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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/03/22 Prologis, Inc. 8-K:2,8,9 10/27/22 16:973K Toppan Merrill/FA Prologis, L.P. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 61K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 288K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 146K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 43K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 53K 6: EX-5.1 Opinion of Counsel re: Legality HTML 15K 11: R1 Cover HTML 62K 14: XML IDEA XML File -- Filing Summary XML 15K 12: XML XBRL Instance -- tm2227678d2_8k_htm XML 32K 13: EXCEL IDEA Workbook of Financial Reports XLSX 9K 8: EX-101.DEF XBRL Definitions -- pld-20221027_def XML 80K 9: EX-101.LAB XBRL Labels -- pld-20221027_lab XML 108K 10: EX-101.PRE XBRL Presentations -- pld-20221027_pre XML 76K 7: EX-101.SCH XBRL Schema -- pld-20221027 XSD 16K 15: JSON XBRL Instance as JSON Data -- MetaLinks 28± 37K 16: ZIP XBRL Zipped Folder -- 0001104659-22-114410-xbrl Zip 152K
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 October 27, 2022
(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 | 2022-10-27 |
| 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 | 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 November 3, 2022. The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On October 27, the Operating Partnership priced an offering of C$500,000,000 aggregate principal amount of its 5.250% Notes due 2031 (the “Notes”). In connection with the offering, the Operating Partnership entered into an Underwriting Agreement, dated October 27, 2022 (the “Underwriting Agreement”), with Scotia Capital Inc. and TD Securities Inc., as the underwriters (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 and the ninth supplemental indenture, dated as of November 3, 2022 (the Base Indenture, as supplemented by the fifth supplemental indenture and ninth supplemental indenture, the “Indenture”).
The net proceeds to the Operating Partnership from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately C$497.9 million. The Operating Partnership intends to use the net proceeds of the offering for general corporate purposes, including to repay or repurchase other indebtedness or manage other capital needs. In the short term, the Operating Partnership may use the net proceeds to repay borrowings under its global line of credit.
The Notes will bear interest at a rate of 5.250% per annum and mature on January 15, 2031. The Notes will be senior unsecured obligations of the Operating Partnership.
At any time prior to October 15, 2030 (the “Par Call Date”), the 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 interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the sum of the Government of Canada Yield Rate plus 51 basis points. In addition, on or after the Par Call Date, the 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 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 October 27, 2022, and base prospectus, dated September 15, 2022, relating to the public offering of the Notes, the Operating Partnership is filing the Underwriting Agreement, the ninth supplemental indenture, 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.”
C:
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 October 27, 2022, between Prologis, L.P., Scotia Capital Inc. and TD Securities Inc. | |
| 4.1 | Ninth Supplemental Indenture, dated November 3, 2022, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank Trust Company, National Association. | |
| 4.2 | Form of Officers’ Certificate related to the 5.250% Notes due 2031. | |
| 4.3 | Form of 5.250% Notes due 2031. | |
| 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: November 3, 2022 | By: | /s/ Deborah Briones | |
| Name: | Deborah K. Briones | ||
| Title: | Managing Director and Deputy General Counsel | ||
| PROLOGIS, L.P. | |||
| By: Prologis, Inc., | |||
| its General Partner | |||
| Date: November 3, 2022 | By: | /s/ Deborah Briones | |
| Name: | Deborah K. Briones | ||
| Title: | Managing Director and Deputy General Counsel | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/15/31 | ||||
| 10/15/30 | ||||
| Filed on: | 11/3/22 | |||
| For Period end: | 10/27/22 | 10-Q, 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 2/14/23 Prologis, Inc. 10-K 12/31/22 147:49M ActiveDisclosure/FA 1/25/23 Prologis Euro Finance LLC 424B2 2:1.7M Toppan Merrill/FA 1/23/23 Prologis Euro Finance LLC 424B3 1:1.6M Toppan Merrill/FA 11/18/22 Prologis Yen Finance LLC 424B2 2:1.5M Toppan Merrill/FA 11/14/22 Prologis Yen Finance LLC 424B3 1:1.5M Toppan Merrill/FA |