Item 1.01. Entry into a Material Definitive Agreement.
On
The Amended Credit Agreement amends the Existing Credit Agreement to, among
other things: (1) establish New Term Loans (as such term is defined in the
Amended Credit Agreement) in the aggregate amount of
The above summary of the Amended Credit Agreement is qualified in its entirety by reference to the full text of the Amendment No. 1, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the Amended Credit Agreement is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1 Amendment No. 1 to Amended and Restated Revolving Credit Agreement, datedJune 24, 2022 , by and amongDuke Realty Limited Partnership ,Duke Realty Corporation , certain subsidiaries ofDuke Realty Limited Partnership ,J.P. Morgan Chase Bank, N.A ., as Administrative Agent, and the several banks, financial institutions and other entities from time to time parties thereto as lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-Looking Statements
The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and the General Partner operate as well as beliefs and assumptions of Prologis and the General Partner. Such statements involve uncertainties that could significantly impact Prologis' or the General Partner's financial results and ability to consummate the proposed merger. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," and "estimates," including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address events or developments that Prologis or the General Partner expects or anticipates will occur in the future - including statements relating to any possible transaction between Prologis and the General Partner, Prologis' and the General Partner's respective debt, capital structure and financial position - are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although Prologis and the General Partner believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, neither Prologis nor the General Partner can give assurance that its expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) Prologis' and the General Partner's ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to the proposed transaction; (iii) risks related to diverting the attention of Prologis and the General Partner management from ongoing business operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown or inestimable liabilities; (vi) the risk of shareholder litigation
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in connection with the proposed transaction, including resulting expense or delay; (vii) the risk that the General Partner's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction; (ix) the effect of the announcement of the proposed transaction on the ability of Prologis and the General Partner to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of the Prologis common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction and actions related thereto; and (xii) those additional factors discussed under Part I, Item 1A. Risk Factors in Prologis' and the General Partner's respective Annual Reports on Form 10-K for the year endedDecember 31, 2021 . Neither Prologis nor the General Partner undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.
Additional Information
In connection with the proposed transaction, Prologis will file with theSecurities and Exchange Commission ("SEC") a registration statement on Form S-4 ("Form S-4"), which will include a document that serves as a prospectus of Prologis and a joint proxy statement of Prologis and the General Partner (the "joint proxy statement/prospectus"), and each party will file other documents regarding the proposed transaction with theSEC . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THESEC , WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive joint proxy statement/prospectus will be sent to Prologis' and the General Partner's shareholders. Investors and security holders will be able to obtain the Form S-4 and the joint proxy statement/prospectus free of charge from theSEC's website or from Prologis or the General Partner. The documents filed by Prologis with theSEC may be obtained free of charge at Prologis' website at the SEC Filings section of www.ir.prologis.com or at theSEC's website at www.sec.gov . These documents may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail atPier 1 , Bay 1,San Francisco, CA 94111. The documents filed by the General Partner with theSEC may be obtained free of charge at the General Partner's website at the SEC Filings section of http://investor.dukerealty.com or at theSEC's website at www.sec.gov . These documents may also be obtained free of charge from the General Partner by requesting them from Investor Relations by mail at8711 River Crossing Blvd. Indianapolis, IN 46240.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Participants in the Solicitation
Prologis and the General Partner and their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Prologis' directors and executive officers is available in Prologis' Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 , its proxy statement datedMarch 25, 2022 , for its 2022 Annual Meeting of Shareholders and its Current Report on Form 8-K/A filed with theSEC onApril 5, 2022 . Information about the General Partner's directors and executive officers is available in the General Partner's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2021 , its proxy statement datedMarch 2, 2022 , for its 2022 Annual Meeting of Shareholders and its Current Report on Form 8-K filed with theSEC onApril 27, 2022 . Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with theSEC regarding the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Prologis or the General Partner as indicated above.
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