Item 1.01. Entry into a Material Definitive Agreement.
On March 26, 2021, Duke Realty Limited Partnership, an Indiana limited
partnership (the "Operating Partnership"), as borrower; Duke Realty Corporation,
an Indiana corporation (the "General Partner"), as general partner and
guarantor; JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as Joint
Lead Arrangers and Joint Book Runners, with JPMorgan Chase Bank, N.A. as
Administrative Agent; Wells Fargo Bank, National Association as Syndication
Agent; The Bank of Nova Scotia and Regions Capital Markets, a Division of
Regions Bank, as Joint Lead Arrangers; The Bank of Nova Scotia, Barclays Bank
PLC, Citibank N.A., Morgan Stanley Senior Funding, Inc., PNC Bank, National
Association, Regions Bank, Royal Bank of Canada, Truist Bank and U.S. Bank
National Association as Documentation Agents; and the several banks, financial
institutions and other entities from time to time parties thereto as lenders,
entered into an Amended and Restated Revolving Credit Agreement (the "A&R
Revolving Credit Facility") pursuant to which the lenders thereunder agreed to
extend the term of the Operating Partnership's existing $1.2 billion unsecured
revolving credit facility (the "Previous Revolving Credit Facility") until March
31, 2025 with two six-month extension options. As amended, the A&R Revolving
Credit Facility includes an uncommitted incremental facility, which allows the
credit facility to be increased by up to $800 million. In addition, the A&R
Revolving Credit Facility now bears interest at an annual rate equal to the
applicable LIBOR, plus a facility fee of 0.775 percent (both of which are
subject to a pricing grid for changes in the Operating Partnership's credit
rating). In addition, as part of the Operating Partnership's commitment to
corporate responsibility, the A&R Revolving Credit Facility includes an
incremental reduction in borrowing costs if certain sustainability linked
metrics are achieved each year. The A&R Revolving Credit Facility contains
customary representations, covenants (including certain financial tests
applicable to the Operating Partnership) and events of default. The lenders have
the right to accelerate repayment of any outstanding loans or other obligations
under the A&R Revolving Credit Facility upon the occurrence and during the
continuance of an event of default under the A&R Revolving Credit Facility.
The General Partner has guaranteed all obligations of the Operating Partnership
under the A&R Revolving Credit Facility pursuant to that certain Amended and
Restated Guaranty entered into on March 26, 2021 (the "Guaranty"). Certain of
the General Partner's subsidiaries have also guaranteed the obligations of the
Operating Partnership under the A&R Revolving Credit Facility pursuant to
subsidiary guaranties, the form of which is attached to the A&R Revolving Credit
Facility as Exhibit K.
The A&R Revolving Credit Facility replaces the Previous Revolving Credit
Facility, which was entered into as of October 11, 2017, by and among the
Operating Partnership, the General Partner, J.P. Morgan Chase Bank, N.A., Wells
Fargo Securities, LLC, the Bank of Nova Scotia, Regions Capital Markets, A
Division of Regions Bank and the several banks, financial institutions and other
entities from time to time parties thereto as lenders. The Previous Revolving
Credit Facility's maturity date was January 30, 2022 with two six-month
extension options.
The Operating Partnership presently expects that it would use the proceeds from
any future borrowings under the A&R Revolving Credit Facility for general
corporate purposes.
Pursuant to General Instruction F to the Securities and Exchange Commission's
Current Report on Form 8-K, the description herein of the A&R Revolving Credit
Facility and the Guaranty is qualified in its entirety, and the terms therein
are incorporated herein, by reference to the A&R Revolving Credit Facility and
the Guaranty filed, respectively, as Exhibits 10.1 and 10.2 hereto.
Item 1.02. Termination of a Material Definitive Agreement.
The information set forth in Item 1.01 regarding the replacement of the Previous
Revolving Credit Facility 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 A&R Revolving Credit
Facility and the Guaranty is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
--------------------------------------------------------------------------------
Exhibit Number Description
10.1 Amended and Restated Revolving Credit Agreement, dated March 26, 2021, by and
among Duke Realty Limited Partnership as borrower; Duke Realty Corporation as
general partner and guarantor; JPMorgan Chase Bank, N.A. and Wells Fargo
Securities, LLC as Joint Lead Arrangers and Joint Book Runners, with JPMorgan
Chase Bank, N.A. as Administrative Agent; Wells Fargo Bank, National
Association as Syndication Agent; The Bank of Nova Scotia and Regions Capital
Markets, a Division of Regions Bank, as Joint Lead Arrangers; The Bank of Nova
Scotia, Barclays Bank PLC, Citibank N.A., Morgan Stanley Senior Funding, Inc.,
PNC Bank, National Association, Regions Bank, Royal Bank of Canada, Truist Bank
and U.S. Bank National Association as Documentation Agents, and the several
banks, financial institutions and other entities from time to time parties
thereto as lenders
10.2 Amended and Restated Guaranty, dated March 26, 2021, by Duke Realty
Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses