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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):
May 7, 2024
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
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification
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) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
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 |
|
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 |
2024-05-07 |
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 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
Prologis Euro Finance LLC (the “Euro Issuer”)
and Prologis, L.P. (the “Operating Partnership”) closed the issuance and sale of the Notes (defined below) on May 7, 2024.
The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On April 22, 2024, the Euro Issuer priced an offering
of €550,000,000 aggregate principal amount of its 4.000% Notes due 2034 (the “Euro Notes”). In connection with the offering,
the Euro Issuer and the Operating Partnership entered into an Underwriting Agreement, dated April 22, 2024 (the “Euro Underwriting
Agreement”), with BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc,
Morgan Stanley & Co International plc and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant
to which the Euro Issuer agreed to sell and the Underwriters agreed to purchase the Euro Notes, subject to and upon the terms and conditions
set forth therein. A copy of the Euro Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein
by reference.
On April 22, 2024, the Operating Partnership priced
an offering of £350,000,000 aggregate principal amount of its 5.625% Notes due 2040 (the “Sterling Notes” and, together
with the Euro Notes, the “Notes”). In connection with the offering, the Operating Partnership entered into an Underwriting
Agreement, dated April 22, 2024 (the “Sterling Underwriting Agreement”), with the Underwriters, pursuant to which the Operating
Partnership agreed to sell and the Underwriters agreed to purchase the Sterling Notes, subject to and upon the terms and conditions set
forth therein. A copy of the Sterling Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein
by reference.
The Euro Notes are being issued under an indenture
dated as of August 1, 2018 (the “Euro Base Indenture”), among the Euro Issuer, the Operating Partnership and U.S. Bank Trust
Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as
supplemented by the first supplemental indenture, dated as of August 1, 2018 (the Euro Base Indenture, as supplemented by the first supplemental
indenture, the “Euro Indenture”). The Sterling Notes are being issued under an indenture dated as of June 8, 2011 (the “Sterling
Base Indenture”), among the Operating Partnership, Prologis, Inc. and the Trustee, as supplemented by the fifth supplemental indenture,
dated as of August 15, 2013, and the eighth supplemental indenture, dated as of June 7, 2017 (the Sterling Base Indenture, as supplemented
by the fifth supplemental indenture and the eighth supplemental indenture, the “Sterling Indenture”).
The net proceeds to the Euro Issuer from the sale
of the Euro Notes, after the Underwriter’s discounts and offering expenses, are estimated to be approximately €546 million,
or $581 million, based on the euro/U.S. dollar rate of exchange as of April 12, 2024. The Euro Issuer intends to lend or distribute the
net proceeds from the Euro Notes to the Operating Partnership or one of its other subsidiaries. The Operating Partnership expects to use
a portion of such net proceeds to repay borrowings under the euro tranches of its global lines of credit and the remainder for general
corporate purposes, including to repay, repurchase or tender for other indebtedness.
The net proceeds to the Operating Partnership from
the sale of the Sterling Notes, after the Underwriter’s discounts and offering expenses, are estimated to be approximately £346
million, or $430 million, based on the sterling/U.S. dollar rate of exchange as of April 12, 2024. The Operating Partnership expects to
use a portion of such net proceeds to repay borrowings under the U.S. dollar tranches of its global lines of credit and the remainder
for general corporate purposes, including to repay, repurchase or tender for other indebtedness.
The Euro Notes will bear interest at a rate of
4.000% per annum and mature on May 5, 2034. The Euro Notes will be senior unsecured obligations of the Euro Issuer and will be fully and
unconditionally guaranteed by the Operating Partnership. The Sterling Notes will bear interest at a rate of 5.625% per annum and mature
on May 4, 2040. The Sterling Notes will be senior unsecured obligations of the Operating Partnership.
The Euro Notes will be redeemable in whole at
any time or in part from time to time, at the option of the Euro Issuer, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Euro Notes to be redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Euro Notes to be redeemed that would be due if such Euro Notes matured on
February 5, 2034 (the “Euro Par Call Date”) (in each case exclusive of interest accrued to the redemption date)
discounted to the redemption date on an annual basis at the applicable Comparable Government Rate Bond plus 25 basis points. In
addition, on or after the Euro Par Call Date, the Euro Notes will be redeemable in whole at any time or in part from time to time,
at the Euro Issuer’s option, at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed. In
each case, accrued and unpaid interest, if any, will be paid on the Euro Notes being redeemed to, but excluding, the redemption
date.
The Sterling 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 greater of: (i) 100%
of the principal amount of the Sterling Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Sterling Notes to be redeemed that would be due if such Sterling Notes matured on February 4, 2034 (the
“Sterling Par Call Date”) (in each case exclusive of interest accrued to the redemption date) discounted to the redemption
date on an annual basis at the applicable Comparable Government Rate Bond plus 20 basis points. In addition, on or after the Sterling
Par Call Date, the Sterling Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s
option, at a redemption price equal to 100% of the principal amount of the Sterling Notes to be redeemed. In each case, accrued and unpaid
interest, if any, will be paid on the Sterling Notes being redeemed to, but excluding, the redemption date.
The Indenture governing the 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 Notes are being issued pursuant to the Registration
Statement (File No. 333-267431) that the Euro Issuer and the Operating Partnership filed with the Securities and Exchange Commission (the
“SEC”) relating to the public offering from time to time of securities of the Euro Issuer and the Operating Partnership pursuant
to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC definitive prospectus supplements, each
dated April 22, 2024, and a base prospectus, dated September 15, 2022, relating to the public offerings of the Notes and guarantees corresponding
to the Euro Notes, the Operating Partnership is filing the Euro Underwriting Agreement, the Sterling Underwriting Agreement, the form
of the Notes and certain other exhibits with this Current Report on Form 8-K as exhibits 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following
documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
Exhibit No. |
|
Description |
1.1 |
| Underwriting Agreement, dated April 22, 2024, among Prologis Euro Finance LLC, Prologis, L.P., and BNP Paribas, Crédit Agricole
Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co International plc and the other underwriters
named in Schedule A thereto. |
|
| |
1.2 |
| Underwriting Agreement, dated April 22, 2024, among Prologis, L.P. and BNP Paribas, Crédit Agricole Corporate and Investment
Bank, HSBC Bank plc, J.P. Morgan Securities plc, Morgan Stanley & Co International plc and the other underwriters named in Schedule
A thereto. |
|
| |
4.1 |
| Form of Officers’ Certificate related to the 4.000% Notes due 2034. |
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.
|
PROLOGIS, INC. |
|
|
Date: May 7, 2024 |
By: |
/s/ Anne DeMarco |
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
|
|
|
|
PROLOGIS, L.P. By: Prologis, Inc., its General Partner |
|
|
Date: May 7, 2024 |
By: |
/s/ Anne DeMarco |
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
Exhibit 1.1
Execution Version
PROLOGIS EURO FINANCE LLC, as Issuer
PROLOGIS, L.P., as Parent Guarantor
€550,000,000 4.000% Notes due 2034
Underwriting
Agreement
Dated April 22, 2024
BNP Paribas
Crédit Agricole Corporate and Investment
Bank
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Prologis Euro Finance LLC
Prologis, L.P.
Underwriting Agreement
April 22, 2024
BNP PARIBAS
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
HSBC BANK PLC
J.P. MORGAN SECURITIES PLC
MORGAN STANLEY & CO. INTERNATIONAL PLC
And the several other Underwriters named in Schedule A hereto
c/o BNP Paribas
16, boulevard des Italiens
Paris, 75009 France
c/o Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex, France
c/o HSBC Bank plc
8 Canada Square
London, E14 5HQ
United Kingdom
c/o J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London, E14 5JP
United Kingdom
c/o Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London, E14 4QA
United Kingdom
Ladies and Gentlemen:
Introductory. Prologis
Euro Finance LLC, a Delaware limited liability company (the “Issuer”), proposes to issue and sell to the several underwriters
named in Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter
provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of €550,000,000
aggregate principal amount of the Issuer’s 4.000% Notes due 2034 (the “Debt Securities”). BNP Paribas, Crédit
Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc
have agreed to act as lead managers of the several Underwriters (in such capacity, the “Lead Managers”) in connection
with the offering and sale of the Securities (as defined below).
The Securities will be issued
pursuant to an indenture, dated as of August 1, 2018 (as defined below) (the “Base Indenture”), among the Issuer,
Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with
the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the “Trustee”),
as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon
Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities
in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. The Securities will be issued
in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”)
and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent
Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together
with the Debt Securities, the “Securities”), to each holder of Debt Securities, (i) the full and prompt payment
of the principal of and any premium, if any, on any Debt Securities when and as the same shall become due, whether at the maturity thereof,
by acceleration, redemption or otherwise and (ii) the full and prompt payment of any interest on any Debt Securities when and as
the same shall become due and payable.
Prologis, Inc., a Maryland
corporation and the parent company of the Parent Guarantor and the Issuer (“Prologis”), and the Parent Guarantor have
prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement
on Form S-3 (File No. 333-267431), including any amendments thereto, which contains a base prospectus, dated September 15,
2022 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities of the
Issuer, including the Debt Securities, debt securities and guarantees of the Parent Guarantor, including the Guarantees, and other securities
and guarantees of Prologis, Prologis Sterling Finance LLC and Prologis Yen Finance LLC under the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof
from time to time in accordance with Rule 415 under the Securities Act. Such registration statement, as amended, including the financial
statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act, including the documents
incorporated by reference therein and any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B
under the Securities Act, is called the “Registration Statement.” The term “Prospectus” shall mean
the final prospectus supplement relating to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after
the date and time that this Agreement is executed and delivered by the parties hereto. The term “Preliminary Prospectus”
shall mean the most recent preliminary prospectus supplement relating to the Securities, together with the Base Prospectus, that is distributed
to investors prior to the Initial Sale Time (as defined below) and filed with the Commission pursuant to Rule 424(b). Any reference
herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents
that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to
2:15 p.m. (New York City time) on April 22, 2024 (the “Initial Sale Time”). All references in this Agreement
to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement
to financial statements and schedules and other information which is “disclosed,” “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, Preliminary Prospectus or Prospectus shall
be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated
by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, prior to the Initial Sale Time;
and all references in this Agreement to amendments or supplements to the Registration Statement, Preliminary Prospectus or Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case
may be, after the Initial Sale Time.
Each Transaction Party hereby
confirms its agreements with the several Underwriters as follows:
Section 1.
Representations and Warranties. Each of the Transaction Parties, jointly and severally, hereby represents, warrants and covenants
to each Underwriter as of the date hereof, as of the Initial Sale Time and as of the Closing Date (in each case, a “Representation
Date”), as follows:
(a) Compliance
with Registration Requirements. The Transaction Parties and Prologis meet the requirements for use of Form S-3 under the Securities
Act. The Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the
knowledge of any Transaction Party, are contemplated or threatened by the Commission, and any request on the part of the Commission for
additional or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended (the “Trust Indenture Act”).
At the respective times the
Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the Parent Guarantor’s
most recent jointly-filed Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”))
became effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply
in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the
“Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder,
and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. At the date of the Prospectus and, at the Closing Date (and with regards
to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements
thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the
foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”)
and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments
or supplements thereto, made in reliance upon and in conformity with information furnished to any Transaction Party in writing by any
Underwriter through the Lead Managers expressly for use therein, it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in Section 9(b) hereof (the “Underwriter Information”).
Each preliminary prospectus
and prospectus filed as part of the Registration Statement, as originally filed or as part of any amendment thereto, or filed pursuant
to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Regulations and the
Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities will,
at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(b) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, (ii) the issuer free
writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Annex I hereto and (iii) any other Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly
agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, (i) the Disclosure Package did not, and
(ii) each Issuer Free Writing Prospectus listed in Annex II hereof, taken together with the Disclosure Package, did not, contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from
the Disclosure Package based upon and in conformity with any Underwriter Information.
