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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/19 Prologis, Inc. 10-Q 3/31/19 100:17M ActiveDisclosure/FA Prologis, L.P. |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.30M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 130K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 70K
4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 51K
5: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 31K
6: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 31K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
9: EX-31.3 Certification -- §302 - SOA'02 HTML 37K
10: EX-31.4 Certification -- §302 - SOA'02 HTML 37K
11: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
12: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
19: R1 Document and Entity Information HTML 55K
20: R2 Consolidated Balance Sheets HTML 132K
21: R3 Consolidated Balance Sheets (Parenthetical) HTML 52K
22: R4 Consolidated Statements of Income HTML 136K
23: R5 Consolidated Statements of Comprehensive Income HTML 64K
(Unaudited)
24: R6 Consolidated Statements of Equity HTML 83K
25: R7 Consolidated Statements of Equity (Parenthetical) HTML 32K
26: R8 Consolidated Statements of Cash Flows HTML 167K
27: R9 Consolidated Statements of Capital HTML 108K
28: R10 Consolidated Statements of Capital (Parenthetical) HTML 33K
29: R11 General HTML 50K
30: R12 DCT Transaction HTML 51K
31: R13 Real Estate HTML 275K
32: R14 Unconsolidated Entities HTML 369K
33: R15 Assets Held for Sale or Contribution HTML 53K
34: R16 Debt HTML 238K
35: R17 Noncontrolling Interests HTML 121K
36: R18 Long-Term Compensation HTML 102K
37: R19 Earnings Per Common Share or Unit HTML 167K
38: R20 Financial Instruments and Fair Value Measurements HTML 511K
39: R21 Business Segments HTML 264K
40: R22 Supplemental Cash Flow Information HTML 38K
41: R23 General (Policies) HTML 48K
42: R24 DCT Transaction (Tables) HTML 51K
43: R25 Real Estate (Tables) HTML 276K
44: R26 Unconsolidated Entities (Tables) HTML 370K
45: R27 Assets Held for Sale or Contribution (Tables) HTML 51K
46: R28 Debt (Tables) HTML 232K
47: R29 Noncontrolling Interests (Tables) HTML 118K
48: R30 Long-Term Compensation (Tables) HTML 100K
49: R31 Earnings Per Common Share or Unit (Tables) HTML 167K
50: R32 Financial Instruments and Fair Value Measurements HTML 526K
(Tables)
51: R33 Business Segments (Tables) HTML 261K
52: R34 General - Additional Information (Detail) HTML 57K
53: R35 DCT Transaction - Additional Information (Detail) HTML 54K
54: R36 DCT Transaction - Schedule of Aggregate Equity HTML 38K
Consideration (Detail)
55: R37 DCT Transaction - Schedule of Purchase Price HTML 49K
Allocated to DCT Net Tangible and Identifiable
Intangible Assets Acquired and Liabilities Assumed
(Detail)
56: R38 Real Estate - Investments in Real Estate HTML 58K
Properties (Detail)
57: R39 Real Estate - Investments in Real Estate HTML 34K
Properties (Parenthetical) (Detail)
58: R40 Real Estate - Summary of Acquisition (Detail) HTML 35K
59: R41 Real Estate - Summary of Acquisition HTML 39K
(Parenthetical) (Detail)
60: R42 Real Estate - Summary of Dispositions (Detail) HTML 56K
61: R43 Real Estate - Summary of Dispositions HTML 46K
(Parenthetical) (Detail)
62: R44 Real Estate - Additional Information (Detail) HTML 45K
63: R45 Real Estate - Future Minimum Rental Payments under HTML 46K
Non-Cancelable Operating Leases (Detail)
64: R46 Real Estate - Operating Properties and Leases HTML 51K
(Detail)
65: R47 Unconsolidated Entities - Summary of Investments HTML 38K
in and Advances to our Unconsolidated Entities
(Detail)
66: R48 Unconsolidated Entities - Summary of Strategic HTML 40K
Capital Revenues Recognized in Consolidated
Statements of Income Related to Co-Investment
Ventures (Detail)
67: R49 Unconsolidated Entities - Summary of Operating HTML 108K
Information and Financial Position of
Unconsolidated Co-investment Ventures (Detail)
68: R50 Unconsolidated Entities - Summary of Operating HTML 48K
Information and Financial Position of
Unconsolidated Co-investment Ventures
(Parenthetical) (Detail)
69: R51 Unconsolidated Entities - Additional Information HTML 37K
(Detail)
70: R52 Assets Held for Sale or Contribution - Summary of HTML 45K
