SAN FRANCISCO, Oct. 27, 2015 /PRNewswire/ -- Prologis, Inc.
(NYSE: PLD), announced today that its operating subsidiary,
Prologis, L.P. ("Prologis"), has commenced a cash tender offer (the
"Tender Offer") for the maximum aggregate principal amount of
specified series of its outstanding debt and specified series of
the outstanding debt of its indirect wholly owned subsidiary,
Prologis (the "Trust") that it can purchase for $200 million (including accrued and unpaid
interest but excluding fees and expenses). The terms and
conditions of the Tender Offer are described in Prologis' Offer to
Purchase (the "Offer to Purchase") and the related Letter of
Transmittal, each dated today.
The Tender Offer
The Tender Offer consists of a maximum tender offer made
pursuant to the Offer to Purchase, which sets forth a comprehensive
description of the terms of the Tender Offer.
In the Tender Offer, Prologis is offering to purchase, subject
to the maximum tender amount of $200,000,000 (described below) and any resulting
proration, the notes of the series listed below.
CUSIP
Numbers
|
Title of
Security
|
Principal Amount
Outstanding (US$)
|
Acceptance
Priority Level
|
Reference U.S.
Security Treasury
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Early Tender
Payment (1)(2)
|
Hypothetical
Total
Consideration(1)(3)
|
|
|
|
|
|
|
|
|
74340X AU5
|
Prologis, L.P. 6.875%
Notes due March 15, 2020
|
$269,939,000
|
1
|
1.375% due September
30, 2020
|
FIT1
|
95
|
$30.00
|
$1,174.05
|
|
|
|
|
|
|
|
|
|
743410 AW2
|
Trust 6.875% Notes
due March 15, 2020
|
$13,699,000
|
1
|
1.375% due September
30, 2020
|
FIT1
|
95
|
$30.00
|
$1,174.05
|
|
|
|
|
|
|
|
|
|
74340X AN1
|
Prologis, L.P. 7.375%
Notes due October 30, 2019
|
$161,388,000
|
2
|
1.375% due September
30, 2020
|
FIT1
|
90
|
$30.00
|
$1,189.54
|
|
|
|
|
|
|
|
|
|
743410 AV4
|
Trust 7.375% Notes
due October 30, 2019
|
$9,266,000
|
2
|
1.375% due September
30, 2020
|
FIT1
|
90
|
$30.00
|
$1,189.54
|
|
|
|
|
|
|
|
|
|
00163M AK0
|
Prologis, L.P. 6.625%
Notes due December 1, 2019
|
$122,812,000
|
3
|
1.375% due September
30, 2020
|
FIT1
|
95
|
$30.00
|
$1,162.82
|
|
|
|
|
|
|
|
|
|
(1)
|
Per $1,000
principal amount of notes validly tendered and accepted for
purchase. Does not include accrued and unpaid interest, which will
be paid on notes accepted for purchase.
|
|
|
(2)
|
Included in the total
consideration for notes validly tendered and not validly withdrawn
at or prior to the Early Tender Time.
|
|
|
(3)
|
The hypothetical
Total Consideration for the Prologis, L.P. 6.875% Notes due March
15, 2020 and the Trust 6.875% Notes due March 15, 2020 is
calculated based on a yield to the optional redemption date of
December 16, 2019 using a redemption price of 100.00% of the
principal amount of such notes. The hypothetical Total
Consideration for each other series of notes is calculated based on
a yield to the maturity date for each series of notes.
|
The amounts of each series of notes that are purchased in the
Tender Offer will be determined in accordance with the Acceptance
Priority Levels set forth in the Offer to Purchase, with 1 being
the highest Acceptance Priority Level and 3 being the lowest
Acceptance Priority Level. All notes validly tendered and not
validly withdrawn in the Tender Offer having a higher Acceptance
Priority Level will be accepted before any tendered notes having a
lower Acceptance Priority Level are accepted in the Tender Offer.
Notes of the series in the lowest Acceptance Priority Level
accepted for purchase in accordance with the terms and conditions
set forth in the Offer to Purchase may be subject to proration so
that Prologis will only accept for purchase notes having an
aggregate purchase price (including accrued and unpaid interest but
excluding fees and expenses) of up to $200,000,000, as described in the Offer to
Purchase.
The Tender Offer is scheduled to expire at 11:59 pm, NYC time, on November 24, 2015, (the "Expiration Time") unless
extended or earlier terminated by Prologis, at its sole
discretion. Holders of notes subject to the Tender Offer must
validly tender and not validly withdraw their notes at or prior to
5:00 pm, NYC time, on November 9, 2015 (the "Early Tender Time"),
unless extended or earlier terminated by Prologis at its sole
discretion, to be eligible to receive the applicable total
consideration, which includes an early tender payment, outlined in
the table above. Holders of notes subject to the Tender Offer
who tender their notes after the Early Tender Time and at or prior
to the Expiration Time, will be eligible to receive the applicable
tender offer consideration, which is the total consideration minus
the early tender payment, outlined in the table above. The
applicable total consideration or tender offer consideration will
only be paid to holders of tendered notes that are subject to the
Tender Offer to the extent that Prologis accepts such notes for
purchase. Holders of notes subject to the Tender Offer may not
withdraw their tendered notes after the Early Tender Time, subject
to applicable law.
