As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/17/20  Prologis, L.P.                    S-4/A                  7:2.0M                                   Toppan Merrill-FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   1.32M 
                Securities Issued in a Business-Combination                      
                Transaction                                                      
 2: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      6K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML      6K 
 5: EX-23.4     Consent of Experts or Counsel                       HTML      6K 
 6: EX-23.5     Consent of Experts or Counsel                       HTML      7K 
 7: EX-99.1     Miscellaneous Exhibit                               HTML    125K 

SUMMARY

        This summary highlights information contained elsewhere in this prospectus and may not contain all the information that is important to you. Prologis OP urges you to read carefully the remainder of this prospectus and the other documents to which Prologis OP have referred you because this section does not provide all the information that might be important to you with respect to the Merger, the exchange offers, the consent solicitations and the related matters. See also "Where You Can Find More Information."

        The Prologis Notes will be solely the obligations of Prologis OP.

Information About Prologis and Liberty

Prologis, Inc. and Prologis, L.P.

Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
(415) 394-9000

        Prologis, Inc. was formed in 1997 and is the global leader in logistics real estate with a focus on key markets in 19 countries on four continents. Prologis owns, manages and develops well-located, high-quality logistics facilities. Prologis' local teams actively manage its portfolio, which encompasses leasing and property management, capital deployment and opportunistic dispositions allowing it to recycle capital to self-fund its development and acquisition activities. The majority of Prologis' properties in the U.S. are wholly owned, while its properties outside the U.S. are generally held in co-investment ventures to mitigate Prologis' exposure to foreign currency movements. Prologis common stock is listed on the NYSE, trading under the symbol "PLD."

        Prologis, L.P. was formed in 1997 and is the primary operating subsidiary of Prologis. As of September 30, 2019, Prologis owned an approximate 97.22% common general partnership interest in Prologis OP and 100% of the preferred units in Prologis OP. As the sole general partner of Prologis OP, Prologis has complete responsibility and discretion in the day-to-day management and control of Prologis OP. Prologis only holds a de minimis amount of assets outside of Prologis OP.

Liberty Property Trust

Liberty Property Trust
650 East Swedesford Road, Suite 400
Wayne, PA 19087
(610) 648-1700

        Liberty Property Trust, a Maryland real estate investment trust, through its controlling interest in Liberty Property Limited Partnership, is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior logistics, warehouse, manufacturing, and R&D facilities in key markets. As of September 30, 2019, Liberty owned interests in 580 properties in operation, comprised of approximately 111.7 million square feet, 25 properties under development, which when completed are expected to comprise approximately 5.2 million square feet, and three properties held for redevelopment or as value-added, comprising approximately 140,000 square feet, as well as approximately 1,700 acres of developable land.

        Liberty common shares are listed on the NYSE, trading under the symbol "LPT."

The Merger

The Merger Agreement

        Prologis and Liberty have agreed to the Merger under the terms of an Agreement and Plan of Merger, dated as of October 27, 2019 (the "merger agreement"), by and among Prologis, Prologis OP, Lambda REIT Acquisition LLC ("Prologis Merger Sub"), Lambda OP Acquisition LLC ("Prologis OP Merger Sub"), Liberty, Liberty OP and Leaf HoldCo Property Trust ("New Liberty Holdco").

        The merger agreement provides that the closing of the Merger will take place on the second business day following the date on which the last of the conditions to the closing of the Merger has been satisfied or waived (other than those conditions that by their terms are required to be satisfied at the closing), unless otherwise agreed by the Prologis parties and the Liberty parties. See "The Merger—The Merger Agreement" for more information.

The Merger

        Upon the terms and subject to the conditions set forth in the merger agreement, Liberty and Prologis will combine through a multi-step process:

•

first, in the "Liberty merger," Liberty Merger Sub (an indirect wholly owned subsidiary of Liberty to be formed as a Maryland limited liability company after the date of the merger agreement) will merge with and into Liberty, with Liberty continuing as the surviving entity and an indirect wholly owned subsidiary of New Liberty Holdco;



•

thereafter, in the "Topco merger," New Liberty Holdco will merge with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity and remaining a wholly owned subsidiary of Prologis;



•

thereafter, in the "contribution and issuance," Prologis, its applicable subsidiaries and Prologis Merger Sub will cause all of the outstanding equity interests of Liberty to be contributed to Prologis OP in exchange for the issuance by Prologis OP of Prologis OP common units to certain subsidiaries of Prologis; and



•

thereafter, in the "partnership merger," Prologis OP Merger Sub will merge with and into Liberty OP, with Liberty OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP.

        Upon the consummation of the Liberty merger described above, the separate existence of Liberty Merger Sub will cease. Upon completion of the Topco merger described above, the separate existence of New Liberty Holdco will cease. Upon completion of the partnership merger described above, the separate existence of Prologis OP Merger Sub will cease. See "The Merger—The Merger Agreement—Form, Closing and Effective Time of the Merger" for more information.

Merger Consideration

        In the Liberty merger, each issued and outstanding Liberty common share immediately prior to the Liberty merger effective time will be converted into one newly issued New Liberty Holdco common share. The Liberty common shares and the New Liberty Holdco common shares will be identical in all respects.

