SAN
FRANCISCO, Aug. 31, 2022 /PRNewswire/ -- Prologis,
Inc. (NYSE: PLD; "PLD" ) today announced that PLD's operating
partnership, Prologis, L.P. ("Prologis OP"), commenced offers to
exchange outstanding notes (the "Duke Realty Notes") of the nine
series described in the table below issued by Duke Realty Limited
Partnership ("Duke Realty OP") for notes in nine corresponding
series to be issued by Prologis OP (the "Prologis Notes") in the
aggregate principal amount of up to $3.375
billion. The Prologis Notes will be issued under and
governed by the terms of the Prologis indenture dated June 8, 2011. Prologis OP is making the exchange
offers and, on behalf of the combined companies, the solicitation
of consents to amend the applicable Duke Realty OP indenture (such
indentures, as amended and supplemented, the "Duke Realty
Indentures") governing the Duke Realty Notes (the "Proposed
Amendments") in anticipation of the pending merger of PLD and Duke
Realty Corporation ("DRE").
The exchange offers and the solicitation of consents are being
made under the terms and subject to the conditions set forth in the
prospectus contained in the registration statement on Form S-4
filed by Prologis OP with the Securities and Exchange Commission
(the "SEC") on August 31, 2022 and a
related letter of transmittal and consent that contains a more
complete description of the terms and conditions of the exchange
offers and the solicitation of consents.
Prologis OP is offering to exchange Duke Realty Notes in the
nine series described in the table below for Prologis Notes that
will have the same interest rate, interest payment dates,
redemption terms and maturity as the corresponding Duke Realty
Notes.
Aggregate
Principal Amount
|
Series of Notes Issued
by
Duke Realty OP to be Exchanged
|
CUSIP No.
of the Duke Realty Notes
|
$375,000,000
|
3.250% Senior Notes due
June 30, 2026
|
26441YAZ0
|
$475,000,000
|
3.375% Senior Notes due
December 15, 2027
|
26441YBA4
|
$50,000,000
|
7.250% Senior Notes due
June 15, 2028
|
26441QAC8
|
$450,000,000
|
4.000% Senior Notes due
September 15, 2028
|
26441YBB2
|
$400,000,000
|
2.875% Senior Notes due
November 15, 2029
|
26441YBC0
|
$350,000,000
|
1.750% Senior Notes due
July 1, 2030
|
26441YBE6
|
$450,000,000
|
1.750% Senior Notes due
February 1, 2031
|
26441YBF3
|
$500,000,000
|
2.250% Senior Notes due
January 15, 2032
|
264414AX1
|
$325,000,000
|
3.050% Senior Notes due
March 1, 2050
|
26441YBD8
|
Each series of Prologis Notes will bear interest from the most
recent interest payment date on which interest has been paid on the
corresponding series of Duke Realty Notes.
In exchange for each $1,000
principal amount of Duke Realty Notes that is validly tendered
prior to 5:00 p.m., New York City time, on September 14, 2022 unless extended (the "Early
Expiration Date"), and not validly withdrawn, holders will receive
total consideration consisting of (i) the exchange consideration of
$970 principal amount of Prologis
Notes plus $1 in cash and (ii) an
"Early Participation Premium" of $30
principal amount of Prologis Notes. In exchange for each
$1,000 principal amount of Duke
Realty Notes that is validly tendered after the Early
Expiration Date but prior to the expiration date of the exchange
offers, which is 5:00 p.m.,
New York City time, on
October 4, 2022, unless extended by
Prologis OP (the "Final Expiration Date"), and not validly
withdrawn, holders will receive only the exchange consideration
consisting of $970 principal amount
of Prologis Notes plus $1 in cash and
will not receive the Early Participation Premium.