(c) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied and will comply in all material
respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange
Act Regulations”) and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale
Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(d) Prologis
and the Parent Guarantor are each a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at
the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether
such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or
form of prospectus), (iii) at the time the Parent Guarantor or the Issuer or any person acting on either the Parent Guarantor’s
or the Issuer’s behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer
relating to the Securities in reliance on the exemption of Rule 163 under the Securities Act, and (iv) as of the date hereof
(the “Execution Time”), each of Prologis and the Parent Guarantor was and is a “well known seasoned issuer”
as defined in Rule 405 under the Securities Act. The Registration Statement is an “automatic shelf registration statement,”
as defined in Rule 405 under the Securities Act, that initially became effective within three years of the Execution Time; none of
the Transaction Parties or Prologis has received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities
Act objecting to use of the automatic shelf registration statement form; and neither the Parent Guarantor nor the Issuer has otherwise
ceased to be eligible to use the automatic shelf registration statement form.
(e) The
Parent Guarantor and the Issuer are not Ineligible Issuers. (i) At the earliest time after the filing of the Registration Statement
when a bona fide offer (as used in Rule 164(h)(2) of the Securities Act Regulations) of the Securities is first made
by the Parent Guarantor, the Issuer or any other offering participant, and (ii) as of the Execution Time, neither the Parent Guarantor
nor the Issuer was or is an Ineligible Issuer (as defined in Rule 405 under the Securities Act).
(f) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Securities or until any earlier date of which any of the Transaction Parties notified or notifies
the Lead Managers, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, including any document incorporated by reference
therein that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer
Free Writing Prospectus based upon and in conformity with any Underwriter Information.
(g) Distribution
of Offering Material by the Transaction Parties. None of the Transaction Parties has distributed, or will distribute, prior to the
later of the Closing Date, and the completion of the Underwriters’ distribution of the Securities, any offering material in connection
with the offering and sale of the Securities other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus
reviewed and consented to by the Lead Managers and identified in Annex I and Annex II hereto.
(h) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by each Transaction Party.
(i) [Reserved].
(j) The
Paying Agency Agreement. The Paying Agency Agreement, dated as of the Closing Date (the “Paying Agency Agreement”),
among the Issuer, the Parent Guarantor, the Trustee and the Paying Agent has duly authorized, executed and delivered by each of the Parent
Guarantor and the Issuer and constitutes a valid and binding agreement of the Parent Guarantor and the Issuer, enforceable against each
of the Parent Guarantor and the Issuer in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or
by general equitable principles.
(k) Authorization
of the Base Indenture and Certain Supplemental Indentures. Each of the Base Indenture and the First Supplemental Indenture have been
duly authorized and, at the Closing Date will have been duly executed and delivered by each of the Parent Guarantor and the Issuer and
will constitute a valid and binding agreement of the Parent Guarantor and the Issuer, enforceable against each of the Parent Guarantor
and the Issuer in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable
principles.
(l) Authorization
of the Debt Securities. The Debt Securities to be purchased by the Underwriters from the Issuer are in the form contemplated by the
Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will
have been duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment
of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance
with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled
to the benefits of the Indenture.
(m) Authorization
of the Guarantees. The Guarantees are in the form contemplated by the Indenture and have been duly authorized for issuance by the
Parent Guarantor pursuant to this Agreement and the Indenture, and when the Debt Securities are executed and authenticated in accordance
with the provisions of the Indenture and the Guarantees are executed and delivered in accordance with the provisions of the Indenture,
the Guarantees will have been duly executed, issued and delivered and will constitute valid and binding obligations of the Parent Guarantor,
enforceable against the Parent Guarantor in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of
creditors or by general equitable principles.
(n) Description
of the Securities, the Indenture and the Paying Agency Agreement. The Securities, the Indenture and the Paying Agency Agreement conform
in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(o) No
Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Prospectus, subsequent to the respective
dates as of which information is given in the Disclosure Package and the Prospectus: (i) there has been no material adverse change,
or any development involving Prologis, the Transaction Parties or the subsidiaries of the Parent Guarantor that could reasonably be expected
to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects,
whether or not arising from transactions in the ordinary course of business, of the Transaction Parties and the subsidiaries of the Parent
Guarantor, considered as one entity (any such change is called a “Material Adverse Change”); (ii) the Transaction
Parties and the subsidiaries of the Parent Guarantor, considered as one entity, have not incurred any material liability or obligation,
indirect, direct or contingent, not in the ordinary course of business or entered into any material transaction or agreement not in the
ordinary course of business; and (iii) except for regular quarterly dividends on the common stock or shares or preferred stock or
shares in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid
or made by any Transaction Party or, except for dividends paid to any Transaction Party or subsidiaries of the Parent Guarantor, any subsidiaries
of the Parent Guarantor on any class of capital stock or shares or repurchase or redemption by any Transaction Party or any of the subsidiaries
of the Parent Guarantor of any class of capital stock or shares.
(p) Independent
Accountants. KPMG LLP, who have expressed their opinion with respect to the audited financial statements of (1) the Parent Guarantor
and its consolidated subsidiaries and (2) Prologis and its consolidated subsidiaries, in each case as of December 31, 2023 and
2022 and for the fiscal years ended December 31, 2023, 2022 and 2021, all incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Prospectus, are independent public or certified public accountants within the meaning of Regulation
S-X under the Securities Act and the Exchange Act and a registered public accounting firm within the meaning of the Sarbanes-Oxley Act
of 2002, as amended.
(q) Preparation
of the Financial Statements. The audited consolidated financial statements for the fiscal years ended December 31, 2023, 2022
and 2021 of the Parent Guarantor and Prologis, together with the related notes thereto and related schedules incorporated by reference
in the Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of the
Parent Guarantor, or the consolidated financial position of Prologis, as applicable, as of and at the dates indicated and the results
of their respective operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared
in conformity with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout
the periods involved, except as may be expressly stated in the related notes thereto. The summary financial information included in the
Preliminary Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled
on a basis consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary
Prospectus and the Prospectus. No other financial statements or supporting schedules are required to be included or incorporated by reference
in the Registration Statement.