        In the Topco merger, each issued and outstanding New Liberty Holdco common share immediately prior to the Topco merger effective time (other than (i) New Liberty Holdco common shares owned by any of the Liberty parties or any wholly owned subsidiary of Liberty and (ii) New Liberty Holdco common shares owned by the Prologis parties or any of their respective wholly owned subsidiaries, which New Liberty Holdco common shares will be canceled) will be converted into the right to receive

0.675 validly issued, fully paid and non-assessable shares of Prologis common stock, without interest but subject to any withholding required under applicable tax law, plus the right, if any, to receive cash in lieu of fractional shares of Prologis common stock into which such New Liberty Holdco common shares would have been converted pursuant to the merger agreement.

        In the partnership merger, (i) each Liberty OP common unit that is issued and outstanding immediately prior to the partnership merger effective time will automatically be converted into 0.675 new validly issued Prologis OP common units and (ii) each Liberty OP preferred unit that is issued and outstanding immediately prior to the partnership merger effective time will automatically be converted into one new validly issued new Prologis preferred unit with substantially the same terms and rights as such Liberty OP preferred units immediately prior to the partnership merger. No fractional new Prologis OP common units will be issued in the partnership merger. Any fractional new Prologis OP common unit that would otherwise be issued to any holder of Liberty OP common units will be rounded up to the nearest whole number.

        See "The Merger—The Merger Agreement" for more information.

Directors and Management of Prologis Following the Merger

        There will be no change to the members of the Prologis board or executive officers as a result of the Merger. Hamid R. Moghadam will serve as Chief Executive Officer and Chairman of Prologis. See "The Merger—Directors of Prologis Following the Merger" for more information.

Expected Timing of the Merger

        The parties expect the Merger to be completed in early February 2020. Neither Liberty nor Prologis can predict the actual date on which the Merger will be completed, or if the Merger will be completed at all, because completion of the Merger is subject to conditions and factors outside of the control of both companies, including the approval of the company mergers by the Liberty shareholders and the satisfaction of certain other closing conditions.

Conditions to Completion of the Merger

        The respective obligations of each of the Liberty parties and the Prologis parties to effect the Merger and to consummate the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver of certain customary conditions, including, among others, the approval of the company mergers by the Liberty shareholders, the absence of any legal prohibitions, listing of Prologis common stock, delivery of certain tax opinions, the accuracy of the other parties' representations and warranties (subject to customary materiality qualifiers), and compliance by the other parties with their respective obligations under the merger agreement (subject to customary materiality qualifiers).

        Neither Liberty nor Prologis can be certain when, or if, the conditions to the completion of the Merger will be satisfied or waived, or that the Merger will be effected. See "The Merger—The Merger Agreement—Conditions to Completion of the Merger" for more information.

        The consummation of the exchange offers and consent solicitations are not a condition to the closing of the Merger.

Regulatory Approvals Required for the Merger

        The consummation of the Merger and the other transactions contemplated by the merger agreement is not subject to the receipt of any governmental approvals or the expiration of any regulatory waiting period. See "The Merger—The Merger Agreement—Regulatory Approvals Required for the Merger" for more information.

Termination of the Merger Agreement

        The merger agreement may be terminated and the Merger may be abandoned at any time prior to the Topco merger effective time, whether before or after the receipt of the Liberty shareholder approval (unless otherwise specified below), under the following circumstances:

•

by mutual written consent of Liberty and Prologis;



•

by either Liberty or Prologis if:



•

upon the completion of voting at the special meeting of Liberty shareholders convened for the purpose of approving the Merger, the affirmative vote of the holders of at least two-thirds of the outstanding Liberty common shares entitled to vote on the approval of the company mergers ("Liberty shareholder approval") is not obtained (except that Liberty will not have this right to terminate if the failure to obtain such Liberty shareholder approval was primarily caused by a material breach by any of the Liberty parties of their respective obligations with respect to the preparation of the related Form S-4 and the proxy statement/prospectus, the Liberty special meeting, non-solicitation of acquisition proposals or making any change in company recommendation);



•

a governmental authority of competent jurisdiction has issued an order, decree, judgment, injunction or taken any other action, which permanently restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Merger, and such order, decree, judgment, injunction or other action has become final and non-appealable; or



•

the Merger has not been consummated on or before 5:00 p.m. (New York time) on June 1, 2020 (except that this termination right will not be available to a party whose failure to comply with any provision of the merger agreement has been the primary cause of, or resulted in, the failure of the Merger to occur on or before such date).



•

by Liberty:



•

at any time prior to the receipt of the Liberty shareholder approval, in order to enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement (except that the merger agreement may not be so terminated unless Liberty concurrently pays a termination fee); or



•

if any of the Prologis parties has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure to perform, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the related closing conditions not being satisfied on the closing date, unless such breach or failure to perform is not cured or curable by the earlier of 30 days after notice of such breach or failure to perform is given or two business days prior to June 1, 2020 (except that Liberty will not have this right to terminate if Liberty or Liberty OP is in breach of any of its own representations, warranties, covenants or agreements set forth in the merger agreement such that the related closing conditions would not be satisfied).



•

by Prologis if:



•

prior to obtaining the Liberty shareholder approval, a change in company recommendation has occurred (except that Prologis will no longer have this right to terminate if and when the Liberty shareholder approval is obtained);



•

there is a willful breach of the non-solicitation/change of recommendation covenants; or

•

any of the Liberty parties has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure to perform, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the related closing conditions not being satisfied on the closing date, and such breach or failure to perform is not cured or curable by the earlier of 30 days after notice of such breach or failure to perform is given or two business days prior to June 1, 2020 (except that Prologis will not have this right to terminate if Prologis or Prologis OP is in breach of any of its own representations, warranties, covenants or agreements set forth in the merger agreement such that the related closing conditions would not be satisfied).

