /s/ Christie B. Kelly | |||
Name: | Christie B. Kelly | |||
Title: | Executive Vice President and Chief Financial Officer |
SIGNATURE PAGE TO THE TERMS AGREEMENT