Prologis Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State
or other jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants’ Telephone Number, including
Area Code: (
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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. |
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).
Emerging growth company
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. ¨
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
It is expected that Prologis Euro Finance LLC (the “Company”) will close the issuance and sale of the Notes (defined below) on January 31, 2023. The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On January 23, 2023, the Company priced an offering of €600,000,000 aggregate principal amount of its 3.875% Notes due 2030 (the “2030 Notes”) and €650,000,000 aggregate principal amount of its 4.250% Notes due 2043 (the “2043 Notes” and, together with the 2030 Notes, the “Notes”). In connection with the offering, the Company and Prologis, L.P. (the “Operating Partnership”) entered into an Underwriting Agreement, dated January 23, 2023 (the “Underwriting Agreement”), with BNP Paribas, HSBC Bank plc, ING Bank N.V. and J.P. Morgan Securities plc and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company 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 August 1, 2018 (the “Base Indenture”), among the Company, 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 first supplemental indenture, dated as of August 1, 2018 (the Base Indenture, as supplemented by the first supplemental indenture, the “Indenture”).
The net proceeds to the Company from the sale of the Notes, after the Underwriter’s discounts and offering expenses, are estimated to be approximately €1.2 billion, or $1.3 billion, based on the euro/U.S. dollar rate of exchange as of January 13, 2023. The Company intends to lend or distribute the net proceeds from the Notes to the Operating Partnership or one of its other subsidiaries. The Operating Partnership expects to use the net proceeds for general corporate purposes, including to repay, repurchase or tender for other indebtedness.
The 2030 Notes will bear interest at a rate of 3.875% per annum and mature on January 31, 2030. The 2043 Notes will bear interest at a rate of 4.250% per annum and mature on January 31, 2043. The Notes will be senior unsecured obligations of the Company and will be fully and unconditionally guaranteed by the Operating Partnership.
The 2030 Notes and the 2043 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company, 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 October 31, 2029, in the case of the 2030 Notes, or July 31, 2042, in the case of the 2043 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 an annual basis at the applicable Comparable Government Rate Bond plus 30 basis points in the case of the 2030 Notes and 35 basis points in the case of the 2043 Notes. In addition, on or after the Applicable Par Call Date, such series of Notes will be redeemable in whole at any time or in part from time to time, at the Company’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 Company and the Operating Partnership filed with the Securities and Exchange Commission (the “SEC”) relating to the public offering from time to time of securities of the Company and the Operating Partnership 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 23, 2023, and base prospectus, dated September 15, 2022, relating to the public offering of the Notes and corresponding guarantees, the Company and the Operating Partnership are filing the Underwriting Agreement, 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.”
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.
| 4.1 | Form of Officers’ Certificate related to the 3.875% Notes due 2030. |
| 4.2 | Form of 3.875% Notes due 2030. |
| 4.3 | Form of Officers’ Certificate related to the 4.250% Notes due 2043. |
| 4.4 | Form of 4.250% Notes due 2043. |
| 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. |
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: January 31, 2023 | By: | /s/ Deborah K. Briones |
|
Name: Deborah K. Briones Title: Managing Director and Deputy General Counsel | ||
|
PROLOGIS, L.P. By: Prologis, Inc., its General Partner | ||
| Date: January 31, 2023 | By: | /s/ Deborah K. Briones |
|
Name: Deborah K. Briones Title: Managing Director and Deputy General Counsel | ||