        See "The Merger—The Merger Agreement—Termination of the Merger Agreement" for more information.

Litigation Relating to the Mergers

        On November 27, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned Shiva Stein v. Liberty Property Trust Inc. et al., Case No. 1:19-cv-03428 (the "Stein Action"), filed in the United States District Court for the District of Maryland, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Stein Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information from the Form S-4, rendering the Form S-4 materially deficient. On December 5, 2019, Liberty, Liberty OP, the Liberty board, Prologis, Prologis OP, Prologis Merger Sub, Prologis OP Merger Sub and New Liberty Holdco were sued in a putative class action lawsuit, captioned John Thompson v. Liberty Property Trust, et al., Case No. 1:19-cv-02230 (the "Thompson Action"), filed in the United States District Court for the District of Delaware, and also in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Thompson Action alleges that Liberty, Liberty OP, the Liberty board, Prologis, Prologis OP, Prologis Merger Sub, Prologis OP Merger Sub and New Liberty Holdco violated federal securities laws by omitting from the Form S-4, and/or misrepresenting in the Form S-4, material information, rendering the Form S-4 materially deficient. On December 16, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned Berlinger v. Liberty Property Trust et al., Case No. 1:19-cv-03562 (the "Berlinger Action"), filed in the United States District Court for the District of Maryland, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Berlinger Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information in the Form S-4, rendering the Form S-4 materially deficient. On December 16, 2019, Prologis, Liberty and the Liberty board were sued in a putative class action lawsuit, captioned Robert Garfield v. William P. Hankowsky et al., No. 2019-cv-9529-cv (the "Garfield Action"), filed in the Court of Common Pleas of Dauphin County, Pennsylvania. The complaint in the Garfield Action alleges that Prologis and Liberty omitted material information from the Form S-4, rendering the Form S-4 materially deficient, that the Liberty board violated its fiduciary duties to Liberty shareholders in connection with the proposed merger of Liberty and Prologis, and that Prologis aided and abetted those breaches of fiduciary duty. On December 19, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned McDonough v. Liberty Property Trust et al., Case No. 2:19-cv-21582 (the "McDonough Action"), filed in the United States District Court for the District of New Jersey, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the McDonough Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information in the Form S-4, rendering the Form S-4 materially deficient. On December 20, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned Hagerty v. Liberty Property Trust et al., Case No. 1:19-cv-11679 (the "Hagerty Action"), filed in the United States District Court for the Southern District of New York, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Hagerty Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information in the Form S-4,

rendering the Form S-4 materially deficient. Plaintiffs in the Stein, Thompson, Berlinger, Garfield, McDonough and Hagerty Actions seek, among other things, (i) to enjoin the transaction, and (ii) attorneys' fees and costs in connection with these lawsuits. If additional similar complaints are filed, absent new or different allegations that are material, neither Liberty nor Prologis will necessarily announce such additional filings.

        Although the ultimate outcome of litigation cannot be predicted with certainty, Liberty and Prologis believe that these lawsuits are without merit and intend to defend against these actions vigorously.

Questions and Answers about the Exchange Offers and Consent Solicitations

Q:

Why is Prologis OP making the exchange offers and consent solicitations?

A:

Prologis OP is conducting the exchange offers in order to simplify the capital structure of Prologis and its consolidated subsidiaries following the completion of the Merger. Prologis OP is commencing the exchange offers prior to the completion of the Merger in order to achieve these benefits as soon as practicable after consummation of the Merger.

The principal purpose of the consent solicitations and the Proposed Amendments to the Liberty Indenture is to eliminate certain covenants contained in the Liberty Indenture that afford protection to holders of Liberty Notes, including substantially all of the restrictive covenants, certain affirmative covenants, certain events of default and substantially all of the restrictions on the ability of Liberty to merge, consolidate or sell all or substantially all of its properties or assets.

Q:

What will I receive if I tender my Liberty Notes in the applicable exchange offers and give my consent in the consent solicitations?

A:

Subject to certain conditions described below, for each Liberty Note validly tendered (and concurrent consent to the Proposed Amendments delivered) and not validly withdrawn prior to the Final Expiration Date and accepted for exchange, you will be eligible to receive a Prologis Note (as designated in the table below) in a principal amount equal to the applicable exchange consideration of such tendered Liberty Note that will have substantially the same terms, including interest rate, interest payment dates, redemption terms and maturity as the corresponding Liberty Note (prior to the Proposed Amendments) for which it was exchanged. The Prologis Notes will be issued by Prologis OP.

Specifically, (a) in exchange for each $1,000 principal amount of Liberty Notes that is validly tendered prior to 5:00 p.m., New York City time, on the Early Expiration Date, and not validly withdrawn, holders will receive total consideration consisting of (i) the exchange consideration of $970 principal amount of Prologis Notes plus $1 in cash and (ii) the Early Participation Premium of $30 principal amount of Prologis Notes, and (b) in exchange for each $1,000 principal amount of Liberty Notes that is validly tendered after the Early Expiration Date but prior to the Final Expiration Date, and not validly withdrawn, holders will receive only the exchange consideration, which consists of $970 principal amount of Prologis Notes plus $1 in cash.

