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PLD > SEC Filings for PLD > Form 8-K on 2-Dec-2013All Recent SEC Filings

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Form 8-K for PROLOGIS, INC.


2-Dec-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligat


Item 1.01 Entry into a Material Definitive Agreement.

On November 25, 2013, Prologis, Inc.'s (the "Company") operating partnership Prologis, L.P. (the "Operating Partnership") priced an offering of 700,000,000 aggregate principal amount of its 3.000% notes due 2022 (the "Notes"). In connection with the offering, the Company and the Operating Partnership entered into an Underwriting Agreement, dated November 25, 2013 (the "Underwriting Agreement"), with the several 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 Company, 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, and the fifth supplemental indenture, dated as of August 15, 2013. In connection with the issuance of the Notes, the Company and the Operating Partnership anticipate entering into a sixth supplemental indenture with U.S. Bank National Association, as trustee, Elavon Financial Services Limited, UK Branch, as paying agent and transfer agent, and Elavon Financial Services Limited, as security registrar, which shall set forth the terms of the Notes (the Base Indenture as supplemented by the first, second, third, fourth, fifth and sixth supplemental indentures, the "Indenture").

The issuance and sale of the Notes is expected to close on December 3, 2013. The net proceeds to the Operating Partnership from the sale of the Notes, after the Underwriters' discounts and offering expenses, are estimated to be approximately 692 million, or $935 million, based on the euro/U.S. dollar rate of exchange as of November 25, 2013. The Operating Partnership intends to use a portion of the net proceeds to repurchase all of the outstanding principal amount of the 5.875% Guaranteed Notes due October 23, 2014 of Prologis International Funding S.A., our majority-owned subsidiary (approximately 407 million of which is issued to third parties). The Operating Partnership will use the remaining net proceeds for general corporate purposes, including to repay or repurchase other indebtedness. In the short term, the Operating Partnership intends to use the net proceeds to repay borrowings under its multi-currency senior term loan and/or global line of credit.

The Notes will bear interest at a rate of 3.000% per annum and mature on January 18, 2022. Interest on the Notes is payable annually in arrears on January 18 of each year, beginning on January 18, 2015. The Notes will be senior unsecured obligations of the Operating Partnership and will be fully and unconditionally guaranteed by the Company.

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 (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable comparable government bond rate plus 25 basis points. Notwithstanding the foregoing, if the Notes are redeemed on or after October 18, 2021, the redemption price will be 100% of the principal amount of the Notes to be redeemed.

The Indenture governing the Notes restricts, among other things, the Operating Partnership's 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. 333-177112) 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 November 25, 2013, and base prospectus, dated December 20, 2012, 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 Sixth Supplemental Indenture, 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 is incorporated herein by reference.



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 November 25, 2013, among Prologis, L.P.
             and Prologis, Inc. and the several Underwriters named in Schedule A
             thereto.

 4.1         Form of Sixth Supplemental Indenture among Prologis, Inc., Prologis,
             L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial
             Services Limited and U.S. Bank National Association

 4.2         Form of 3.000% Notes due 2022

 5.1         Opinion of Mayer Brown LLP

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


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