SAN
FRANCISCO, Oct. 4, 2022 /PRNewswire/ -- Prologis,
Inc. (NYSE: PLD) today announced the final 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") in the
aggregate principal amount of up to $3.375
billion. As of 5:00 p.m.,
New York City time, on
October 4, 2022 (the "Final
Expiration Date") and as indicated in the table below,
approximately $3.23 billion aggregate
principal amount of the Duke Realty Notes had been validly tendered
for exchange (and not validly withdrawn).
In addition, as of the Final Expiration Date, the conditions
required for the consummation of the exchange offers had been met.
These conditions included, among other things, (i) receipt of the
requisite consents to amend the terms of the applicable Duke Realty
OP indenture governing the Duke Realty Notes and (ii) the
consummation of the merger with Duke Realty Corporation, which
closed on October 3, 2022. The
following table shows the principal amount of each such series
tendered by the Final Expiration Date. The settlement date for the
exchange offers is expected to take place on or about October 6, 2022.
Series of Notes Issued
by
Duke Realty OP to be Exchanged
|
CUSIP No.
of Duke Realty Notes
|
Outstanding
Principal
Amount of Tendered
as of Final Expiration
Date
|
Percent of
Aggregate
Principal Amount
Tendered as of the
Final Expiration Date
|
3.250% Senior Notes due
June
30, 2026
|
26441YAZ0
|
$358,336,000
|
95.56 %
|
3.375% Senior Notes
due
December 15, 2027
|
26441YBA4
|
$449,764,000
|
94.69 %
|
7.250% Senior Notes due
June
15, 2028
|
26441QAC8
|
$50,000,000
|
100.00 %
|
4.000% Senior Notes
due
September 15, 2028
|
26441YBB2
|
$430,597,000
|
95.69 %
|
2.875% Senior Notes
due
November 15, 2029
|
26441YBC0
|
$364,252,000
|
91.06 %
|
1.750% Senior Notes due
July 1,
2030
|
26441YBE6
|
$326,086,000
|
93.17 %
|
1.750% Senior Notes
due
February 1, 2031
|
26441YBF3
|
$442,273,000
|
98.28 %
|
2.250% Senior Notes due
January
15, 2032
|
264414AX1
|
$486,565,000
|
97.31 %
|
3.050% Senior Notes due
March
1, 2050
|
26441YBD8
|
$322,411,000
|
99.20 %
|
The exchange offers and the solicitation of consents were made
under the terms and subject to the conditions set forth in a
prospectus, dated September 14, 2022,
which forms a part of the registration statement on Form S-4 filed
by Prologis OP with the Securities and Exchange Commission (the
"SEC") (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.
TD Securities (USA) LLC and
Wells Fargo Securities, LLC served as the dealer managers and D.F.
King & Co., Inc. served as exchange agent and information agent
for the exchange offers and consent solicitations.
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 were made only by means of the Prospectus
and the related letter of transmittal and consent.
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.
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.