If you validly tender Liberty Notes prior to the Early Expiration Date, you may validly withdraw your tender and the related consent prior to the Early Expiration Date, but you will not receive the applicable Early Participation Premium unless you validly re-tender prior to the Early Expiration Date. If you validly tender Liberty Notes prior to the Early Expiration Date, you may validly withdraw your tender after the Early Expiration Date and before the Final Expiration Date, but you may not withdraw the related consent and you will not receive the applicable Early Participation Premium. If you validly tender Liberty Notes after the Early Expiration Date and before the Final Expiration Date, you will not receive the applicable Early Participation Premium and you may withdraw your tender and the related consent at any time prior to the Final Expiration Date.

Notwithstanding the foregoing, the Prologis Notes will be issued only in denominations of $1,000 and whole multiples of $1,000 in excess thereof. See "Description of the Prologis Notes—General." If Prologis OP would otherwise be required to issue a Prologis Note in a denomination other than $1,000 or a whole multiple of $1,000, Prologis OP will, in lieu of such issuance:

•

issue a Prologis Note in a principal amount that has been rounded down to the nearest whole multiple of $1,000; and

•

pay cash in an amount equal to:



•

the difference between (i) the principal amount of the Prologis Notes due upon exchange and (ii) the principal amount of the Prologis Note actually issued in accordance with this paragraph; plus



•

accrued and unpaid interest on the principal amount representing such difference to the date of the exchange.

The applicable exchange consideration and Early Participation Premium will be calculated only on current principal amounts outstanding as of the Settlement Date. For an illustration on how the exchange consideration and Early Participation Premium will be calculated, see "The Exchange Offers and Consent Solicitations."

The Prologis Notes will be issued under and governed by the terms of the Prologis OP Indenture described under "The Exchange Offers and Consent Solicitations." Except as otherwise set forth above, instead of receiving a payment for accrued interest on Liberty Notes that you exchange, the Prologis Notes you receive in exchange for those Liberty Notes will accrue interest from the most recent date to which interest has been paid on those Liberty Notes.

As a holder of Liberty Notes, you may give your consent to the Proposed Amendments to the Liberty Indenture only by tendering your Liberty Notes in the applicable exchange offer. You may not withhold your consent to the Proposed Amendments when you tender your Liberty Notes in the applicable exchange offer.

As described in the table below, Prologis OP is offering to exchange all validly tendered and accepted notes that were issued by Liberty OP with notes to be issued by Prologis OP.

Q:

What are the consequences of not consenting in the consent solicitations by failing to tender prior to the Early Expiration Date or Final Expiration Date, as applicable?

A:

Holders that fail to tender their Liberty Notes (and thereby fail to deliver valid and unrevoked consents) prior to the Early Expiration Date but who do so on or prior to the Final Expiration Date will receive exchange consideration equal to $970 principal amount of Prologis Notes plus $1 in cash for each $1,000 principal amount of such tendered Liberty Notes and will not receive the Early Participation Premium. Holders that validly tender Liberty Notes prior to the Early Expiration Date may validly withdraw their tender and the related consent prior to the Early Expiration Date, but will not receive the applicable Early Participation Premium unless they validly re-tender prior to the Early Expiration Date. Holders that validly tender Liberty Notes prior to the Early Expiration Date may validly withdraw their tender after the Early Expiration Date and before the Final Expiration Date, but may not withdraw the related consent and will not receive the applicable Early Participation Premium. Holders that tender Liberty Notes after the Early Expiration Date and before the Final Expiration Date will not receive the applicable Early Participation Premium and may withdraw their tender and the related consent at any time prior to the Final Expiration Date.

Q:

What are the consequences of not tendering in the applicable exchange offers?

A:

If the Proposed Amendments to the Liberty Indenture have been adopted, the amendments will apply to the applicable Liberty Notes governed by such indenture that are not validly tendered or not accepted by Prologis OP in the applicable exchange offers. Thereafter, all such Liberty Notes will be governed by the Liberty Indenture as amended by the Proposed Amendments, which will have less restrictive terms and afford reduced protections to the holders of such securities compared to those currently in the Liberty Indenture. See "Risk Factors—Risks Related to the Exchange Offers and Consent Solicitations—The Proposed Amendments to the Liberty Indenture will afford reduced protection to remaining holders of Liberty Notes."

If the Requisite Consents (as defined below) are not received and the Proposed Amendments to the Liberty Indenture are therefore not adopted, all of the Liberty Notes will be governed by the existing Liberty Indenture. The obligor on the Liberty Notes will continue to be Liberty OP, which will continue its existence after the Merger as a wholly owned subsidiary of Prologis OP, rather than as an independent public company. Claims of holders of the Liberty Notes under such Liberty Notes, where applicable, will be permitted to be made against assets of Liberty, in accordance with the terms of the Liberty Indenture, and may not be made with respect to other assets of Prologis.

Q:

How do the Liberty Notes differ from the Prologis Notes to be issued in the applicable exchange offers?

A:

Each new Prologis Note issued in exchange for a Liberty Note will have the same interest rate, interest payment dates, redemption terms and maturity as the corresponding Liberty Note for which it is offered in exchange, and will accrue interest from the most recent interest payment date of the tendered Liberty Note. The Liberty Indenture, without taking into effect the adoption of the Proposed Amendments, and the Prologis OP Indenture are substantially the same, except that, among other things:

•

the Prologis OP Indenture definition of debt (1) limits the amount of secured debt to include the lesser of the amount of secured debt or the fair market value of the property that secures such debt, (2) includes letters of credit only to the extent called upon and (3) includes the principal amount of all obligations with respect to redemption, repayment or other repurchase of any Disqualified Stock (as defined in the Prologis OP Indenture).

