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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/03/19 Prologis, Inc. 8-K:1,2,9 8/27/19 13:794K Toppan Merrill/FA2 Prologis, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 76K 2: EX-1.1 Underwriting Agreement HTML 249K 3: EX-5.1 Opinion of Counsel re: Legality HTML 17K 9: R1 Cover HTML 76K 13: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tv528744_8k_htm XML 44K 11: EXCEL IDEA Workbook of Financial Reports XLSX 7K 5: EX-101.DEF XBRL Definitions -- pld-20190727_def XML 82K 6: EX-101.LAB XBRL Labels -- pld-20190727_lab XML 112K 7: EX-101.PRE XBRL Presentations -- pld-20190727_pre XML 78K 4: EX-101.SCH XBRL Schema -- pld-20190727 XSD 18K 8: JSON XBRL Instance as JSON Data -- MetaLinks 29± 38K 12: ZIP XBRL Zipped Folder -- 0001410578-19-001009-xbrl Zip 71K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15
(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i August 27, 2019
(Exact name of registrant as specified in charter)
|
i Maryland (Prologis, Inc.) |
i 001-13545 (Prologis,Inc.) i 001-14245 (Prologis, L.P.) |
i 94-3281941 (Prologis, Inc.) | ||
|
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| i Pier 1, i Bay 1, i San Francisco, i California | i 94111 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, including Area Code: ( i 415) i 394-9000
N/A
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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(s) | Name of Each Exchange on Which Registered | ||||
| Prologis, Inc. | i Common Stock, $0.01 par value | i PLD | i New York Stock Exchange | |||
| Prologis, L.P. | i 1.375% Notes due 2020 | i PLD/20A | i New York Stock Exchange | |||
| Prologis, L.P. | i 1.375% Notes due 2021 | i PLD/21 | i New York Stock Exchange | |||
| Prologis, L.P. | i 3.000% Notes due 2022 | i PLD/22 | i New York Stock Exchange | |||
| Prologis, L.P. | i 3.375% Notes due 2024 | i PLD/24 | i New York Stock Exchange | |||
| Prologis, L.P. | i 3.000% Notes due 2026 | i PLD/26 | i New York Stock Exchange | |||
| Prologis, L.P. | i 2.250% Notes due 2029 | i PLD/29 | i New York Stock Exchange | |||
| Prologis, L.P. | i Floating Rate Notes due 2020 | i PLD/20B | i 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).
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. ¨
C:
Item 1.01 Entry into a Material Definitive Agreement.
On August 27, 2019, Prologis Euro Finance LLC (the “Company”) priced an offering of €600,000,000 aggregate principal amount of its 0.250% Notes due 2027 (the “2027 Notes”), €700,000,000 aggregate principal amount of its 0.625% Notes due 2031 (the “2031 Notes”) and €500,000,000 aggregate principal amount of its 1.500% Notes due 2049 (the “2049 Notes” and, together with the 2027 Notes and the 2031 Notes, the “Notes”). In connection with the offering, the Company and Prologis, L.P. (the “Operating Partnership”) entered into an Underwriting Agreement, dated August 27, 2019 (the “Underwriting Agreement”), with Goldman Sachs & Co. LLC, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, BNP Paribas and ING Bank N.V. and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.
The Notes are being issued under an indenture dated as of August 1, 2018 (the “Base Indenture”), among the Company, the Operating Partnership and U.S. Bank National Association, as trustee, as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).
The issuance and sale of the Notes is expected to close on September 10, 2019. The net proceeds to the Company from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately €1.8 billion, or $2.0 billion, based on the euro/U.S. dollar rate of exchange as of August 23, 2019. The Company intends to lend or distribute the net proceeds to the Operating Partnership or one or more of its subsidiaries, who will use the amounts received by them for the full or partial repurchase, redemption, repayment or other retirement of one or more series of the Operating Partnership’s notes due in 2020 (the “2020 Notes”), which may include the Operating Partnership’s 1.375% Notes due October 7, 2020 and the Operating Partnership’s Floating Rate Notes due January 29, 2020. The Operating Partnership has notified the holders of the 2020 Notes that it will redeem the 2020 Notes on September 27, 2019. In the short-term, the Operating Partnership may also use the net proceeds to repay borrowings under its multi-currency senior term loan. Any remaining net proceeds will be used for general corporate purposes, including to repay or repurchase other indebtedness.
