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PLD > SEC Filings for PLD > Form 8-K on 30-Apr-2013All Recent SEC Filings

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Form 8-K for PROLOGIS, INC.


30-Apr-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

On April 25, 2013, we entered into an underwriting agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto, in connection with the offer and sale by us of 31,000,000 shares of our common stock, par value $0.01 per share, at a price of $41.60 per share. We granted the underwriters an option to purchase up to 4,650,000 additional shares of common stock to cover sales in excess of the number of shares of our common stock initially sold, which the underwriters exercised in full on April 29, 2013. We expect to receive net proceeds from the offering of approximately $1.44 billion after deducting underwriting discounts and commissions and estimated transaction expenses payable by us. The shares of our common stock are being offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3 (File No. 333-177112). The offering is scheduled to close on April 30, 2013, subject to specified closing conditions. A copy of the underwriting agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the filing of the underwriting agreement, we are filing as Exhibit 5.1 hereto an opinion of our counsel, Venable LLP.



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 April 25, 2013, between Prologis,
                  Inc. and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC,
                  as representatives of the several underwriters named in Schedule
                  A thereto.

 5.1              Opinion of Venable LLP.

23.1              Consent of Venable LLP (contained in Exhibit 5.1 hereto).


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