Notes tendered before the Early Tender Time may be validly
withdrawn at any time before 5:00
p.m., NYC time, on November 9,
2015, unless extended or the Tender Offer is earlier
terminated by Prologis in its sole discretion, but not
thereafter.
The total consideration for each $1,000 principal amount of notes validly tendered
and accepted for payment pursuant to the Tender Offer will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for each series of notes over
the yield based on the bid side price of the U.S. Treasury Security
specified for each series of notes on the front page of the Offer
to Purchase or in the table above, as calculated by the dealer
managers at 11:00 am NYC time on
November 10, 2015. In addition
to the total consideration or the tender offer consideration, as
applicable, accrued and unpaid interest on the purchased notes will
be paid from the applicable last interest payment date to, but not
including, the settlement date for such purchased notes.
The settlement date for the Tender Offer will follow promptly
after the Expiration Time. The Dealer Managers for the Tender
Offer are Goldman, Sachs & Co. and J.P. Morgan. Questions
regarding the Tender Offer may be directed to Goldman Sachs at
800-828-3182 (toll-free) or 212-357-1039 (collect); or J.P. Morgan
at 866-834-4666 (toll-free) and 212-834-3424 (collect). Copies of
the Offer to Purchase and the related Letter of Transmittal may be
obtained from the Information Agent, Global Bondholder Services
Corporation at 866-470-4200 (toll-free) or 212-430-3774 (collect)
or in writing at 65 Broadway, Suite 404, New York, NY 10006.
The Tender Offer is subject to the satisfaction of certain
conditions set forth in the Offer to Purchase and the related
Letter of Transmittal, including a financing condition. If
any of the conditions are not satisfied, Prologis will not be
obligated to accept for payment, purchase or pay for, and may delay
the acceptance for payment of, any tendered notes and may terminate
the Tender Offer, in each event subject to applicable laws.
The Tender Offer is not conditioned on the tender of a minimum
principal amount of notes. Prologis is not soliciting
consents from holders of notes in connection with the Tender
Offer.
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell the notes or any other
securities. Prologis is making the Tender Offer only by, and
pursuant to, the terms of the Offer to Purchase and the related
Letter of Transmittal. The Tender Offer is not being made in
any jurisdiction in which the making of or acceptance thereof would
not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. None of Prologis, Prologis,
Inc., the Trust. its trustees, the Dealer Managers, the Depositary
or the Information Agent or any of their respective affiliates make
any recommendation as to whether holders should tender or refrain
from tendering their notes. Holders must make their own
decision as to whether to tender notes and, if so, the principal
amount of the notes to tender.
ABOUT PROLOGIS
Prologis, Inc. is the global leader in
industrial real estate. As of September 30,
2015, Prologis owned or had investments in, on a wholly
owned basis or through co-investment ventures, properties and
development projects expected to total approximately 671 million
square feet (62 million square meters) in 21 countries. The company
leases modern distribution facilities to more than 5,200 customers,
including third-party logistics providers, transportation
companies, retailers and manufacturers.
FORWARD-LOOKING STATEMENTS
The statements in this
document that are not historical facts are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements are based on
current expectations, estimates and projections about the industry
and markets in which Prologis operates, management's beliefs and
assumptions made by management. Such statements involve
uncertainties that could significantly impact Prologis' financial
results. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such
forward-looking statements, which generally are not historical in
nature. All statements that address operating performance,
events or developments that we expect or anticipate will occur in
the future — including statements relating to rent and occupancy
growth, development activity and changes in sales or contribution
volume of properties, disposition activity, general conditions in
the geographic areas where we operate, our debt and financial
position, our ability to form new co-investment ventures and the
availability of capital in existing or new co-investment ventures —
are forward-looking statements. These statements are not guarantees
of future performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, international, regional and local economic climates, (ii)
changes in financial markets, interest rates and foreign currency
exchange rates, (iii) increased or unanticipated competition for
our properties, (iv) risks associated with acquisitions,
dispositions and development of properties, (v) maintenance of real
estate investment trust ("REIT") status and tax structuring, (vi)
availability of financing and capital, the levels of debt that we
maintain and our credit ratings, (vii) risks related to our
investments in our co-investment ventures and funds, including our
ability to establish new co-investment ventures and funds, (viii)
risks of doing business internationally, including currency risks,
(ix) environmental uncertainties, including risks of natural
disasters, and (x) those additional factors discussed in reports
filed with the Securities and Exchange Commission by Prologis under
the heading "Risk Factors." Prologis undertakes no duty to update
any forward-looking statements appearing in this document.
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SOURCE Prologis, Inc.