DUKE REALTY CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)


Item 1.01. Entry into a Material Definitive Agreement.

On June 24, 2022, Duke Realty Limited Partnershipan Indian limited partnership (the “Operating Partnership”), as borrower, Duke Realty Corporationan Indian corporation (the “General Partner”), as general partner and guarantor, entered into Amendment No. 1 to Amended and Revolving Credit Agreement (“Amendment No. 1”), whereby the Operating Partnership’s existing Amended and Restated Revolving Credit Agreement, dated as of March 26, 2021among the Operating Partnershipthe General Partner and certain subsidiaries of the Operating Partnership, JPMorgan Chase Bank, NA., as Administrative Agent, and certain lenders and other parties thereto were amended (the “Existing Credit Agreement” and as amended by Amendment No. 1, the “Amended Credit Agreement”).

The Amended Credit Agreement amends the Existing Credit Agreement to, among other things: (1) establish New Term Loans (as such term is defined in the Amended Credit Agreement) in the aggregate amount of $500,000,000; (2) adjust the interest rate to bear interest at a benchmark rate based on the Secured Overnight Financing Rate (SOFR), as determined in accordance with the Amended Credit Agreement; and (3) consent to occurrence of the previously announced planned merger with Prologis, Inc. (“Prologis”) and certain of its subsidiaries, subject to the satisfaction of certain terms and conditions including the repayment and termination of the revolving credit facility (but not the New Term Loans) substantially concurrently with the occurrence of the merger.


The above summary of the Amended Credit Agreement is qualified in its entirety
by reference to the full text of the Amendment No. 1, a copy of which is
attached to this Current Report on Form
8-K
as Exhibit 10.1 and is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance
           Sheet Arrangement of a Registrant.


The information set forth in Item 1.01 regarding the Amended Credit Agreement is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.




  (d) Exhibits




Exhibit
Number                                    Description

10.1           Amendment No. 1 to Amended and Restated Revolving Credit Agreement,
             dated June 24, 2022, by and among Duke Realty Limited Partnership,
             Duke Realty Corporation, certain subsidiaries of Duke Realty Limited
             Partnership, J.P. Morgan Chase Bank, N.A., as Administrative Agent,
             and the several banks, financial institutions and other entities from
             time to time parties thereto as lenders.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)


Forward-Looking Statements

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and the General Partner operate as well as beliefs and assumptions of Prologis and the General Partner. Such statements involve uncertainties that could significantly impact Prologis’ or the General Partner’s financial results and ability to consummate the proposed merger. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates,” including variations of such words and similar expressions, are intended to identify such forward-looking statements , which generally are not historical in nature. All statements that address events or developments that Prologis or the General Partner expectations or anticipates will occur in the future – including statements relating to any possible transaction between Prologis and the General Partner, Prologis’ and the General Partner’s respective debt, capital structure and financial position – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and the General Partner believe the expectations reflected in any-looking statements are based on reasonable assumptions, neither Prologis nor the General Partner can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis’ and the General Partner’s ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Prologis and the General Partner management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation

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in connection with the proposed transaction, including resulting expense or
delay; (vii) the risk that the General Partner's business will not be integrated
successfully or that such integration may be more difficult, time-consuming or
costly than expected; (viii) risks related to future opportunities and plans for
the combined company, including the uncertainty of expected future financial
performance and results of the combined company following completion of the
proposed transaction; (ix) the effect of the announcement of the proposed
transaction on the ability of Prologis and the General Partner to operate their
respective businesses and retain and hire key personnel and to maintain
favorable business relationships; (x) risks related to the market value of the
Prologis common stock to be issued in the proposed transaction; (xi) other risks
related to the completion of the proposed transaction and actions related
thereto; and (xii) those additional factors discussed under Part I, Item 1A.
Risk Factors in Prologis' and the General Partner's respective Annual Reports on
Form
10-K
for the year ended December 31, 2021. Neither Prologis nor the General Partner
undertakes any duty to update any forward-looking statements appearing in this
communication except as may be required by law.

Additional Information


In connection with the proposed transaction, Prologis will file with the
Securities and Exchange Commission ("SEC") a registration statement on Form
S-4
("Form
S-4"),
which will include a document that serves as a prospectus of Prologis and a
joint proxy statement of Prologis and the General Partner (the "joint proxy
statement/prospectus"), and each party will file other documents regarding the
proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE FORM
S-4
AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. A definitive joint proxy statement/prospectus will be sent to
Prologis' and the General Partner's shareholders. Investors and security holders
will be able to obtain the Form
S-4
and the joint proxy statement/prospectus free of charge from the SEC's website
or from Prologis or the General Partner. The documents filed by Prologis with
the SEC may be obtained free of charge at Prologis' website at the SEC Filings
section of
www.ir.prologis.com
or at the SEC's website at
www.sec.gov
. These documents may also be obtained free of charge from Prologis by
requesting them from Investor Relations by mail at Pier 1, Bay 1, San Francisco,
CA 94111. The documents filed by the General Partner with the SEC may be
obtained free of charge at the General Partner's website at the SEC Filings
section of
http://investor.dukerealty.com
or at the SEC's website at
www.sec.gov
. These documents may also be obtained free of charge from the General Partner
by requesting them from Investor Relations by mail at 8711 River Crossing Blvd.
Indianapolis, IN 46240.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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Participants in the Solicitation


Prologis and the General Partner and their respective directors, executive
officers and other members of management may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction. Information
about Prologis' directors and executive officers is available in Prologis'
Annual Report on Form
10-K
for the fiscal year ended December 31, 2021, its proxy statement dated March 25,
2022, for its 2022 Annual Meeting of Shareholders and its Current Report on Form
8-K/A
filed with the SEC on April 5, 2022. Information about the General Partner's
directors and executive officers is available in the General Partner's Annual
Report on Form
10-K
for the fiscal year ended December 31, 2021, its proxy statement dated March 2,
2022, for its 2022 Annual Meeting of Shareholders and its Current Report on Form
8-K
filed with the SEC on April 27, 2022. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
joint proxy statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transaction when they become available. Investors
should read the joint proxy statement/prospectus carefully when it becomes
available before making any voting or investment decisions. You may obtain free
copies of these documents from Prologis or the General Partner as indicated
above.

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