Duke Realty to Solicit Consents to Amend the Terms of Certain of Its Outstanding Notes.INDIANAPOLIS -- Duke Realty Limited Partnership ("Duke Realty"), an operating partnership of which Duke Realty Corporation (NYSE NYSE See: New York Stock Exchange :DRE DRE Digital rectal examination. Mentioned in: Rectal Examination ) is the sole General Partner, today announced the commencement of a consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with to amend the terms of the following series of its outstanding notes (collectively, the "Securities"): Principal Amount Consent Payment CUSIP No. Outstanding Security Description Per $1,000 ---------------------------------------------------------------------- 264414AS2 $ 100,000,000 6.75% Notes due 5/30/2008 $ 1.00 264414AT0 $ 125,000,000 6.80% Notes due 2/12/2009 $ 2.50 26441YAC1 $ 150,000,000 7.75% Notes due 11/15/2009 $ 2.50 26441YAE7 $ 175,000,000 5.25% Notes due 1/15/2010 $ 2.50 26441YAD9 $ 175,000,000 6.95% Notes due 3/15/2011 $ 3.75 264411AB5 $ 150,000,000 5.875% Notes due 8/15/2012 $ 3.75 26441QAD6 $ 50,000,000 5.45% Notes due 10/1/2012 $ 3.75 26441QAC8 $ 50,000,000 7.25% Notes due 6/15/2028 $ 5.00 E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]The purpose of the consent solicitation is to obtain the consent of the holders of the Securities to amend certain financial covenants governing the Securities (collectively, the "Proposed Amendments") to make them consistent with the financial covenants in each series of Duke Realty's Notes issued on or after May 22, 2003. E[acute accent]The current and proposed financial covenants are summarized as follows:
Covenant Current Proposed
-------- ------- --------
Total Outstanding Debt to Adjusted Total Assets 55% 60%
Consolidated Net Income Available for Debt Service 2.0x 1.5x
Unencumbered Assets to Unsecured Debt 185% 150%
E[acute accent]The Proposed Amendments will not change the defined terms or computations of the covenants contained in the Indenture An agreement declaring the benefits and obligations of two or more parties, often applicable in the context of Bankruptcy and bond trading. The term indenture primarily describes secured contracts and has several applications in U.S. law. governing the Securities. E[acute accent]The consent solicitation expires at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on July 21, 2006, unless extended (as such time and date may be extended, the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). Holders of the Securities who validly provide consents to the Proposed Amendments on or prior to the Expiration Date and do not properly revoke To annul or make void by recalling or taking back; to cancel, rescind, repeal, or reverse. revoke v. to annul or cancel an act, particularly a statement, document, or promise, as if it no longer existed. such consents will be eligible to receive a consent fee, as shown in the table above, for each $1,000 in principal amount of Securities for which a consent is provided. Duke Realty's obligation to accept consents and pay the consent fee is conditioned upon, among other things, its receipt of validly delivered and unrevoked consents from the holders of not less than a majority in aggregate principal amount of the outstanding Securities, voting together as one class (the "Requisite Consents"). E[acute accent]At any time following the receipt of the Requisite Consents (such time, the "Effective Time"), Duke Realty may execute and deliver to the Trustee for the Securities a supplemental indenture giving effect to the Proposed Amendments, whether before or after the Expiration Date. Duke Realty will make a public announcement of the Effective Time at or prior to 9:00 a.m., New York City time, on the next business day after such Effective Time. Duke Realty may waive any of the conditions to the consent solicitation, in whole or in part, without any extension of the right to revoke consents. Duke Realty reserves the right to extend, amend or terminate the consent solicitation at any time before the earlier of the Effective Time or the Expiration Date. E[acute accent]Promptly following the Expiration Date, Duke Realty will cause the applicable consent fee to be paid to each holder of Securities from whom Duke Realty has received and accepted consents. E[acute accent]Holders who do not submit a properly executed and completed consent on or before the Expiration Date, or who validly revoke a consent on or before the earlier of the Effective Time or the Expiration Date, will not be entitled to receive the consent fee. Holders may revoke consents at any time until the earlier of the Effective Time or the Expiration Date. Any notice of revocation The recall of some power or authority that has been granted. Revocation by the act of a party is intentional and voluntary, such as when a person cancels a Power of Attorney that he has given or a will that he has written. received after the earlier of such Effective Time or Expiration Date will not be effective. From and after the Effective Time, each present and future holder of Securities will be bound by the Proposed Amendments, whether or not such holder delivered a consent. E[acute accent]The consent solicitation is subject to certain conditions and presents certain risks for holders who consent, as set forth more fully in the related consent solicitation statement. The consent solicitation statement contains important information, and holders of Securities should read it carefully before making any decision. E[acute accent]Duke Realty has retained J.P. Morgan Securities Inc. and Banc of America Securities LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control to serve as the solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual agents for the consent solicitation, and Global Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation to serve as the information and tabulation tab·u·late tr.v. tab·u·lat·ed, tab·u·lat·ing, tab·u·lates 1. To arrange in tabular form; condense and list. 2. To cut or form with a plane surface. adj. Having a plane surface. agent. E[acute accent]Copies of the consent solicitation statement and related documents may be obtained at no charge by contacting the information and tabulation agent by telephone at 866-470-3800 (toll-free) or 212-430-3774, or in writing at 65 Broadway - Suite 723, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York 10006, Attention: Corporate Services Activities that combine or consolidate certain enterprise-wide needed support services, provided based on specialized knowledge, best practices, and technology to serve internal (and sometimes external) customers and business partners. . E[acute accent]Questions regarding the consent solicitation may be directed to: J.P. Morgan Securities Inc. at 866-834-4666 (toll-free) or Banc of America Securities LLC at 866-475-9886 (toll-free). E[acute accent]This announcement is not a solicitation of consents with respect to any Securities. The consent solicitation is being made solely pursuant to the consent solicitation statement. In any jurisdiction where the laws require solicitations to be made by a licensed broker or dealer, the consent solicitation will be deemed to be made on behalf of Duke Realty by the solicitation agents, or one or more registered broker dealers under the laws of such jurisdiction. E[acute accent]About Duke E[acute accent]Duke Realty Corporation, the sole General Partner of Duke Realty Limited Partnership, specializes in the ownership, construction, development, leasing and management of office, industrial, medical office and retail real estate. It is the largest publicly-traded, vertically integrated office/industrial real estate company in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Duke's properties encompass more than 112 million rentable square feet that are leased by more than 3,600 tenants, and 5,000 acres of undeveloped land that can support an additional 73 million square feet of development. Duke provides a full range of services in-house, backs them with more than 30 years experience, and delivers valuable real estate solutions to satisfied customers across the nation. Duke Realty Corporation's common stock is listed on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. under the symbol "DRE." Visit Duke on the web at www.dukerealty.com. |
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