•

the Prologis OP Indenture's limitations on the incurrence of debt (1) does not take into account accumulated depreciation of Prologis' real estate assets in measuring its assets for debt-to-asset computations and (2) adds certain assumptions in computing financial ratios.

•

the financial reporting obligations in the Prologis OP Indenture are those of Prologis, rather than Liberty.

For more information, see "The Exchange Offers and Consent Solicitations."

Q:

How will the Liberty Notes differ if the Proposed Amendments to the Liberty Indenture are adopted?

A:

After giving effect to the Merger, the outstanding Liberty Notes that are not validly tendered or not accepted by Prologis OP will continue to be governed by the Liberty Indenture. The Proposed Amendments to the Liberty Indenture will:

(i)

delete in its entirety Section 501(5) of the Liberty Indenture, which addresses cross-acceleration and certain related cross-references and defined terms and amend Section 501(4) of the Liberty Indenture to eliminate defaults or breaches of Article Eight of the Liberty

Indenture from the items which constitute an Event of Default (collectively, the "Events of Default Amendments");

(ii)

delete in their entirety the provisions addressing conditions to mergers, sales, leases and conveyances set forth in Article Eight (Consolidation, Merger, Sale, Lease or Conveyance) of the Liberty Indenture and certain related cross-references and defined terms (collectively, the "Merger Restriction Amendments");



(iii)

delete in its entirety Section 1006 (Maintenance of Properties) of the Liberty Indenture and certain related cross-references and defined terms (collectively, the "Maintenance of Properties Amendments");



(iv)

delete in its entirety Section 1007 (Insurance) of the Liberty Indenture and certain related cross-references and defined terms (collectively, the "Insurance Amendments");



(v)

delete in its entirety Section 1008 (Payment of Taxes and Other Claims) of the Liberty Indenture and certain related cross-references and defined terms (collectively, the "Payment of Taxes and Other Claims Amendments");



(vi)

delete in its entirety the financial reporting obligations set forth in Section 1009 (Provision of Financial Information) of the Liberty Indenture and certain related cross-references and defined terms (collectively, the "Financial Information Amendments");



(vii)

(a) delete in its entirety Article Two (Remedies) of the Sixth Supplemental Indenture (defined below), (b) replace Article Three (Additional Covenants) of the Sixth Supplemental Indenture with a provision that clarifies that Section 501(5), Articles Eight, Section 1006, Section 1007, Section 1008 and Section 1009 of the Liberty Indenture do not apply to the Liberty 2026 Notes and further clarifies that defaults or breaches of Article Eight of the Liberty Indenture do not constitute an Event of Default and (c) and delete certain related cross-references and defined terms of the Sixth Supplemental Indenture (the "Sixth Supplemental Indenture"), dated as of September 20, 2016, between Liberty OP and the Trustee (collectively, the "Sixth Supplemental Indenture Amendments"); and



(viii)

(a) delete in its entirety Article Two (Remedies) of the Seventh Supplemental Indenture (defined below) and certain related cross-references and defined terms of the Seventh Supplemental Indenture (the "Seventh Supplemental Indenture") dated as of April 27, 2017 between Liberty OP and the Trustee, (b) replace Article Two (Additional Covenants) of the Eighth Supplemental Indenture with a provision that clarifies that Section 501(5), Articles Eight, Section 1006, Section 1007, Section 1008 and Section 1009 of the Liberty Indenture do not apply to the Liberty 2029 Notes and further clarifies that defaults or breaches of Article Eight of the Liberty Indenture do not constitute an Event of Default and (c) delete certain related cross-references and defined terms of the Eighth Supplemental Indenture (the "Eighth Supplemental Indenture"), dated as of January 25, 2019, between Liberty OP and the Trustee (collectively, the "Eighth Supplemental Indenture Amendments").

The Events of Default Amendments, the Merger Restriction Amendments, the Maintenance of Properties Amendments, the Insurance Amendments, the Payment of Taxes and Other Claims Amendments and the Financial Information Amendments are collectively referred to as the "Original Indenture Amendments", and the Original Indenture Amendments, the Sixth Supplemental Indenture Amendments and the Eighth Supplemental Indenture Amendments are collectively referred to herein as the "Proposed Amendments." For a description of the Proposed Amendments, see "The Proposed Amendments."

If approved, the Proposed Amendments will result in the elimination of certain covenants contained in the Liberty Indenture that afford protection to holders of Liberty Notes, including

substantially all of the restrictive covenants, certain affirmative covenants, certain events of default and substantially all of the restrictions on the ability of Liberty to merge, consolidate or sell all or substantially all of its properties or assets, permit Liberty and its subsidiaries to take actions that could be adverse to the interests of the holders of the outstanding Liberty Notes. See "Description of the Differences Between the Prologis Notes and the Liberty Notes" for more information.

The Prologis Notes will be Prologis OP's direct, unsecured and unsubordinated obligations and will rank pari passu with all of Prologis OP's other unsecured and unsubordinated indebtedness outstanding from time to time. As of September 30, 2019, Prologis OP's unsecured senior debt securities, unsecured credit facilities and other senior debt totaled approximately $10.9 billion on a consolidated basis.

