8-KMaterial AgreementsExhibits & Filings

Duke Energy CORP 8-K Report, Material Agreement (Sep 13, 2006)

Filed September 13, 2006For Securities:DUKDUKBDUK-PA

Summary

Duke Energy Corporation, through its indirect wholly-owned subsidiary Duke Ventures, LLC, has entered into a material definitive agreement to form a joint venture for its real estate development and management subsidiary, Crescent Resources, LLC. This transaction involves Morgan Stanley Real Estate Fund V, L.P. and affiliated funds (MS Members) acquiring a 49% interest in Crescent Holdings, LLC, a newly formed entity that will hold Crescent Resources. Additionally, Arthur W. Fields, President and CEO of Crescent Holdings, will acquire a 2% interest. The joint venture structure provides Duke Energy with immediate cash proceeds of approximately $415 million from the sale of the 49% stake to the MS Members, following a significant debt financing of $1.2 billion by Crescent. The total enterprise value ascribed to Crescent Resources was approximately $2.1 billion. Duke Energy will retain a 49% ownership interest in Crescent Holdings, indicating a strategic shift to monetize a portion of its real estate assets while retaining significant participation in future growth.

Key Highlights

  • 1Duke Energy formed a joint venture for its real estate subsidiary, Crescent Resources, LLC, by creating Crescent Holdings, LLC.
  • 2Morgan Stanley Real Estate Fund V, L.P. and affiliated funds (MS Members) acquired a 49% membership interest in Crescent Holdings for approximately $415 million.
  • 3Arthur W. Fields, President and CEO of Crescent Holdings, acquired a 2% membership interest.
  • 4Duke Energy retains a 49% membership interest in Crescent Holdings.
  • 5Crescent Resources was valued at approximately $2.1 billion on an enterprise basis.
  • 6Crescent Holdings secured approximately $1.2 billion in debt financing, with net proceeds distributed to Duke Ventures.
  • 7Governance of Crescent Holdings requires joint approval from Duke Ventures and MS Members representatives on its Executive Committee.

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