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 August 20, 2020. The
information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On August 6, 2020, the Operating Partnership priced an offering of $750,000,000
aggregate principal amount of its 1.250% Notes due 2030 (the "2030 Notes") and
$500,000,000 aggregate principal amount of 2.125% Notes due 2050 (the "2050
Notes" and, together with the 2030 Notes, the "Notes"). In connection with the
offering, the Operating Partnership entered into an Underwriting Agreement,
dated August 6, 2020 (the "Underwriting Agreement"), with BofA Securities, Inc.,
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan 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 the Prologis, Inc. ("Parent"), the Operating
Partnership and U.S. Bank National Association, as trustee, as supplemented by
the first supplemental indenture, dated as of June 8, 2011, the second
supplemental indenture, dated as of June 8, 2011, the third supplemental
indenture, dated as of June 8, 2011, the fourth supplemental indenture, dated as
of June 8, 2011, the fifth supplemental indenture, dated as of August 15, 2013,
the sixth supplemental indenture, dated as of December 3, 2013, the seventh
supplemental indenture, dated as of February 20, 2014, and the eighth
supplemental indenture, dated as of June 7, 2017 (the Base Indenture, as
supplemented by the first, second, third, fourth, fifth, sixth, seventh and
eighth supplemental indentures, 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 $1.2 billion. The Operating Partnership intends to apply the
amounts received from the offering of the 2030 Notes to finance or refinance, in
whole or in part, the Eligible Green Project Portfolio (as defined in the
prospectus supplement dated August 6, 2020). Pending such allocation of the net
proceeds to the Eligible Green Project Portfolio, the Operating Partnership
intends to use the net proceeds from the offering of the 2030 Notes for general
corporate purposes, including to repay, repurchase or tender for indebtedness.
The Operating Partnership intends to apply all or a portion of the net proceeds
from the offering of the 2050 Notes to redeem its 4.250% notes due 2023. The
Operating Partnership may also use a portion of the net proceeds for general
corporate purposes, including to repay, repurchase or tender for other
indebtedness. In the short term, the Operating Partnership may also use the
amounts received from the issuance of each series of notes to repay borrowings
under its term loans or revolving credit facilities.
The 2030 Notes will bear interest at a rate of 1.250% per annum and mature on
October 15, 2030. The 2050 Notes will bear interest at a rate of 2.125% per
annum and mature on October 15, 2050.
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 or
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed that would be due if such
Notes matured on July 15, 2030, in the case of the 2030 Notes and April 15,
2050, in the case of the 2050 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 at
the then current Treasury Rate plus 15 basis points, in the case of the 2030
Notes, or 15 basis points, in the case of the 2050 Notes. In addition, on or
after the Applicable Par Call Date, such applicable series of Notes will be
redeemable in whole at any time or in part from time to time, at the 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-
237366) that the Operating Partnership and Parent filed with the Securities and
Exchange Commission (the "SEC") relating to the public offering from time to
time of securities of the Operating Partnership and Parent pursuant to Rule 415
of the Securities Act of 1933, as amended. In connection with filing with the
SEC a definitive prospectus supplement, dated August 6, 2020, and base
prospectus, dated March 24, 2020, 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 of Form 8-K as an
exhibit to such Registration Statement. See "Item 9.01 - Financial Statements
and Exhibits."
This Current Report does not constitute an offer to sell, or a solicitation of
an offer to buy, any security and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following documents have been filed as exhibits to this report
and are incorporated by reference herein as described above.
Exhibit No. Description
1.1 Underwriting Agreement, dated August 6, 2020, among Prologis, L.P. and
BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC and the other underwriters named in
Schedule A thereto.
4.1 Officers' Certificate related to the 1.250% Notes due 2030.
4.2 Form of 1.250% Notes due 2030.
4.3 Officers' Certificate related to the 2.125% Notes due 2050.
4.4 Form of 2.125% Notes due 2050.
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 (formatted in Inline XBRL and contained
in Exhibit 101)
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