SAN
FRANCISCO, Sept. 14, 2022 /PRNewswire/ -- Prologis,
Inc. (NYSE: PLD) today announced early results from the 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, L.P. ("Prologis OP," and such
notes the "Prologis Notes") in the aggregate principal amount of up
to $3.375 billion. As of 5:00 p.m., New York
City time, on September 14,
2022 (the "Early Expiration Date") and as indicated in the
table below, approximately $3.22
billion aggregate principal amount of the Duke Realty Notes
had been validly tendered for exchange (and not validly withdrawn),
and the requisite consents applicable to each series of Duke Realty
Notes to adopt the Proposed Amendments (as defined below) have been
received (such consents may not be revoked after the Early
Expiration Date by the terms and conditions of the exchange offers
and consent solicitations as described in the corresponding
prospectus). In light of having received the requisite consents to
amend the terms of the applicable Duke Realty OP indenture (such
indentures, as amended and supplemented, the "Duke Realty
Indentures") governing the Duke Realty Notes (the "Proposed
Amendments"), the Proposed Amendments will be adopted, assuming the
merger with Duke Realty Corporation ("DRE") is completed. The
following table shows the principal amount of each such series
tendered by the Early Expiration Date.
Series of Notes Issued
by
Duke Realty OP to be Exchanged
|
CUSIP No.
of Duke Realty Notes
|
Outstanding Principal
Amount of Tendered as of Early Expiration Date
|
Percent of Aggregate
Principal Amount Tendered as of
the Early Expiration Date
|
3.250% Senior Notes due
June 30, 2026
|
26441YAZ0
|
$357,969,000
|
95.46 %
|
3.375% Senior Notes due
December 15, 2027
|
26441YBA4
|
$447,549,000
|
94.22 %
|
7.250% Senior Notes due
June 15, 2028
|
26441QAC8
|
$50,000,000
|
100.00 %
|
4.000% Senior Notes due
September 15, 2028
|
26441YBB2
|
$429,594,000
|
95.47 %
|
2.875% Senior Notes due
November 15, 2029
|
26441YBC0
|
$364,206,000
|
91.05 %
|
1.750% Senior Notes due
July 1, 2030
|
26441YBE6
|
$322,559,000
|
92.16 %
|
1.750% Senior Notes due
February 1, 2031
|
26441YBF3
|
$441,023,000
|
98.01 %
|
2.250% Senior Notes due
January 15, 2032
|
264414AX1
|
$485,465,000
|
97.09 %
|
3.050% Senior Notes due
March 1, 2050
|
26441YBD8
|
$322,411,000
|
99.20 %
|
The exchange offers and the solicitation of consents will expire
at 5:00 p.m., New York City time, on October 4, 2022 (the "Final Expiration Date").
Prologis OP is hereby amending the terms of the Exchange Offer so
that, for each $1,000 principal
amount of Duke Realty Notes validly tendered for exchange (and not
validly withdrawn) after the Early Expiration Date but prior to the
Final Expiration Date, eligible holders of Duke Realty Notes will
now also be eligible to receive $1,000 principal amount of Prologis OP Notes plus
$1 in cash, which includes the Early
Participation Premium (the "Total Consideration"). To be eligible
to receive the Total Consideration, eligible holders must validly
tender (and not validly withdraw) their Duke Realty Notes at or
prior to the Final Expiration Date. For the avoidance of doubt, in
no event will any holder of the Duke Realty Notes receive more than
$1,000 principal amount of Prologis
OP Notes plus $1 in cash for each
$1,000 principal amount of Duke
Realty Notes validly tendered and accepted for exchange.
Capitalized terms used but not defined in this press release shall
have the meanings ascribed to them in the Prospectus.
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, that
was declared effective on September 14,
2022 (as amended from time to time, the "Prospectus"), 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.
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 no longer be revoked as the Early Expiration Date has passed.
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.
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 SEC a registration statement on Form S-4 that
includes a prospectus of Prologis OP. The registration statement
was declared effective by the SEC on September 14, 2022. 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.
![Prologis. (PRNewsFoto/Prologis, Inc.) (PRNewsFoto/Prologis, Inc.) Prologis. (PRNewsFoto/Prologis, Inc.) (PRNewsFoto/Prologis, Inc.)](https://mma.prnewswire.com/media/159840/prologis_inc_logo.jpg)
View original content to download
multimedia:https://www.prnewswire.com/news-releases/prologis-lp-announces-early-participation-results-in-exchange-offers-for-duke-realty-notes-receipt-of-requisite-consents-and-extension-of-the-early-participation-premium-301624829.html
SOURCE Prologis, Inc.