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.
Exhibit No. Description
1.1 Underwriting Agreement, dated January 23, 2023, among Prologis Euro
Finance LLC, Prologis, L.P., and BNP Paribas, HSBC Bank plc, ING Bank
N.V. and J.P. Morgan Securities plc and the other underwriters named in
Schedule A thereto.
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).
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