Q:

What consents are required to effect the Proposed Amendments to the Liberty Indenture and consummate the exchange offers?

A:

The Liberty Indenture provides that Liberty and the Trustee may amend, supplement or modify the Liberty Indenture by entering into a supplemental indenture with the consent of holders of not less than a majority in principal amount of all outstanding securities affected by such supplemental indenture voting as a single class. Accordingly, approval of each of the Proposed Amendments in the table below requires the receipt of valid unrevoked consents from holders of not less than a majority in principal amount of the notes entitled to cast a consent for such Proposed Amendment voting as a single class. The far right column in the table below provides the defined term for the receipt of such requisite consents for each of the Proposed Amendments. The table below also provides the amounts of debt outstanding for each voting class as of the date of this prospectus.

Depending on the series of Liberty Notes you hold, you will be entitled to cast your consent for the Proposed Amendments in the table below marked with an "X," but will not be allowed to cast a consent for the Proposed Amendments marked with a "—."

Holders must provide consents to all of the Proposed Amendments applicable to a particular series of notes or none of them. A consent purporting to consent only to some of the Proposed

Amendments (or any portion thereof) will not be valid (unless Prologis OP waives the defect in such consent).

The Events of Default Amendments Requisite Consent, Merger Restriction Amendments Requisite Consent, Maintenance of Properties Amendments Requisite Consent, Insurance Amendments

Requisite Consent, Payment of Taxes and Other Claims Amendments Requisite Consent, Financial Information Amendments Requisite Consent, the Sixth Supplemental Indenture Amendments Requisite Consent and the Eighth Supplemental Indenture Amendments Requisite Consent are collectively referred to herein as the "Requisite Consents." The Requisite Consent for each of the Proposed Amendments must be received by the Final Expiration Date in order to amend the Liberty Indenture to effect such Proposed Amendment.

The consent solicitation is being made on upon the terms and is subject to the conditions set forth herein and the related letter of transmittal. Prologis OP reserves the right to accept consents to effect any of the Events of Default Amendments, the Merger Restriction Amendments, the Maintenance of Properties Amendments, the Insurance Amendments, the Payment of Taxes and Other Claims Amendments, the Financial Information Amendments, the Sixth Supplemental Indenture Amendments and the Eighth Supplemental Indenture Amendments or any combination thereof, to the extent that Prologis OP has received the applicable Requisite Consent, even if Prologis OP has not obtained each of the other Requisite Consents necessary to effect all of the Proposed Amendments.

Q:

What is the completion of the exchange offers and consent solicitations conditioned upon?

A:

Prologis OP's obligations to complete the exchange offers and consent solicitations are conditioned upon, among other things, (i) receipt of Requisite Consents sufficient to effect the Proposed Amendments and (ii) the consummation of the Merger, although Prologis OP may, at its option, waive any condition with respect to the exchange offers and consent solicitations. For information about other conditions to Prologis OP's obligations to complete the exchange offers and consent solicitations, see "The Exchange Offers and Consent Solicitations—Conditions to the Exchange Offers and Consent Solicitations."

Q:

Will Prologis OP accept consents to the Proposed Amendments without holders tendering their corresponding Liberty Notes?

A:

No. As a holder of Liberty Notes, you may give your consent to the Proposed Amendments to the Liberty Indenture only by tendering your Liberty Notes of a series governed by the Liberty Indenture in one of the aforementioned exchange offers. If you validly tender Liberty Notes prior to the Early Expiration Date, you may validly withdraw your tender and the related consent prior to the Early Expiration Date. If you validly tender Liberty Notes prior to the Early Expiration Date, you may validly withdraw your tender after the Early Expiration Date and before the Final Expiration Date, but you may not withdraw the related consent. If you tender Liberty Notes after the Early Expiration Date and before the Final Expiration Date you may withdraw your tender and the related consent at any time prior to the Final Expiration Date.

Q:

Will Prologis OP accept all tenders of Liberty Notes?

A:

Subject to the satisfaction or waiver of the conditions to the exchange offers, Prologis OP will accept for exchange any and all Liberty Notes that (i) have been validly tendered in the applicable exchange offer before the Final Expiration Date and (ii) have not been validly withdrawn before the Final Expiration Date.

Q:

When will Prologis OP issue new Prologis Notes and pay the cash due upon exchange?

A:

Assuming the conditions to the exchange offers, including the consummation of the Merger, are satisfied or waived, Prologis OP will issue new Prologis Notes in book-entry form through The Depositary Trust Company ("DTC") and pay the cash due upon exchange on the Settlement Date

in exchange for Liberty Notes that are validly tendered (and not validly withdrawn) before the Final Expiration Date and that are accepted for exchange.

Q:

When will the Proposed Amendments to the Liberty Indenture become effective?

A:

If Prologis OP receives the Requisite Consents, the Proposed Amendments to the Liberty Indenture will be entered into and become effective on the Settlement Date. This assumes that all other conditions of the exchange offers and consent solicitations are satisfied or waived, as applicable.

Q:

When will the exchange offers expire?

A:

Each exchange offer will expire at 11:59 p.m., New York City time, on February 6, 2020, unless Prologis OP, in its sole discretion, extends such exchange offer, in which case the Final Expiration Date will be the latest date and time to which such exchange offer is extended. Prologis OP intends to extend the Final Expiration Date if needed so that it will occur after the Merger is closed. See "The Exchange Offers and Consent Solicitations—Final Expiration Date; Extensions; Amendments."

