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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/23 Prologis, Inc. 8-K:2,8,9 3/23/23 17:825K Toppan Merrill/FA Prologis, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 59K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 270K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 29K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 38K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 28K 6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 37K 7: EX-5.1 Opinion of Counsel re: Legality HTML 14K 12: R1 Cover HTML 63K 15: XML IDEA XML File -- Filing Summary XML 15K 13: XML XBRL Instance -- tm2310901d1_8k_htm XML 32K 14: EXCEL IDEA Workbook of Financial Reports XLSX 9K 9: EX-101.DEF XBRL Definitions -- pld-20230323_def XML 80K 10: EX-101.LAB XBRL Labels -- pld-20230323_lab XML 108K 11: EX-101.PRE XBRL Presentations -- pld-20230323_pre XML 76K 8: EX-101.SCH XBRL Schema -- pld-20230323 XSD 16K 16: JSON XBRL Instance as JSON Data -- MetaLinks 28± 39K 17: ZIP XBRL Zipped Folder -- 0001104659-23-039242-xbrl Zip 124K
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 March 23, 2023
(Exact name of registrant as specified in charter)
| i Maryland (Prologis, Inc.) | i 001-13545 (Prologis, Inc.) | i 94-3281941 (Prologis, Inc.) | ||
| i Delaware (Prologis, L.P.) | i 001-14245 (Prologis, L.P.) | i 94-3285362 (Prologis, L.P.) | ||
| (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):
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 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 |
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. ¨
| Co-Registrant CIK | 0001045610 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2023-03-23 |
| 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 | false |
| Co-Registrant AddressLine1 | Pier 1 |
| Co-Registrant AddressLine2 | Bay 1 |
| Co-Registrant City | San Francisco |
| Co-Registrant State | California |
| Co-Registrant ZipCode | 94111 |
| Co-Registrant CityAreaCode | 415 |
| Co-Registrant LocalPhoneNumber | 394-9000 |
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Prologis, L.P. (the “Operating Partnership”) expects that it will close the issuance and sale of the Notes (defined below) on March 30, 2023. The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On March 23, 2023, the Operating Partnership priced an offering of $750,000,000 aggregate principal amount of its 4.750% Notes due 2033 (the “2033 Notes”) and $450,000,000 aggregate principal amount of its 5.250% Notes due 2053 (the “2053 Notes” and, together with the 2033 Notes, the “Notes”). In connection with the offering, the Operating Partnership entered into an Underwriting Agreement, dated March 23, 2023 (the “Underwriting Agreement”), with BofA Securities, Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Operating Partnership 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 June 8, 2011 (the “Base Indenture”), among Prologis, Inc. (the “Parent”), the Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 (the Base Indenture, as supplemented by the fifth supplemental indenture, the “Indenture”).
The net proceeds to the Operating Partnership from the sale of the Notes, after the Underwriters’ discount and offering expenses, are estimated to be approximately $1.2 billion. The Operating Partnership intends to use the net proceeds from the offering of the notes for general corporate purposes, including to repay or repurchase other indebtedness or manage other capital needs. In the short term, the Operating Partnership may also use the amounts received from the Notes to repay borrowings under its global line of credit.
The 2033 Notes will bear interest at a rate of 4.750% per annum and mature on June 15, 2033. The 2053 Notes will bear interest at a rate of 5.250% per annum and mature on June 15, 2053. The Notes will be senior unsecured obligations of the Operating Partnership.
The 2033 Notes and the 2053 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (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 March 15, 2033, in the case of the 2033 Notes, or December 15, 2052, in the case of the 2053 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 a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 25 basis points, in the case of the 2033 Notes, and 25 basis points, in the case of the 2053 Notes. In addition, on or after the Applicable Par Call Date, each series of Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to 100% of the principal amount of the applicable series of 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 (File No. 333-267431) that the Operating Partnership, the Parent and certain of their wholly-owned subsidiaries filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Operating Partnership, the Parent and certain of their wholly-owned subsidiaries pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement, dated March 23, 2023, and base prospectus, dated September 15, 2022, relating to the public offering of the Notes, the Operating Partnership is filing the Underwriting Agreement, the form of the Notes and certain other exhibits with this Current Report on Form 8-K as exhibits 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 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 March 23, 2023, between Prologis, L.P., BofA Securities, Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., Wells Fargo Securities, LLC, and the other underwriters named in Schedule A thereto. | |
| 4.1 | Form of Officers’ Certificate related to the 4.750% Notes due 2033. | |
| 4.2 | Form of 4.750% Notes due 2033. | |
| 4.3 | Form of Officers’ Certificate related to the 5.250% Notes due 2053. | |
| 4.4 | Form of 5.250% Notes due 2053. | |
| 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. |
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: March 30, 2023 | By: | /s/ Deborah K. Briones |
|
Name: Deborah K. Briones Title: Managing Director and Deputy General Counsel | ||
|
PROLOGIS, L.P. By: Prologis, Inc., its General Partner | ||
| Date: March 30, 2023 | By: | /s/ Deborah K. Briones |
|
Name: Deborah K. Briones Title: Managing Director and Deputy General Counsel | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/15/33 | ||||
| 3/15/33 | ||||
| Filed on: | 3/30/23 | |||
| For Period end: | 3/23/23 | 424B3, FWP | ||
| 9/15/22 | 424B3, 8-K, EFFECT, FWP, S-3ASR | |||
| 8/15/13 | 8-K | |||
| 6/8/11 | 3, 8-K | |||
| 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 1/22/24 Prologis, L.P. 424B2 1/19/24 2:1.6M Toppan Merrill/FA 1/18/24 Prologis, L.P. 424B3 1:1.5M Toppan Merrill/FA 6/27/23 Prologis, L.P. 424B2 2:1.5M Toppan Merrill/FA 6/26/23 Prologis, L.P. 424B3 1:1.4M Toppan Merrill/FA 5/18/23 Prologis Euro Finance LLC 424B2 5/17/23 2:1.5M Toppan Merrill/FA 5/16/23 Prologis Euro Finance LLC 424B3 1:1.5M Toppan Merrill/FA 5/01/23 Prologis, Inc. 10-Q 3/31/23 102:22M Donnelley … Solutions/FA |