(r) [Reserved].
(s) Incorporation
and Good Standing of the Parent Guarantor. The Parent Guarantor has been duly formed and is validly existing as a limited partnership
in good standing under the laws of the State of Delaware, with partnership power and authority to own, lease and operate its properties,
to conduct the business in which it is engaged or proposes to engage as described in the Disclosure Package and the Prospectus, and to
enter into and perform its obligations under each of this Agreement, the Guarantees and the Indenture. The Parent Guarantor is duly qualified
to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership
or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing
would not, individually or in the aggregate, result in a Material Adverse Change. Prologis is the sole general partner of the Parent Guarantor
and owns the percentage interest in the Issuer as set forth or incorporated by reference in the Disclosure Package and the Prospectus.
(t) Organization
and Good Standing of the Issuer. The Issuer has been duly formed and is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties, to conduct the business
in which it is engaged or proposes to engage as described in the Disclosure Package and the Prospectus and to enter into and perform its
obligations under this Agreement, the Indenture and the Debt Securities. The Issuer is duly qualified to transact business and is in good
standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or
in the aggregate, result in a Material Adverse Change. Prologis, a Maryland real estate investment trust is the sole member of the Issuer
and owns all of the issued and outstanding membership interests of the Issuer (the “Interests”).
(u) Incorporation
and Good Standing of Significant Subsidiaries. Each subsidiary and joint venture of the Parent Guarantor listed on Schedule B hereto
(collectively, the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is
validly existing as a corporation, trust, partnership, limited liability company or other entity, as the case may be, and (except as to
any general partnership) in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be,
and has the power (corporate or other) and authority to own, lease and operate its properties and to conduct its business as described
in the Disclosure Package and the Prospectus. Each Significant Subsidiary is duly qualified as a foreign corporation, trust, partnership,
limited liability company or other entity to transact business and is in good standing in each jurisdiction in which such qualification
is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where
the failure to so qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change.
All of the issued and outstanding capital stock and other equity interests of each Significant Subsidiary have been duly authorized and
validly issued, and are fully paid and (except for general partnership interests and directors’ qualifying shares) non-assessable;
and all shares of outstanding capital stock and other equity interests of each Significant Subsidiary held by the Parent Guarantor, directly
or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for the
pledge of such capital stock or other interests to secure borrowings of the Parent Guarantor or one of its wholly owned subsidiaries.
(v) Capital
Stock Matters. All of the issued and outstanding shares of capital stock of Prologis have been duly authorized and validly issued,
are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.
(w) Capitalization.
The Parent Guarantor has an authorized capitalization as set forth in the Disclosure Package and the Prospectus under the heading “Capitalization”;
there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or any contracts or commitments to issue or sell, any shares of common stock, any shares of capital stock of any subsidiary, or
any such warrants, convertible securities or obligations, except as set forth in the Disclosure Package and the Prospectus and except
for options granted under, or contracts or commitments pursuant to, the previous or currently existing option and other similar officer,
director, trustee or employee benefit plans of any Transaction Party or any of the subsidiaries of the Parent Guarantor; and there are
no contracts, commitments, agreements, arrangements, understandings or undertakings of any kind to which Prologis or any of the Transaction
Parties is a party, or by which any of them is bound, granting to any person the right to require Prologis or any Transaction Party to
file a registration statement under the Securities Act with respect to any securities of such Transaction Party or requiring any Transaction
Party to include such securities with the Securities registered pursuant to any registration statement, except as set forth in the Disclosure
Package and the Prospectus.
(x) Partnership
Units of the Parent Guarantor and Membership Interests of the Issuer. All of the issued and outstanding partnership units of the Parent
Guarantor (the “Units”) have been duly and validly authorized and issued and conform to the description thereof contained
or incorporated by reference in the Disclosure Package and the Prospectus. The Units owned by Prologis are owned directly by Prologis,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Interests have been duly and validly authorized
and issued and conform to the description thereof contained or incorporated by reference in the Disclosure Package and the Prospectus.
All of the Interests are indirectly owned by the Parent Guarantor free and clear of any security interest, mortgage, pledge, lien, encumbrance
or claim.
(y) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. None of the Transaction Parties or any of the subsidiaries
of the Parent Guarantor is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries
of the Parent Guarantor (other than the Issuer), for such violations as would not, individually or in the aggregate, result in a Material
Adverse Change. None of Prologis, any Transaction Party or any subsidiary of the Parent Guarantor is in default (or, with the giving of
notice or lapse of time or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement,
note, contract, franchise, lease or other instrument to which Prologis, any Transaction Party or any subsidiary of the Parent Guarantor
is a party or by which it or any of them may be bound, or to which any of the property or assets of Prologis, any Transaction Party or
any subsidiary of the Parent Guarantor is subject (each, an “Existing Instrument”), except for such Defaults as would
not, individually or in the aggregate, result in a Material Adverse Change. The Transaction Parties’ execution, delivery and performance
of this Agreement, the Parent Guarantor’s and the Issuer’s execution, delivery and performance of the Indenture and the Paying
Agency Agreement, and the respective execution, issuance and delivery of the Debt Securities and the Guarantees, the consummation of the
transactions contemplated hereby, by the Indenture and by the Disclosure Package and the Prospectus (i) have been duly authorized
by all necessary corporate or other action, as the case may be, and will not result in any violation of the provisions of the charter
or by-laws or other similar constitutive documents of any Transaction Party or any subsidiary of the Parent Guarantor, except, in the
case of subsidiaries of the Parent Guarantor that are not Significant Subsidiaries (other than the Issuer), for such violations as would
not, individually or in the aggregate, materially adversely affect the Transaction Parties’ ability to consummate the transactions
contemplated by this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any Transaction Party or any subsidiary
of the Parent Guarantor pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts,
breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change
or materially adversely affect the Transaction Parties’ ability to consummate the transactions contemplated by this Agreement or
the Indenture and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree
applicable to any Transaction Party or any subsidiary of the Parent Guarantor, except for such violation as would not, individually or
in the aggregate, result in a Material Adverse Change or materially adversely affect the Transaction Parties’ ability to consummate
the transactions contemplated by this Agreement or the Indenture. No consent, approval, authorization or other order of, or registration
or filing with, any court or other governmental or regulatory authority or agency, is required for the Transaction Parties’ execution,
delivery and performance of this Agreement, the Parent Guarantor’s or the Issuer’s execution, delivery and performance of
the Indenture or the Paying Agency Agreement, or the execution, issuance and delivery of the Debt Securities or the Guarantees or the
consummation of the transactions contemplated hereby or thereby and by the Disclosure Package and the Prospectus, except such as have
been obtained or made by the Transaction Parties and are in full force and effect under the Securities Act, the Trust Indenture Act and
applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”) or the
failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement
or the Indenture.