Assets Held for Sale or Contribution (Detail)
71: R53 Debt - Debt Summary (Detail) HTML 45K
72: R54 Debt - Debt Summary (Parenthetical) (Detail) HTML 47K
73: R55 Debt - Additional Information (Detail) HTML 107K
74: R56 Debt - Credit Facilities (Detail) HTML 41K
75: R57 Debt - Long-Term Debt Maturities (Detail) HTML 83K
76: R58 Noncontrolling Interests - Additional Information HTML 34K
(Detail)
77: R59 Noncontrolling Interests - Noncontrolling Interest HTML 66K
Summary (Detail)
78: R60 Noncontrolling Interests - Noncontrolling Interest HTML 46K
Summary (Parenthetical) (Detail)
79: R61 Long-Term Compensation - Additional Information HTML 85K
(Detail)
80: R62 Long-Term Compensation - RSU Awards (Detail) HTML 54K
81: R63 Long-Term Compensation - LTIP Units Awards HTML 63K
(Detail)
82: R64 Earnings Per Common Share or Unit - Computation of HTML 75K
Basic and Diluted Earnings Per Share Unit (Detail)
83: R65 Earnings Per Common Share or Unit - Computation of HTML 43K
Basic and Diluted Earnings Per Share Unit
(Parenthetical) (Detail)
84: R66 Financial Instruments and Fair Value Measurements HTML 68K
- Schedule of Fair Value of Derivative Financial
Instruments (Detail)
85: R67 Financial Instruments and Fair Value Measurements HTML 63K
- Summary of Undesignated Foreign Currency
Forwards Activity (Detail)
86: R68 Financial Instruments and Fair Value Measurements HTML 38K
- Summary of Undesignated Financial Instruments
Exercised and Realized and Unrealized Gains
(Losses) in Foreign Currency and Derivative Gains
(Losses) Net (Detail)
87: R69 Financial Instruments and Fair Value Measurements HTML 53K
- Foreign Currency Contracts Activity (Detail)
88: R70 Financial Instruments and Fair Value Measurements HTML 44K
- Summary of Activity in Interest Rate Swaps
(Detail)
89: R71 Financial Instruments and Fair Value Measurements HTML 39K
- Summary of Debt and Accrued Interest, Designated
as Hedge (Detail)
90: R72 Financial Instruments and Fair Value Measurements HTML 38K
- Summary of Recognized Unrealized Gains (Losses)
in Foreign Currency and Derivative Gains (Losses)
Net on Remeasurement of Unhedged Portion of Debt
and Accrued Interest (Detail)
91: R73 Financial Instruments and Fair Value Measurements HTML 60K
- Summary of Changes in Other Comprehensive Income
(Loss) (Detail)
92: R74 Financial Instruments and Fair Value Measurements HTML 35K
- Summary of Changes in Other Comprehensive Income
(Loss) (Parenthetical) (Detail)
93: R75 Financial Instruments and Fair Value Measurements HTML 47K
- Carrying Amounts and Estimated Fair Values of
Debt (Detail)
94: R76 Business Segments - Additional Information HTML 32K
(Detail)
95: R77 Business Segments - Segment Reporting, HTML 126K
Reconciliation of Revenues, Operating Income and
Assets (Detail)
96: R78 Business Segments - Segment Reporting, HTML 36K
Reconciliation of Revenues, Operating Income and
Assets (Parenthetical) (Detail)
97: R79 Supplemental Cash Flow Information - Additional HTML 63K
Information (Detail)
99: XML IDEA XML File -- Filing Summary XML 179K
98: EXCEL IDEA Workbook of Financial Reports XLSX 103K
13: EX-101.INS XBRL Instance -- pld-20190331 XML 5.61M
15: EX-101.CAL XBRL Calculations -- pld-20190331_cal XML 238K
16: EX-101.DEF XBRL Definitions -- pld-20190331_def XML 1.10M
17: EX-101.LAB XBRL Labels -- pld-20190331_lab XML 1.42M
18: EX-101.PRE XBRL Presentations -- pld-20190331_pre XML 1.36M
14: EX-101.SCH XBRL Schema -- pld-20190331 XSD 234K
100: ZIP XBRL Zipped Folder -- 0001564590-19-012377-xbrl Zip 242K
Exhibit 4.3
Officers’ Certificate
The undersigned officers of Prologis Yen Finance LLC (the “Company”), acting pursuant to the written consents of Prologis, Inc., its ultimate parent, on September 6, 2018 and March 18, 2019, hereby establish a series of debt securities by means of this Officers’ Certificate in accordance with the Indenture, dated as of September 25, 2018 (the “Base Indenture,” and as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture thereto, the “Indenture”), among the Company, Prologis, L.P., as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.
1.15% Notes due 2039
1.The series shall be entitled the “1.15% Notes due 2039” (the “Notes”) and shall be a series of Yen Notes as defined in the First Supplemental Indenture.
