Item 1.01. Entry Into a Material Definitive Agreement.




As previously announced, on January 11, 2021, 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 a Terms Agreement (including the
related Underwriting Agreement, dated as of January 11, 2021, attached as Annex
A thereto and made a part thereof, the "Terms Agreement") with each of J.P.
Morgan Securities LLC, Barclays Capital Inc., RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, on behalf of the underwriters named therein (the
"Underwriters"), pursuant to which the Underwriters agreed to purchase from the
Operating Partnership $450 million aggregate principal amount of the Operating
Partnership's 1.750% Senior Notes due 2031 (the "Notes"). The Terms Agreement
was previously filed as Exhibit 1.1 to the Operating Partnership and the
Company's combined Current Report on Form
8-K
filed on January 12, 2021. The issuance and sale of the Notes was completed on
January 21, 2021. The Operating Partnership intends to allocate an amount equal
to the net proceeds from the offering to finance or refinance, in whole or in
part, one or more recently completed or future "Eligible Green Projects," which
may include certain "green buildings," energy efficiency projects, sustainable
water and wastewater management systems, renewable energy projects, clean
transportation solutions and pollution prevention and control.
The Notes were issued under the Indenture, dated as of July 28, 2006 (the
"Indenture"), as supplemented by the Nineteenth Supplemental Indenture, dated as
of January 21, 2021 (the "Supplemental Indenture"), by and between the Operating
Partnership and The Bank of New York Mellon Trust Company, N.A. (as successor to
J.P. Morgan Trust Company, National Association), as trustee (the "Trustee").
The Notes were registered with the Securities and Exchange Commission (the
"Commission") pursuant to the Operating Partnership's automatic shelf
registration statement on Form
S-3
(File
No. 333-224538-01)
(as the same may be amended or supplemented, the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"). The
material terms of the Notes are described in the Operating Partnership's final
prospectus supplement, as filed with the Commission on January 12, 2021 pursuant
to Rule 424(b)(5) of the Securities Act, which relates to the offer and sale of
the Notes and supplements the Operating Partnership's prospectus, as filed with
the Commission on April 30, 2018, contained in the Registration Statement.
A copy of the Supplemental Indenture is filed as Exhibit 4.1 to this Current
Report on
Form 8-K
(this "Report"), and the information in the Supplemental Indenture is
incorporated into this Item 1.01 by this reference. The Indenture was previously
filed with the Commission on July 31, 2006 as Exhibit 4.1 to the Operating
Partnership's prior registration statement on Form
S-3
(File
No. 333-136173-01).
The above description of the terms of the Supplemental Indenture is qualified in
its entirety by reference to the Indenture and the Supplemental Indenture
incorporated by reference into this Report.

Item 9.01. Financial Statements and Other Exhibits




The following exhibits are filed with this Report pursuant to Item 601 of the
Commission's 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, individually or in the aggregate, a "fundamental
change" (as such term is used in Item 512(a)(1)(iii) of the Commission's
Regulation
S-K)
in the information set forth in, and incorporated by reference into, the
Registration Statement.
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Exhibit
Number                                    Description

 4.1           Nineteenth Supplemental Indenture, dated as of January 21, 2021, by
             and between the Operating Partnership and the Trustee, including the
             form of global note evidencing the 1.750% Senior Notes due 2031.

 5.1           Legality opinion of Alston & Bird LLP.

 8.1           Tax opinion of Alston & Bird LLP.

23.1           Consent of Alston & Bird LLP (included in exhibit 5.1).

23.2           Consent of Alston & Bird LLP (included in exhibit 8.1).

99.1           Other Expenses of Issuance and Distribution (as required by Item 14
             of Part II of Form S-3).

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

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