(z) No
Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best knowledge of any Transaction Party, threatened (i) against or
affecting any Transaction Party or any subsidiary of the Parent Guarantor, (ii) which has as the subject thereof any officer, director
of, or property owned or leased by, any Transaction Party or any subsidiary of the Parent Guarantor or (iii) relating to environmental
or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might
be determined adversely to such party and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be
expected to result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this
Agreement or the Indenture.
(aa) Labor
Matters. No material labor dispute with the employees of any Transaction Party or any subsidiary of the Parent Guarantor exists or, to
the best knowledge of any Transaction Party, is threatened or imminent, except for such disputes as would not, individually or in the
aggregate, result in a Material Adverse Change.
(bb) Intellectual
Property Rights. The Transaction Parties and the subsidiaries of the Parent Guarantor own or possess sufficient trademarks, trade
names, patent rights, copyrights, domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual
Property Rights”) reasonably necessary to conduct their businesses as now conducted, except as would not result in a Material
Adverse Change; and the expected expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change.
No Transaction Party or subsidiary of the Parent Guarantor has received any notice of infringement or conflict with asserted Intellectual
Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse
Change. No Transaction Party is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property
Rights of any other person or entity that are required to be set forth in the Registration Statement, the Preliminary Prospectus or the
Prospectus, and that are not described in all material respects in such documents. No technology employed by any Transaction Party has
been obtained or is being used by any Transaction Party in violation of any contractual obligation binding on any Transaction Party or,
to the knowledge of any Transaction Party, any of its officers, directors or employees or otherwise in violation of the rights of any
persons, except for such violations as would not, individually or in the aggregate, result in a Material Adverse Change.
(cc) All
Necessary Permits, etc. The Transaction Parties and subsidiaries of the Parent Guarantor possess such valid and current certificates,
authorizations, permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct their respective businesses, except for such certificates, authorizations, permits, licenses,
approvals, consents and other authorizations as would not, individually or in the aggregate, result in a Material Adverse Change, and
no Transaction Party or subsidiary of the Parent Guarantor has received any notice of proceedings relating to the revocation or modification
of, or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.
(dd) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Transaction Parties and subsidiaries
of the Parent Guarantor have good and marketable title to all the properties and assets reflected as owned in the financial statements
referred to in Section 1(q) hereof (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear
of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely
affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by such parties.
The real property, improvements, equipment and personal property held under lease by any Transaction Party or any subsidiary of the Parent
Guarantor are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the
use made or proposed to be made of such real property, improvements, equipment or personal property by such party.
(ee) Tax
Law Compliance. The Transaction Parties and the subsidiaries of the Parent Guarantor have filed all material federal, state and foreign
income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them
and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested
in good faith and by appropriate proceedings. Each of Prologis and the Parent Guarantor has made adequate charges, accruals and reserves
in the applicable financial statements referred to in Section 1(q) hereof in respect of all federal, state and foreign income
and franchise taxes for all periods as to which the tax liability of any Transaction Party or any subsidiary of the Parent Guarantor has
not been finally determined. With respect to all tax periods in respect of which the Internal Revenue Service is or will be entitled to
any claim, Prologis has met the requirements for qualification as a real estate investment trust under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Internal Revenue
Code”) and Prologis’ present and contemplated organizational ownership, method of operation, assets and income are such
that Prologis will continue to meet such requirements.
(ff) Neither
the Parent Guarantor nor the Issuer is an “Investment Company.” Neither the Parent Guarantor nor the Issuer is, and after
receipt of payment for the Debt Securities and the application of the proceeds as described in the Disclosure Package and the Prospectus
under “Use of Proceeds” will be, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended (the “Investment Company Act”).
(gg) Insurance.
The Transaction Parties and the subsidiaries of the Parent Guarantor, taken as a whole, carry or are covered by insurance in such amounts
covering such risks as are generally deemed adequate and customary for their businesses. No Transaction Party has any reason to believe
that it or any of the subsidiaries of the Parent Guarantor will not be able (i) to renew its existing insurance coverage as and when
such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct
its business as now conducted and at a cost that would not result in a Material Adverse Change.
(hh) No
Price Stabilisation or Manipulation. The Issuer has not taken and will not take, directly or indirectly, any action designed to or
that might be reasonably expected to cause or result in stabilisation or manipulation of the price of any security of the Issuer to facilitate
the sale or resale of the Debt Securities.
(ii) Foreign
Corrupt Practices. None of the Transaction Parties, Prologis, or any of their respective subsidiaries or, to the knowledge of any
Transaction Party, any director, officer, agent, employee or affiliate of any Transaction Party, Prologis or any of their respective subsidiaries
is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without
limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA or (ii) the Bribery Act 2010 of the United Kingdom;
and the Transaction Parties, Prologis, any of their respective subsidiaries and, to the knowledge of any Transaction Party, their respective
affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures reasonably
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(jj) Money
Laundering. The operations of the Transaction Parties, Prologis and their respective subsidiaries are and have been conducted at all
times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and
regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving any Transaction Party, Prologis or any of their respective subsidiaries with respect
to the Money Laundering Laws is pending or, to the best knowledge of any Transaction Party, threatened.
(kk) OFAC.
