Prologis, Inc.

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PROLOGIS, INC. : Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

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02/14/2020 | 11:30 pm

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.



On February 10, 2020, Prologis, L.P. (the "Operating Partnership") settled its
previously announced offer to exchange all of Liberty Property Limited
Partnership's
("Liberty OP") outstanding 3.250% Senior Notes due October 1, 2026
and 4.375% Senior Notes due February 1, 2029 for notes in corresponding series
newly issued by the Operating Partnership (the "Exchange Offers"). The
information under Item 8.01 under the heading Exchange Offers is incorporated
herein by reference.



Additionally, it is expected that the Operating Partnership will close the
issuance and sale of the Notes (defined below) on February 18, 2020. The
information under Item 8.01 under the heading Note Offering is incorporated
herein by reference.





Item 8.01 Other Events.



Exchange Offers




On February 3, 2020, in connection with the settlement of its previously
announced Exchange Offers, the Operating Partnership issued $378,514,000 of its
3.250% Senior Notes due 2026 (the "2026 Notes") and 311,259,000 of its 4.375%
Senior Notes due 2029 (the "2029 Notes" and, together with the 2026 Notes, the
"New Notes") pursuant to 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 2026 Notes will bear interest at a rate of 3.250% per annum and mature on
October 1, 2026. The 2029 Notes will bear interest at a rate of 4.375% per annum
and mature on February 1, 2029.



Each series of New 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 such New Notes to
be redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on such New Notes to be redeemed that would
be due if such New Notes matured on July 1, 2026, in the case of the 2026 Notes
and November 1, 2028, in the case of the 2029 Notes (each, the "Applicable Par
Call Date" as to the applicable series of New Notes) but for the redemption
(exclusive of interest accrued to the date of redemption) discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the at the Reinvestment Rate (as defined in the Form
S-4) plus 25 basis points. In each case the Operating Partnership will pay
accrued and unpaid interest on the principal amount being redeemed to the date
of redemption. If the New Notes are redeemed on or after the Applicable Par Call
Date, the redemption price will be equal to 100% of the principal amount of the
notes being redeemed plus accrued and unpaid interest thereon to, but excluding,
the applicable redemption date.



The Indenture governing the New 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 New Notes were issued pursuant to the Registration Statement as amended by
Amendment No. 1 (File No. 333-235800) (as so amended, the "Form S-4") that the
Operating Partnership filed with the Securities and Exchange Commission (the
"SEC") relating to Exchange Offers. The Operating Partnership is filing the form
of the New 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."












Note Offering




On February 3, 2020, the Operating Partnership priced an offering of
$500,000,000 aggregate principal amount of its 2.125% Notes due 2027 (the "2027
Notes"), $1,000,000,000 aggregate principal amount of its 2.250% Notes due 2030
(the "2030 Notes") and $700,000,000 aggregate principal amount of 3.000% Notes
due 2050 (the "2050 Notes" and, together with the 2027 Notes and the 2030 Notes,
the "Notes"). In connection with the offering, the Operating Partnership entered
into an Underwriting Agreement, dated February 3, 2020 (the "Underwriting
Agreement"), with J.P. Morgan Securities LLC, SMBC Nikko Securities America,
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 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 $2.17 billion. The Operating Partnership intends to use the
amounts received by them to fund the redemption of certain notes issued by
Liberty OP to be acquired under the previously announced Liberty Merger. Any
remaining net proceeds will be used for general corporate purposes. In the
short-term, the Operating Partnership may also use the amounts received from the
issuance of all series of notes to repay borrowings under its global line of
credit.



The 2027 Notes will bear interest at a rate of 2.125% per annum and mature on
April 15, 2027. The 2030 Notes will bear interest at a rate of 2.250% per annum
and mature on April 15, 2030. The 2050 Notes will bear interest at a rate of
3.000% per annum and mature on April 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 February 15, 2027, in the case of the 2027 Notes, January 15,
2030
, in the case of the 2030 Notes and October 15, 2049, 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 2027 Notes, 15 basis
points, in the case of the 2030 Notes, or 20 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 as amended by
Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 (File No.
333-216491) that the Operating Partnership and Parent filed with 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 January 28, 2020, and base prospectus, dated August 24, 2018,
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 February 3, 2020, among Prologis, L.P.
and J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc.,
Wells Fargo Securities, LLC and the other underwriters named in
Schedule A thereto.




4.1 Officers' Certificate related to the 3.250% Notes due 2026.




4.2 Form of 3.250% Notes due 2026.




4.3 Officers' Certificate related to the 4.375% Notes due 2029.




4.4 Form of 4.375% Notes due 2029.




4.5 Officers' Certificate related to the 2.125% Notes due 2027.




4.6 Form of 2.125% Notes due 2027.




4.7 Officers' Certificate related to the 2.250% Notes due 2030.




4.8 Form of 2.250% Notes due 2030.




4.9 Officers' Certificate related to the 3.000% Notes due 2050.




4.10 Form of 3.000% Notes due 2050.




5.1 Opinion of Mayer Brown LLP.




23.1 Consent of Mayer Brown LLP (included in Exhibit 5.1).




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