Current Report Filing (8-k)
April 30 2018 - 6:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 30, 2018
DUKE REALTY CORPORATION
DUKE REALTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Duke Realty Corporation:
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Indiana
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1-9044
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35-1740409
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(State of
Formation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Duke Realty Limited Partnership:
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Indiana
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0-20625
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35-1898425
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(State of
Formation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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600 East 96th Street
Suite 100
Indianapolis,
IN 46240
(Address of Principal Executive Offices, Zip Code)
Registrants telephone number, including area code: (317)
808-6000
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On August 9, 2016, Duke Realty Corporation, an Indiana corporation (the Company), and Duke Realty Limited Partnership, an
Indiana limited partnership (the Operating Partnership), of which the Company is the sole general partner, entered into an Equity Distribution Agreement (the Equity Distribution Agreement) with Barclays Capital Inc., BB&T
Capital Markets, a division of BB&T Securities, LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC, as sales agents and/or principals (the
Agents). A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 to the combined Current Report on Form
8-K
filed by the Company and the Operating Partnership on August 9,
2016. Under the terms of the Equity Distribution Agreement, the Company may sell shares of its common stock, $0.01 par value per share, from time to time, to or through the Agents, up to an aggregate offering price of $200,000,000 (the
Offering). The shares were initially offered pursuant to the Companys shelf registration statement on Form
S-3
(Registration
No. 333-203744),
which became effective upon filing with the Securities and Exchange Commission (the Commission) on April 30, 2015 (the 2015 Registration Statement). On April 30, 2018, the Company and the Operating Partnership filed
a new registration statement on Form
S-3,
which became effective upon filing with the Commission (the Registration Statement), to replace the expiring 2015 Registration Statement. Also on
April 30, 2018, the Company filed a prospectus supplement pursuant to Rule 424(b)(5) related to the securities that remain unsold pursuant to the Offering. This Current Report on Form
8-K
(the
Report) is being filed to provide exhibits to be incorporated by reference into the Registration Statement.
Item 9.01.
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Financial Statements and Exhibits.
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The materials that are being filed as exhibits to
this Report are being filed pursuant to Item 601 of the Commissions Regulation
S-K
in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by
reference into the Registration Statement, and, as such, the Company and the Operating Partnership are incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits
thereto. By filing this Report, and the exhibits hereto, however, neither the Company nor the Operating Partnership believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the
aggregate, a fundamental change (as such term is used in Item 512(a)(1)(ii) of the Commissions Regulation
S-K)
in the information set forth in, and incorporated by reference into, the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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DUKE REALTY CORPORATION
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By:
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/s/ Ann C. Dee
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Ann C. Dee
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Executive Vice President, General Counsel and
Corporate Secretary
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DUKE REALTY LIMITED PARTNERSHIP
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By: Duke Realty Corporation, its general partner
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By:
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/s/ Ann C. Dee
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Ann C. Dee
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Executive Vice President, General Counsel and
Corporate Secretary
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Dated: April 30, 2018
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