None of the Transaction Parties, Prologis or any of their respective subsidiaries or, to the knowledge of any Transaction Party, any director,
officer, agent, employee or affiliate of any Transaction Party, Prologis or any of their respective subsidiaries is currently subject
to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and
neither the Transaction Parties nor Prologis will directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds, to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC. It is acknowledged and agreed that the agreement in this Section 1(kk)
is only sought and given to the extent that to do so would be permissible pursuant to Regulation (EC) 2271/96 or any applicable implementing
legislation.
(ll) Compliance
with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) none
of the Transaction Parties or any of the subsidiaries of the Parent Guarantor is in violation of any federal, state, local or foreign
law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating
to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern
(collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits
or other governmental authorizations required for the operation of the business of the Transaction Parties or the subsidiaries of the
Parent Guarantor under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has any of the Transaction
Parties or the subsidiaries of the Parent Guarantor received any written communication, whether from a governmental authority, citizens
group, employee or otherwise, that alleges that any Transaction Party or any subsidiary of the Parent Guarantor is in violation of any
Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority with respect to
which any Transaction Party or any subsidiary of the Parent Guarantor has received written notice, no investigation with respect to which
any Transaction Party has received written notice, and no written notice by any person or entity alleging potential liability for investigatory
costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees
or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental
Concern at any location owned, leased or operated by any Transaction Party or any subsidiary of the Parent Guarantor, now or in the past
(collectively, “Environmental Claims”), pending or, to the best knowledge of any Transaction Party, threatened against
any Transaction Party or any subsidiary of the Parent Guarantor or any person or entity whose liability for any Environmental Claim any
Transaction Party or any subsidiary of the Parent Guarantor has retained or assumed either contractually or by operation of law; and (iii) to
the best knowledge of any Transaction Party, there are no past or present actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably
could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against any Transaction Party
or any subsidiary of the Parent Guarantor or against any person or entity whose liability for any Environmental Claim any Transaction
Party or any subsidiary of the Parent Guarantor has retained or assumed either contractually or by operation of law.
(mm) ERISA
Compliance. The Transaction Parties, the subsidiaries of the Parent Guarantor and any “employee benefit plan” (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations
thereunder (collectively, “ERISA”)) established or maintained by the Transaction Parties, the subsidiaries of the Parent
Guarantor or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA
Affiliate” means, with respect to any person or any subsidiary of such person, any member of any group of organizations described
in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code, of which such person or such subsidiary is a member. No “reportable
event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan”
established or maintained by the Transaction Parties, the subsidiaries of the Parent Guarantor or any of their ERISA Affiliates. No “employee
benefit plan” established or maintained by the Transaction Parties, the subsidiaries of the Parent Guarantor or any of their ERISA
Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities”
(as defined under ERISA). No Transaction Party, subsidiary of the Parent Guarantor or any of their ERISA Affiliates has incurred or reasonably
expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee
benefit plan,” (ii) Sections 412, 4971 or 4975 of the Internal Revenue Code, or (iii) Section 4980B of the Internal
Revenue Code with respect to the excise tax imposed thereunder. Each “employee benefit plan” established or maintained by
any Transaction Party, any subsidiary of the Parent Guarantor or any of their ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service
and nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification of any such employee
benefit plan under Section 401(a) of the Internal Revenue Code.
(nn) Accounting
Systems. The Transaction Parties, Prologis and their respective subsidiaries maintain effective internal control over financial reporting,
as such term is defined in Rule 13a-15(f) under the Exchange Act.
(oo) Disclosure
Controls and Procedures. The Parent Guarantor and Prologis established and maintain disclosure controls and procedures (as such term
is defined in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that
material information relating to the Parent Guarantor, Prologis and the subsidiaries of the Parent Guarantor is made known to the respective
chief executive officer and chief financial officer of the Parent Guarantor and Prologis by others within the Parent Guarantor and Prologis
or any of the subsidiaries of the Parent Guarantor, and such disclosure controls and procedures are reasonably effective to perform the
functions for which they were established subject to the limitations of any such control system; the Parent Guarantor’s and Prologis’
auditors and the audit committee of the board of directors of the Parent Guarantor or Prologis have been advised of: (i) any significant
deficiencies or material weaknesses in the design or operation of internal controls which could adversely affect the ability of the Parent
Guarantor or Prologis to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that
involves management or other employees who have a role in the internal controls of the Parent Guarantor or Prologis; and since the date
of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in internal controls
or in other factors that could materially affect internal controls, including any corrective actions with regard to significant deficiencies
and material weaknesses.
(pp) Cybersecurity;
Data Protection. The Transaction Parties and the subsidiaries of the Parent Guarantor’s information technology assets and equipment,
computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate
for, and operate and perform in all material respects as required in connection with the operation of the business of the Transaction
Parties and the subsidiaries of the Parent Guarantor as currently conducted, free and clear of all material bugs, errors, defects, Trojan
horses, time bombs, malware and other corruptants. The Transaction Parties and the subsidiaries of the Parent Guarantor have implemented
and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential
information and the integrity, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive,
confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches,
violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability,
nor any incidents under internal review or investigations relating to the same. The Transaction Parties and the subsidiaries of the Parent
Guarantor are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification.
(qq) EXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Any certificate signed by
any officer of any Transaction Party or any of the subsidiaries of the Parent Guarantor and delivered to the Lead Managers or to counsel
for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by such party to
each Underwriter as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented,
at each Representation Date subsequent thereto.
The Transaction Parties acknowledge
that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsels for the Transaction
Parties and the Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such
reliance.
Section 2.
Purchase, Sale and Delivery of the Securities.
(a) The
Securities. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the
conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Parent Guarantor and the Issuer the
aggregate principal amount of the Debt Securities set forth opposite their names on Schedule A at a purchase price of 99.570% of the principal
amount of the Debt Securities, payable on the Closing Date.