2.The Notes initially shall be limited to an aggregate principal amount of ¥10,000,000,000 (except in each case for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount upon the action of the Board of Directors to do so from time to time.
3.The Notes shall bear interest at the rate of 1.15 % per annum. The aggregate principal amount of the Notes is payable at maturity on March 15, 2039. The interest on this Series shall accrue from and including March 26, 2019 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable semi-annually in arrears on March 15 and September 15 of each year (each an “Interest Payment Date”), commencing on September 15, 2019. Interest shall be paid to persons in whose names the Notes are registered on the March 1 or the September 1, as the case may be, preceding the Interest Payment Date, whether or not a Yen Business Day (each a “Regular Record Date”).
4.The Notes may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes and the Indenture may be served at the Corporate Trust Office of the Paying Agent, located at 111 Fillmore Ave. East, St. Paul, Minnesota 55107. The principal of the Notes payable at maturity or upon earlier redemption shall be paid against presentation and surrender of the Notes at the Corporate Trust Office of the Paying Agent.
5.If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after March 18, 2019, the Company becomes or, based upon a written opinion of
independent counsel selected by the Company, will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption Date. Notice of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.
If notice of redemption has been given as provided in the Base Indenture and the preceding paragraph, and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption Date and the only right of the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Tax Redemption Price upon surrender of such Notes in accordance with such notice.
6.All payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the Company shall, subject to certain exceptions provided for herein, pay to a holder who is not a United States person such additional amounts (the “Additional Amounts”) on the Notes as are necessary in order that the net payment by the Company or the Paying Agent, as directed by the Company, of the principal of, and premium or Redemption Price, if any, and interest on, the Notes to such holder, after such withholding or deduction, shall not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(i)to any tax, assessment or other governmental charge that would not have been imposed but for the holder, or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
(a)being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b)having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes, the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being or having been a citizen or resident of the United States;
(c)being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d)being or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e)being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business;
(ii)to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii)to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(iv)to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the payment;
(v)to any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(vi)to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
(vii)to any withholding or deduction that is imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings;
(viii)to any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any Note, if such payment can be made without such withholding by at least one other paying agent;
(ix)to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note, where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(x)to any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(xi)in the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii), (ix) and (x).
The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Paragraph 6, the Company shall not be required to make any payment for any tax, duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
7.The Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.
8.The Notes shall be issuable in registered form in the form set out in Exhibit A of the Second Supplemental Indenture without coupons in minimum denominations of ¥100,000,000 and any integral multiple of ¥10,000,000 in excess thereof.
9.The principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to Section 502 of the Base Indenture.
10.The Notes shall be denominated in and principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable in yen. If the yen is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the Notes shall be made in U.S. Dollars until the yen is again available to the Company. In such circumstances, the amount payable on any date in yen shall be converted into U.S. Dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/yen exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion on the basis of the most recently available market exchange rate for yen. Any payment in respect of the Notes so made in U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.
11.Except as provided in paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
12.Except as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Tax Redemption Price, if applicable) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or units or composite currency or currencies other than that in which the Notes are denominated or stated to be payable.
13.Except as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders of Notes upon the occurrence of specified events.
14.The Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained in the Indenture.
15.Except as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global Securities.
16.Sections 1402 and 1403 of the Base Indenture shall be applicable to the Notes.
17.The Notes shall not be issued upon the exercise of debt warrants.
18.Article Sixteen of the Base Indenture shall be applicable to the Notes.
19.The other terms and conditions of the Notes shall be substantially as set forth in the Indenture and the Offering Memorandum, dated March 18, 2019, relating to the Notes.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate on the date first written above.
|
By: /s/ Michael T. Blair |
|
Name:Michael T. Blair |
By: /s/ Deborah K. Briones
Name: Deborah K. Briones
Title: Senior Vice President, Associate General Counsel
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/15/19 | ||||
| Filed as of: | 4/23/19 | |||
| Filed on: | 4/22/19 | DEFA14A | ||
| For Period end: | 3/31/19 | |||
| 3/26/19 | ||||
| 3/18/19 | 4 | |||
| 9/25/18 | ||||
| 9/6/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Prologis, Inc. 10-K 12/31/23 139:33M Donnelley … Solutions/FA 2/14/23 Prologis, Inc. 10-K 12/31/22 147:49M ActiveDisclosure/FA 9/15/22 Prologis, Inc. S-3ASR 9/15/22 12:2.3M Toppan Merrill/FA 2/09/22 Prologis, Inc. 10-K 12/31/21 138:41M ActiveDisclosure/FA 2/11/21 Prologis, Inc. 10-K 12/31/20 142:43M ActiveDisclosure/FA |