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): September 16, 2022

DUKE REALTY CORPORATION

DUKE REALTY LIMITED PARTNERSHIP

(Exact name of registrant specified in its charter)


Duke Realty Corporation:

Indiana	1-9044	35-1740409
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)


Duke Realty Limited Partnership:

Indiana	0-20625	35-1898425
(State of Formation)	(Commission File Number)	(IRS Employer Identification No.)

8711 River Crossing Blvd. Indianapolis, IN 46240

(Address of Principal Executive Offices, Zip Code)

Registrant’s 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:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	DRE	The New York Stock Exchange

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. ☐

Item 8.01.

Other Events.

As previously disclosed, on June 11, 2022, Prologis, Inc. (“Prologis”) and Prologis, L.P. (“Prologis OP”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Prologis, Prologis OP, Compton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis (“Prologis Merger Sub”), Compton Merger Sub OP LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub” and, together with Prologis, Prologis OP and Prologis Merger Sub, the “Prologis Parties”), Duke Realty Corporation, an Indiana corporation (“DRE”), and Duke Realty Limited Partnership, an Indiana limited partnership (“DRE OP” and, together with DRE, the “DRE Parties”).

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) DRE will merge with and into Prologis Merger Sub (the “DRE Merger”), with Prologis Merger Sub surviving the merger and remaining a wholly owned subsidiary of Prologis (the “Surviving Entity”), (b) thereafter, Prologis and the Surviving Entity will cause all of the outstanding equity interests of the Surviving Entity to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in Prologis OP to Prologis and/or its subsidiaries as directed by Prologis, and (c) thereafter, Prologis OP Merger Sub will be merged with and into DRE OP, with DRE OP surviving the merger and becoming a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and, together with the DRE Merger, the “Mergers”).

Letter Agreement

On September 16, 2022, the Prologis Parties and the DRE Parties entered into a letter agreement (the “Letter Agreement”), which modifies the treatment of certain Partnership Performance-Based LTIP Unit Awards (as defined in the Merger Agreement) (generally, (i) the above target payout portion for such awards granted in calendar year 2020 and (ii) any additional Partnership LTIP Units (as defined in the Merger Agreement) earned in respect of such awards based on dividends paid by DRE while such awards were outstanding) that are outstanding immediately prior to the effective time of the Partnership Merger (the “Partnership Merger Effective Time”) to provide that such awards will, as of the Partnership Merger Effective Time, be canceled in exchange for the right of the holder to receive an amount in cash calculated in accordance with the Letter Agreement, less applicable taxes and withholdings.

The foregoing summary of the Letter Agreement does not purport to be a complete description and is qualified in its entirety by the full text of the Letter Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Litigation-Related Supplemental Disclosures

Beginning on July 26, 2022, two purported holders of Prologis common stock filed substantially similar complaints against Prologis and the members of the Prologis board of directors in federal district court. One complaint was filed in the United States District Court for the Northern District of California and one complaint was filed in the United States District Court for the Southern District of New York. The complaints are captioned as follows:

Bushansky

Prologis, Inc. et al.

, No.

3:22-cv-04320

(N.D. Ca. filed July 26, 2022); and

Curtis

Prologis, Inc. et al.

, No.

1:22-cv-07833

(S.D.N.Y. filed September 13, 2022) (collectively, the “Prologis Federal Actions”). The complaints in the Prologis Federal

Actions allege that Prologis and the Prologis board violated federal securities laws by omitting or misstating material information in the Form

S-4

in connection with the Mergers, rendering the Form

S-4

materially deficient. Beginning on July 27, 2022, six purported holders of DRE common stock filed substantially similar complaints against DRE and the members of the DRE board of directors in the United States District Court for the Southern District of New York. The complaints are captioned as follows:

Stein

DUKE REALTY CORP 8-K