(b) The
Closing Date. Delivery of certificates for the Securities in global form to be purchased by the Underwriters and payment therefor
shall be made at the offices of Sidley Austin LLP (or such other place as may be agreed to by the Parent Guarantor, the Issuer and the
Lead Managers) at 9:00 a.m., London time, on May 7, 2024 or such other time not later than ten business days after the time and date
the Lead Managers shall designate by notice to the Parent Guarantor and the Issuer (the time and date of such closing are called the “Closing
Date”).
(c) Public
Offering of the Securities. The Underwriters hereby advise the Parent Guarantor and the Issuer that they intend to offer their respective
portions of the Securities for sale to the public, as described in the Disclosure Package and the Prospectus as soon after this Agreement
has been executed as the Underwriters, in their sole judgment, have determined is advisable and practicable.
(d) Payment
for the Securities. Payment for the Securities as provided herein shall be made at the Closing Date, by wire transfer of immediately
available funds to the order of the Issuer. It is understood that the Lead Managers have been authorized, for their own account and the
accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities
the Underwriters have agreed to purchase. Either BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P.
Morgan Securities plc or Morgan Stanley & Co. International plc, individually and not as the Lead Manager of the Underwriters,
may (but shall not be obligated to) make payment for the Securities, if any, to be purchased by any Underwriter whose funds shall not
have been received by the Lead Managers by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve
such Underwriter from any of its obligations under this Agreement.
(e) Delivery
of the Securities. The Parent Guarantor and the Issuer shall deliver, or cause to be delivered, to the Underwriters the Securities
at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase
price therefor. The Securities shall be in such denominations and registered in such names and denominations as the Lead Managers shall
have requested at least two full business days prior to the Closing Date, and shall be made available for inspection on the business day
preceding the Closing Date, at a location in New York City or London, United Kingdom, as the Lead Managers may designate. Delivery of
the Securities shall be made through a common depositary using the facilities of Euroclear and Clearstream unless the Lead Managers shall
otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition
to the obligations of the Underwriters.
(f) Settlement.
BNP Paribas acknowledges that the Securities represented by one or more global notes will initially be credited to an account (the “Commissionaire
Account”) for the benefit of BNP Paribas the terms of which include a third-party beneficiary clause (‘stipulation
pour autrui’) with the Issuer as the third-party beneficiary and provide that such Securities are to be delivered to others
only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis.
BNP Paribas acknowledges that (i) the Securities represented by one or more global notes shall be held to the order of the Issuer
as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf
of the Issuer until such time as they are transferred to the Issuer’s order. BNP Paribas undertakes that the net subscription monies
for the Securities will be transferred to the Issuer’s order promptly following receipt of such monies in the Commissionaire Account.
The Issuer acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant
to the Civil Code of Belgium in respect of the Commissionaire Account.
Section 3.
Additional Covenants. Each of the Transaction Parties further covenants and agrees, jointly and severally, with each Underwriter
as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Transaction Parties, subject to Section 3(b) hereof, will comply
with the requirements of Rule 430B of the Securities Act Regulations, and will promptly notify the Lead Managers, and confirm the
notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement
or amendment to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus
Delivery Period (defined below), (iii) any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary
Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or
of the initiation or threatening of any proceedings for any of such purposes or pursuant to Section 8A of the Securities Act. The
Transaction Parties will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary
to ascertain promptly whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 were received for
filing by the Commission and, in the event that it was not, it will promptly file such document. Each Transaction Party will use its best
efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible
moment.
(b) Filing
of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date
as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales
of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172
or any similar rule of the Securities Act Regulations (the “Prospectus Delivery Period”), each Transaction Party
will give the Lead Managers notice of its intention to file or prepare any amendment to the Registration Statement (including any filing
under Rule 462(b) of the Securities Act Regulations), or any amendment, supplement or revision to the Disclosure Package or
the Prospectus, whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Lead Managers with copies of any
such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such
document to which the Lead Managers or counsel for the Underwriters shall reasonably object.
(c) Delivery
of Registration Statements. The Parent Guarantor and the Issuer will deliver to the Underwriters and counsel for the Underwriters,
without charge, as such Underwriter or counsel for the Underwriters may reasonably request, signed copies of the Registration Statement
as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents
incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The Registration
Statement and each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Parent Guarantor and the Issuer will deliver to each Underwriter, without charge, as many copies of the Preliminary
Prospectus as such Underwriter may reasonably request, and each of the Parent Guarantor and the Issuer hereby consents to the use of such
copies for purposes of offering the Securities. The Parent Guarantor and the Issuer will furnish to each Underwriter, without charge,
during the Prospectus Delivery Period, such number of copies of the Prospectus as such Underwriter may reasonably request. The Preliminary
Prospectus and the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e) Continued
Compliance with Securities Laws. The Transaction Parties will comply with the Securities Act and the Securities Act Regulations and
the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated
in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If, during the Prospectus Delivery Period,
any event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended
or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading,
or if, in the opinion of counsel for the Underwriters or for the Transaction Parties, it shall be necessary to amend or supplement the
Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package
or the Prospectus, in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing,
as the case may be, not misleading, or, if in the opinion of either such counsel, it is otherwise necessary or advisable to amend or supplement
the Registration Statement, the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference
in the Disclosure Package or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with
law, including in connection with the delivery of the Prospectus, each Transaction Party agrees to (i) notify the Lead Managers of
any such event or condition and (ii) promptly prepare (subject to Section 3(b) and Section 3(l) hereof), file
with the Commission (and use its best efforts to have any amendment to the Registration Statement or any new registration statement to
be declared effective) and furnish at its own expense to the Underwriters and to dealers in such quantities as they may reasonably request,
amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any new registration statement,
necessary in order to make the statements in the Disclosure Package or the Prospectus as so amended or supplemented, in the light of the
circumstances under which they were made or then prevailing, as the case may be, not misleading or so that the Registration Statement,
the Disclosure Package or the Prospectus, as amended or supplemented, will comply with law.