Q:

What are my rights if I change my mind after I tender my Liberty Notes and deliver my consent?

A:

You may withdraw tendered Liberty Notes at any time prior to the Final Expiration Date. Holders that validly tender Liberty Notes prior to the Early Expiration Date may validly withdraw their tender and the related consent prior to the Early Expiration Date. Holders that validly tender Liberty Notes prior to the Early Expiration Date may validly withdraw their tender after the Early Expiration Date and before the Final Expiration Date, but may not withdraw the related consent. Holders that tender Liberty Notes after the Early Expiration Date and before the Final Expiration Date may withdraw their tender and the related consent at any time prior to the Final Expiration Date.

Once withdrawal rights have expired on the Final Expiration Date, tenders of Liberty Notes may not be validly withdrawn unless Prologis OP is otherwise required by law to permit withdrawal. In the event of termination of an exchange offer, the Liberty Notes tendered pursuant to such exchange offer will be promptly returned to the tendering holders. See "The Exchange Offers and Consent Solicitations—Procedures for Consenting and Tendering—Withdrawal of Tenders and Revocation of Corresponding Consents."

Q:

How do I exchange my Liberty Notes if I am a beneficial owner of Liberty Notes held of record by a custodian bank, depositary, broker, trust company or other nominee? Will the record holder exchange my Liberty Notes for me?

A:

Currently, all of the Liberty Notes are held in book-entry form and can only be tendered through the applicable procedures of DTC. However, if any Liberty Notes are subsequently issued in certificated form and are held of record by a custodian bank, depositary, broker, trust company or other nominee and you wish to tender the securities in the applicable exchange offers, you should contact that institution promptly and instruct the institution to tender on your behalf. The record holder will tender your notes on your behalf, but only if you instruct the record holder to do so. See "The Exchange Offers and Consent Solicitations—Procedures for Consenting and Tendering—Liberty Notes Held Through a Nominee."

Q:

Do I have the right to dissent from the exchange offers or the consent solicitations or seek appraisal of the Liberty Notes I hold?

A:

Holders of Liberty Notes do not have any appraisal or dissenters' rights under New York law, the law governing the Liberty Indenture, or under the terms of the Liberty Indenture in connection with the exchange offers and consent solicitations.

Q:

Will the Prologis Notes be eligible for trading on an exchange?

A:

The Prologis Notes will not be listed on any securities exchange and there can be no assurance as to the development or liquidity of any market for the Prologis Notes. See "Risk Factors—Risks Related to the Prologis Notes—Your ability to transfer the Prologis Notes may be limited by the absence of a trading market."

Q:

To whom should I direct any questions?

A:

Questions concerning the terms of the exchange offers or the consent solicitations should be directed to the dealer managers; contact information for the dealer managers is set forth on the back cover of this prospectus. Questions concerning tender procedures and requests for additional copies of this prospectus should be directed to the information agent. The address and telephone numbers of the information agent are also set forth on the back cover page of this prospectus.

Prologis OP may be required to amend or supplement this prospectus at any time to add, update or change the information contained in this prospectus. You should read this prospectus and any amendment or supplement hereto, together with the documents incorporated by reference herein and the additional information described under "Where You Can Find More Information."

Risk Factors

        An investment in the Prologis Notes involves risks that a potential investor should carefully evaluate prior to making such an investment. See "Risk Factors" beginning on page 36 of this prospectus.

The Exchange Offers and Consent Solicitations

The Prologis Notes

 

Selected Historical Financial Data of Prologis L.P.

        The following selected historical financial information for each of the years during the five-year period ended December 31, 2018 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2018 have been derived from Prologis' audited consolidated financial statements. The selected historical financial information for the nine months ended September 30, 2019 and 2018 and the selected balance sheet data as of September 30, 2019 have been derived from Prologis' unaudited interim consolidated financial statements. As permitted by the rules and regulations of the SEC, the unaudited interim financial statements of Prologis exclude certain footnote disclosures normally included in our annual audited consolidated financial statements prepared in accordance with GAAP. In management's opinion, the condensed financial statements of Prologis reflect all normal recurring adjustments needed to fairly present its financial position, operating results and cash flows at the dates and for the periods presented.

        You should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations of Prologis included in Prologis' Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which are incorporated herein by reference. See "Where You Can Find More Information."

Funds From Operations Attributable to Common Stockholders/Unitholders

        Funds From Operations, or "FFO," is a non-GAAP financial measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings.

        The National Association of Real Estate Investment Trusts, or "NAREIT," defines FFO as earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales, along with impairment charges, of previously depreciated properties. Prologis also excludes the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of its investment, as these are similar to gains from the sales of previously depreciated properties. Prologis excludes similar adjustments from its unconsolidated entities and the third parties' share of its consolidated co-investment ventures.

        Prologis' FFO Measures.    Prologis' FFO measures begin with NAREIT's definition, and Prologis makes certain adjustments to reflect its business and the way that management plans and executes its business strategy. While not infrequent or unusual, the additional items Prologis adjusts for in calculating FFO, as modified by Prologis and Core FFO (both as defined below), are subject to significant fluctuations from period to period. Although these items may have a material impact on Prologis' operations and are reflected in its financial statements, the removal of the effects of these items allows Prologis to better understand the core operating performance of its properties over the long-term. These items have both positive and negative short-term effects on Prologis' results of operations in inconsistent and unpredictable directions that are not relevant to its long-term outlook.