A holder who validly tenders its Duke Realty Notes for exchange
will be deemed to have delivered its consent to the applicable
Proposed Amendments. Tenders of Duke Realty Notes may be withdrawn
any time prior to the Final Expiration Date. Consents to the
Proposed Amendments delivered prior to the Early Expiration Date
may not be revoked after the Early Expiration Date. Consents to the
Proposed Amendments delivered after the Early Expiration Date and
before the Final Expiration Date may be revoked any time prior to
the Final Expiration Date. Tenders of Duke Realty Notes may not be
validly withdrawn after the Final Expiration Date, unless Prologis
OP otherwise is required by law to permit withdrawal.
A holder who does not validly tender its Duke Realty Notes for
exchange, or whose notes are not accepted for exchange, will remain
a holder of such Duke Realty Notes. If the Proposed
Amendments to the applicable Duke Realty Indenture are adopted, all
such Duke Realty Notes will be governed by the applicable Duke
Realty Indenture as amended by the Proposed Amendments, which will
have less restrictive terms and afford reduced protections to the
holders of such securities compared to those currently in the Duke
Realty Indentures.
Prologis OP's obligations to complete the exchange offers and
the solicitation of consents are conditioned upon, among other
things, completion of the merger with DRE and receipt of valid
consents sufficient to effect the Proposed Amendments. The
merger with DRE is expected to be completed in the fourth quarter
of 2022.
TD Securities (USA) LLC and
Wells Fargo Securities, LLC are serving as the dealer managers and
D.F. King & Co., Inc. is serving as exchange agent and
information agent for the exchange offers and consent
solicitations. Copies of the exchange offer material can be
obtained from D.F. King & Co., Inc. at 212-269-5550 (toll) or
866-864-7961 (toll-free) or via duke@dfking.com. Questions
regarding the exchange offers and the solicitation of consents may
be directed to TD Securities (USA)
LLC, at (866) 584-2096 (toll-free) or (212) 827-2842 (collect) or
the email address LM@tdsecurities.com and to Wells Fargo
Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4759
(collect) or the email address
liabilitymanagement@wellsfargo.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The exchange offers and
solicitation of consents are being made only by means of a
prospectus that is part of a registration statement, and such
exchanges shall not be made until the registration statement has
been declared effective by the SEC.
About Prologis, Inc.
Prologis, Inc. is the global leader in logistics real estate
with a focus on high-barrier, high-growth markets. As of
June 30, 2022, the company owned or
had investments in, on a wholly owned basis or through
co-investment ventures, properties and development projects
expected to total approximately 1.0 billion square feet (95 million
square meters) in 19 countries. Prologis leases modern logistics
facilities to a diverse base of approximately 5,800 customers
principally across two major categories: business-to-business and
retail/online fulfillment.
Additional Information about the Exchange Offers and Where to
Find It
As noted above, in connection with the exchange offers, Prologis
OP has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 that includes a
prospectus of Prologis OP. The registration statement has not been
declared effective by the SEC. HOLDERS OF DUKE REALTY NOTES ARE
URGED TO READ THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of
the prospectus and other relevant documents filed by Prologis OP,
including the prospectus, at the SEC's website at www.sec.gov.
Copies of the documents filed by Prologis with the SEC are
available free of charge on Prologis's website or by contacting
Prologis Investor Relations at +1-415-394-9000.
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 we operate as
well as management's beliefs and assumptions. Such statements
involve uncertainties that could significantly impact our financial
results. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," "may" and "will"
including 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, contribution
and disposition activity, general conditions in the geographic
areas where we operate, our debt, capital structure 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 and political
climates; (ii) changes in global 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 status, tax structuring
and changes in income tax laws and rates; (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, including our ability to establish new
co-investment ventures; (viii) risks of doing business
internationally, including currency risks; (ix) environmental
uncertainties, including risks of natural disasters; (x) risks
related to the current coronavirus pandemic; and (x) those
additional factors discussed in reports filed with the Securities
and Exchange Commission by us under the heading "Risk Factors." We
undertake no duty to update any forward-looking statements
appearing in this document except as may be required by law.
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SOURCE Prologis, Inc.