Current Report Filing (8-k)
September 15 2022 - 6:33AM
Edgar (US Regulatory)
0001045609
false
PROLOGIS, INC.
PROLOGIS, L.P.
0001045610
false
8-K
2022-09-14
false
false
false
false
false
Pier 1
Bay 1
San Francisco
California
94111
415
394-9000
0001045609
2022-09-14
2022-09-14
0001045609
pld:PrologisLPMember
2022-09-14
2022-09-14
0001045609
us-gaap:CommonStockMember
2022-09-14
2022-09-14
0001045609
pld:Notes3.000PercentDue2026Member
pld:PrologisLPMember
2022-09-14
2022-09-14
0001045609
pld:Notes2.250PercentDue2029Member
pld:PrologisLPMember
2022-09-14
2022-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2022
PROLOGIS, INC.
PROLOGIS,
L.P.
(Exact name of
registrant as specified in charter)
Maryland (Prologis, Inc.) |
|
001-13545 (Prologis, Inc.) |
|
94-3281941 (Prologis, Inc.) |
Delaware (Prologis, L.P.) |
|
001-14245 (Prologis, L.P.) |
|
94-3285362 (Prologis, L.P.) |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer Identification |
of Incorporation) |
|
|
|
No.) |
Pier 1, Bay 1, San Francisco, California |
|
94111 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrants’ Telephone Number, including
Area Code: (415) 394-9000
N/A
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name of
Each Exchange on Which Registered |
Prologis, Inc. |
|
Common Stock, $0.01 par value |
|
PLD |
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New York Stock Exchange |
Prologis, L.P. |
|
3.000% Notes due 2026 |
|
PLD/26 |
|
New York Stock Exchange |
Prologis, L.P. |
|
2.250% Notes due 2029 |
|
PLD/29 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Co-Registrant CIK |
0001045610 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2022-09-14 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Co-Registrant Entity Emerging Growth Company |
false |
Co-Registrant AddressLine1 |
Pier 1 |
Co-Registrant AddressLine2 |
Bay 1 |
Co-Registrant City |
San Francisco |
Co-Registrant State |
California |
Co-Registrant ZipCode |
94111 |
Co-Registrant CityAreaCode |
415 |
Co-Registrant LocalPhoneNumber |
394-9000 |
Item 8.01 Other Events.
On September 14,
2022, Prologis, Inc. issued a press release announcing the early results from the offers to exchange outstanding notes issued by
Duke Realty Limited Partnership (the “Duke Realty Notes”) for notes in corresponding series to be issued by Prologis, L.P.
in the aggregate principal amount of up to $3.375 billion, the receipt of requisite consents applicable to each series of Duke Realty
Notes and the extension of the early participation premium related to the offers to exchange.
A copy of the press release
is attached as Exhibit 99.1 and incorporated by reference herein. The press release and this Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of, any securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 |
Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PROLOGIS, INC. |
|
|
|
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Date: September
14, 2022 |
By: |
/s/ Deborah K. Briones |
|
|
Name: Deborah K. Briones
Title: Managing Director, Deputy General Counsel |
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|
|
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PROLOGIS, L.P. |
|
By: Prologis, Inc.,
its General Partner |
|
|
|
|
Date: September 14,
2022 |
By: |
/s/ Deborah K. Briones |
|
|
Name: Deborah K. Briones
Title: Managing Director, Deputy General Counsel |
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