        Prologis calculates its FFO measures, as defined below, based on its proportionate ownership share of both its unconsolidated and consolidated ventures. Prologis reflects its share of its FFO measures for unconsolidated ventures by applying its average ownership percentage for the period to the applicable reconciling items on an entity by entity basis. Prologis reflects its share for consolidated ventures in which it does not own 100% of the equity by adjusting its FFO measures to remove the noncontrolling interests share of the applicable reconciling items based on its average ownership percentage for the applicable periods.

        These FFO measures are used by Prologis' management as supplemental financial measures of operating performance and it believes that it is important that stockholders, potential investors and financial analysts understand the measures management uses. Prologis does not use its FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of Prologis' operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of Prologis' ability to fund its cash needs.

        Prologis analyzes its operating performance primarily by the rental revenues of its real estate and the revenues from its strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities.

        FFO, as modified by Prologis attributable to common stockholders and unitholders, or FFO, as modified by Prologis.    To arrive at FFO, as modified by Prologis, Prologis adjusts the NAREIT defined FFO measure to exclude the impact of foreign currency related items and deferred tax, specifically:

•

deferred income tax benefits and deferred income tax expenses recognized by its subsidiaries;



•

current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in earnings that is excluded from its defined FFO measure;



•

unhedged foreign currency exchange gains and losses resulting from debt transactions between Prologis and its foreign consolidated subsidiaries and its foreign unconsolidated entities;



•

foreign currency exchange gains and losses from the remeasurement (based on current foreign currency exchange rates) of certain third-party debt of Prologis' foreign consolidated and unconsolidated entities; and



•

mark-to-market adjustments associated with derivative financial instruments.

        Prologis uses FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate Prologis' performance against other REITs that do not have similar operations or operations in jurisdictions outside the United States.

        Core FFO attributable to common stockholders and unitholders, or "Core FFO."    In addition to FFO, as modified by Prologis, Prologis also uses Core FFO. To arrive at Core FFO, Prologis adjusts FFO, as modified by Prologis, to exclude the following recurring and nonrecurring items that Prologis recognized directly in FFO, as modified by Prologis:

•

gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell;



•

income tax expense related to the sale of investments in real estate and third-party acquisition costs related to the acquisition of real estate;



•

impairment charges recognized related to Prologis' investments in real estate generally as a result of its change in intent to contribute or sell these properties;



•

gains or losses from the early extinguishment of debt and redemption and repurchase of preferred stock; and



•

expenses related to natural disasters.

        Prologis uses Core FFO, including by segment and region, to: (i) assess its operating performance as compared to other real estate companies; (ii) evaluate its performance and the performance of its properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of its management; (iv) budget and forecast future results to assist in the allocation of

resources; (v) provide guidance to the financial markets to understand its expected operating performance; and (vi) evaluate how a specific potential investment will impact its future results.

        Limitations on the use of Prologis' FFO measures.    While Prologis believes its modified FFO measures are important supplemental measures, neither NAREIT's nor Prologis' measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures Prologis uses when analyzing its business. Some of the limitations are:

•

The current income tax expenses and acquisition costs that are excluded from Prologis' modified FFO measures represent the taxes and transaction costs that are payable.



•

Depreciation and amortization of real estate assets are economic costs that are excluded from FFO. FFO is limited, as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Furthermore, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of logistics facilities are not reflected in FFO.



•

Gains or losses from non-development property dispositions and impairment charges related to expected dispositions represent changes in value of the properties. By excluding these gains and losses, FFO does not capture realized changes in the value of disposed properties arising from changes in market conditions.



•

The deferred income tax benefits and expenses that are excluded from Prologis' modified FFO measures result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. Prologis' modified FFO measures do not currently reflect any income or expense that may result from such settlement.



•

The foreign currency exchange gains and losses that are excluded from Prologis' modified FFO measures are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of Prologis' foreign currency-denominated net assets is indefinite as to timing and amount. Prologis' FFO measures are limited in that they do not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.



•

The gains and losses on extinguishment of debt or preferred stock that Prologis excludes from its Core FFO, may provide a benefit or cost to Prologis as it may be settling its debt at less or more than its future obligation.



•

The natural disaster expenses that Prologis excludes from Core FFO are costs that Prologis has incurred.

        Prologis compensates for these limitations by using its FFO measures only in conjunction with net earnings computed under GAAP when making its decisions. This information should be read with Prologis' complete consolidated financial statements prepared under GAAP. To assist investors in compensating for these limitations, Prologis reconciles its modified FFO measures to its net earnings computed under GAAP below.

        The following table is a reconciliation of Prologis' FFO measures to net earnings computed under GAAP for the nine months ended September 30, 2019 and 2018 and for each of the years during the five-year period ended December 31, 2018:

Selected Historical Financial Data of Liberty Property Limited Partnership

        The following selected historical financial information for each of the years during the five-year period ended December 31, 2018 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2018 have been derived from Liberty OP's audited consolidated financial statements. The selected historical financial information for the nine months ended September 30, 2019 and 2018 and the selected balance sheet data as of September 30, 2019 have been derived from Liberty's unaudited interim consolidated financial statements.

        You should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations of Liberty OP included in Liberty OP's Current Report on Form 8-K filed with the SEC on November 25, 2019 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which are incorporated herein by reference. See "Where You Can Find More Information."