The 2027 Notes will bear interest at a rate of 0.250% per annum and mature on September 10, 2027. The 2031 Notes will bear interest at a rate of 0.625% per annum and mature on September 10, 2031. The 2049 Notes will bear interest at a rate of 1.500% per annum and mature on September 10, 2049. The Notes will be senior unsecured obligations of the Company and will be fully and unconditionally guaranteed by the Operating Partnership.
The Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such Notes matured on June 10, 2027, in the case of the 2027 Notes, June 10, 2031, in the case of the 2031 Notes, or March 10, 2049, in the case of the 2049 Notes (each, the “Applicable Par Call Date” as to the applicable series of Notes) (in each case exclusive of interest accrued to the redemption date) discounted to the redemption date on an annual basis at the then current Treasury Rate plus 20 basis points, in the case of the 2027 Notes, 20 basis points, in the case of the 2031 Notes, or 30 basis points, in the case of the 2049 Notes. In addition, on or after the Applicable Par Call Date, such applicable series of Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed. In each case, accrued and unpaid interest, if any, will be paid on the Notes being redeemed to, but excluding, the redemption date.
The Indenture governing the Notes restricts, among other things, the Operating Partnership’s and its subsidiaries ability to incur additional indebtedness and to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of its assets.
The Notes are being issued pursuant to the Registration Statement as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 (File No. 333-216491) that the Company and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Company and the Operating Partnership pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement, dated August 27, 2019, and base prospectus, dated August 24, 2018, relating to the public offering of the Notes and corresponding guarantees, the Company and the Operating Partnership are filing the Underwriting Agreement, the form of the Base Indenture, the form of the First Supplemental Indenture, the form of the Notes and certain other exhibits with this Current Report of Form 8-K as an exhibit to such Registration Statement. See “Item 9.01 – Financial Statements and Exhibits.”
This Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits. | The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above. |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated August 27, 2019, among Prologis Euro Finance LLC, Prologis, L.P., and Goldman Sachs & Co. LLC, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc, BNP Paribas and ING Bank N.V., and the other underwriters named in Schedule A thereto. | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | |||
| Date: September 3, 2019 | By: | /s/ Deborah K. Briones | |
| Name: | Deborah K. Briones | ||
| Title: | Senior Vice President, Associate General Counsel | ||
|
PROLOGIS, L.P. By: Prologis, Inc., its General Partner | |||
| Date: September 3, 2019 | By: | /s/ Deborah K. Briones | |
| Name: | Deborah K. Briones | ||
| Title: | Senior Vice President, Associate General Counsel | ||
C:
| Co-Registrant CIK | 0001045610 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2019-08-27 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Entity Emerging Growth Company | i false |
| Co-Registrant AddressLine1 | i Pier 1 |
| Co-Registrant AddressLine2 | i Bay 1 |
| Co-Registrant City | i San Francisco |
| Co-Registrant State | i California |
| Co-Registrant ZipCode | i 94111 |
| Co-Registrant CityAreaCode | i 415 |
| Co-Registrant LocalPhoneNumber | i 394-9000 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/10/31 | ||||
| 6/10/31 | ||||
| 9/10/27 | ||||
| 6/10/27 | ||||
| 10/7/20 | ||||
| 1/29/20 | ||||
| 9/27/19 | ||||
| 9/10/19 | 8-A12B, CERT | |||
| Filed on: | 9/3/19 | |||
| For Period end: | 8/27/19 | 424B3, FWP | ||
| 8/23/19 | 4, 8-K/A | |||
| 8/24/18 | 8-K/A, POSASR | |||
| 8/1/18 | 8-A12B | |||
| List all Filings | ||||