Item 8.01 Other Events.
On
October 6, 2022, in connection with the settlement of its previously announced Exchange Offers, the Operating Partnership issued
$358,336,000 of its 3.250% Senior Notes due June 30, 2026 (the “2026 Notes”); $449,764,000 of its 3.375% Senior Notes
due December 15, 2027 (the “2027 Notes”); $50,000,000 of its 7.250% Senior Notes due June 15, 2028 (the “June 2028
Notes”); $430,597,000 of its 4.000% Senior Notes due September 15, 2028 (the “September 2028 Notes”); $364,252,000
of its 2.875% Senior Notes due November 15, 2029 (the “2029 Notes”); $326,086,000 of its 1.750% Senior Notes due July 1,
2030 (the “2030 Notes”); $442,273,000 of its 1.750% Senior Notes due February 1, 2031 (the “2031 Notes”);
$486,565,000 of its 2.250% Senior Notes due January 15, 2032 (the “2032 Notes”); and $322,411,000 of its 3.050% Senior
Notes due March 1, 2050 (the “2050 Notes” and, together with the 2026 Notes, the 2027 Notes, the June 2028 Notes,
the September 2028 Notes, the 2029 Notes, the 2030 Notes, the 2031 Notes and the 2032 Notes, the “New Notes”) pursuant
to an indenture, dated as of June 8, 2011 (the “Base Indenture”), among Prologis, Inc. (“Parent”), the
Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as
trustee, as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 (the Base Indenture, as supplemented by
the fifth supplemental indenture, the “Indenture”).
The
2026 Notes will bear interest at a rate of 3.250%
per annum and mature on June 30, 2026. The 2027 Notes will bear interest at a rate of 3.375% per annum and mature on December 15,
2027. The June 2028 Notes will bear interest at a rate of 7.250% per annum and mature on June 15, 2028.
The September 2028 Notes will bear interest at a rate of 4.000% per annum and mature on September 15, 2028.
The 2029 Notes will bear interest at a rate of 2.875% per annum and mature on November 15, 2029.
The 2030 Notes will bear interest at a rate of 1.750% per annum and mature on July 1, 2030.
The 2031 Notes will bear interest at a rate of 1.750% per annum and mature on February 1, 2031.
The 2032 Notes will bear interest at a rate of 2.250% per annum and mature on January 15, 2032.
The 2050 Notes will bear interest at a rate of 3.050% per annum and mature on March 1, 2050.
The
2026 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership, at a redemption
price equal the sum of (i) the principal amount of the 2026 Notes being redeemed and (ii) the Make-Whole Amount (as defined
in the Prospectus, dated September 14, 2022 (the “Prospectus”)), if any, with respect to the 2026 Notes, plus accrued
and unpaid interest thereon to, but excluding, the redemption date; provided, however, that if the redemption date is any time on or after
March 30, 2026, the redemption price shall mean the principal amount of the 2026 Notes being redeemed plus accrued and unpaid interest
thereon to, but excluding, the redemption date.
The
2027 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership, at a redemption
price equal to the sum of (i) the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to,
but excluding, the redemption date, and (ii) the Make-Whole Amount (as defined in the Prospectus), if any, with respect to the 2027
Notes; provided, however, that if the redemption date is any time on or after September 15, 2027, the redemption price shall mean
the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date
without any payment of a Make-Whole Amount.
The
June 2028 Notes will not be redeemable prior to their maturity date.
The
September 2028 Notes, the 2029 Notes, the 2030 Notes, the 2031 Notes, the 2032 Notes and the 2050 Notes will be redeemable in whole
at any time or in part from time to time, at the option of the Operating Partnership, at a redemption price equal to the sum of (i) the
principal amount of the notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and (ii) the
applicable Make-Whole Amount (as defined in the Prospectus), if any, with respect to such notes; provided, however, that if the redemption
date is any time on or after (A) with respect to the September 2028 Notes, June 15, 2028, (B) with respect to the
2029 Notes, August 15, 2029, (C) with respect to the 2030 Notes, April 1, 2030, (D) with respect to the 2031 Notes,
November 1, 2030, (E) with respect to the 2032 Notes, October 15, 2031, and (F) with respect to the 2050 Notes, September 1,
2049, in each case, the redemption price shall mean the principal amount of the notes being redeemed plus accrued and unpaid interest
thereon to, but excluding, the redemption date without any payment of a Make-Whole Amount.
The Indenture governing
the New Notes restricts, among other things, the Operating Partnership’s and its subsidiaries ability to incur additional indebtedness
and to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise dispose of substantially all of
its assets.
The New Notes were issued
pursuant to the Registration Statement (File No. 333-267174) that the Operating Partnership filed with the Securities and Exchange
Commission relating to the Exchange Offers. The Operating Partnership is filing the form of the New Notes and certain other exhibits with
this Current Report on Form 8-K as an exhibit to such Registration Statement. See Item 9.01 – Financial Statements and Exhibits.
This
Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.