(f) Blue
Sky Compliance. The Transaction Parties shall cooperate with the Lead Managers and counsel for the Underwriters to qualify or register
the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions
designated by the Lead Managers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect
so long as required for the distribution of the Securities. No Transaction Party shall be required to qualify to transact business or
to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or
where it would be subject to taxation as a foreign business. The Transaction Parties will advise the Lead Managers promptly of the suspension
of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction
or any initiation or threat of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, and in the event
of the issuance of any order suspending such qualification, registration or exemption, each Transaction Party shall use its best efforts
to obtain the withdrawal thereof at the earliest possible moment.
(g) Use
of Proceeds. The Transaction Parties shall apply the net proceeds from the sale of the Securities in the manner described under the
caption “Use of Proceeds” in the Disclosure Package and the Prospectus.
(h) Depository.
The Transaction Parties shall cooperate with the Lead Managers and use their best efforts to permit the Securities to be eligible for
clearance and settlement through the facilities of Clearstream and Euroclear.
(i) Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Transaction Parties shall file, on a timely basis, with the Commission
and the New York Stock Exchange (“NYSE”) all reports and documents required to be filed under the Exchange Act and
the Exchange Act Regulations.
(j) Agreement
Not to Offer or Sell Similar Securities. During the period commencing on the date hereof and ending on the Closing Date, the Issuer
will not, without the prior written consent of the Lead Managers (which consent may be withheld at the sole discretion of the Lead Managers),
directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce
the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer similar
to the Debt Securities or securities exchangeable for or convertible into debt securities similar to the Debt Securities (other than as
contemplated by this Agreement with respect to the Securities); provided, however, that any debt securities denominated in a currency
other than the currency in which the Debt Securities are denominated shall not be considered “similar” for purposes of this
Section 3(j).
(k) Final
Term Sheet. The Issuer will prepare a final term sheet containing only a description of the Securities, and will file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final
Term Sheet”). Such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. A form of the Final
Term Sheet for the Debt Securities is attached hereto as Exhibit C.
(l) Permitted
Free Writing Prospectuses. Each Transaction Party represents that it has not made, and agrees that, unless it obtains the prior written
consent of the Lead Managers, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required
to be filed by any Transaction Party with the Commission or retained by any Transaction Party under Rule 433 under the Securities
Act; provided that the prior written consent of the Underwriters shall be deemed to have been given in respect of any Issuer Free Writing
Prospectuses identified in Annex I and Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented
to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” Each Transaction Party agrees
that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus,
and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act
applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
The Transaction Parties consent to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free
writing prospectus” as defined in Rule 433, and (b) contains only (i) information describing the preliminary terms
of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that
is included in the Final Term Sheet of the Parent Guarantor and the Issuer contemplated in Section 3(k) hereof; provided that
each Underwriter severally covenants with the Transaction Parties not to take any action without the Transaction Parties’ consent
that would result in a free writing prospectus being required to be filed with the Commission under Rule 433(d) under the Securities
Act that otherwise would not be required to be filed by any Transaction Party thereunder, but for the action of such Underwriter.
(m) Notice
of Inability to Use Automatic Shelf Registration Statement Form. If at any time, when the Securities remain unsold by the Underwriters,
any Transaction Party receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to
use the automatic shelf registration statement form, the Transaction Parties will (i) promptly notify the Lead Managers, (ii) promptly
file a new registration statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to
the Lead Managers, (iii) use their best efforts to cause such registration statement or post-effective amendment to be declared effective
and (iv) promptly notify the Lead Managers of such effectiveness. The Transaction Parties will take all other action necessary or
appropriate to permit the public offering and sale of the Securities to continue as contemplated in the registration statement that was
the subject of the Rule 401(g)(2) notice or for which any Transaction Party has otherwise become ineligible. References herein
to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.
(n) Filing
Fees. The Transaction Parties agree to pay the required Commission filing fees relating to the Securities within the time required
by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) under the Securities Act.
(o) No
Stabilisation. No Transaction Party will take, directly or indirectly, any action designed to or that could reasonably be expected
to cause or result in any stabilisation or manipulation of the price of the Securities or take any action prohibited by Regulation M under
the Exchange Act in connection with the distribution of the Securities contemplated hereby, provided, that no Transaction Party makes
any covenant as to any actions which may be taken by the Underwriters. No Transaction Party shall issue, without the prior consent of
the Lead Managers, any press or public announcement referring specifically to the proposed issue of, or the terms of, the Securities,
unless such announcement adequately discloses (but only to the extent required by laws, regulators or guidelines (including the United
Kingdom’s Financial Conduct Authority Handbook) applicable to the Transaction Parties, the Underwriter, or any other entity undertaking
stabilisation in connection with the issue of the Securities) that stabilizing action may take place in relation to the Securities. Each
Transaction Party authorizes the Underwriters to make any and all appropriate disclosures in relation to stabilisation.
(p) Listing.
The Transaction Parties will use their reasonable best efforts to cause the Debt Securities to be listed for trading on the NYSE as promptly
as practicable after the issuance of the Debt Securities and, upon such listing, will use their best efforts to maintain such listing
and satisfy the requirements for such continued listing.
(q) Clearance
and Settlement. The Transaction Parties shall cooperate with the Underwriters and use reasonable best efforts to permit the Debt Securities
to be eligible for clearance and settlement through the facilities of Clearstream and Euroclear.
(r) Stabilisation.
In connection with the issuance of the Debt Securities, the Transaction Parties hereby authorize BNP Paribas (in this capacity, the “Stabilizing
Manager”) (or any person acting on behalf of the Stabilizing Manager) to over-allot Securities or effect transactions with a
view to supporting the market price of the Debt Securities at a level higher than that which might otherwise prevail.
In connection with the issue
of the Debt Securities, the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) may over-allot Securities
or effect transactions with a view to supporting the market price of the Debt Securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake
any stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms
of the offer of the Debt Securities is made, and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue of the Debt Securities and 60 days after the date of the allotment of the Debt Securities. Such stabilisation shall
be carried out in accordance with applicable laws and regulations. Any loss or profit sustained as a consequence of any such over-allotment
or stabilisation shall be for the account of the Stabilizing Manager. The Stabilizing Manager may conduct these transactions in the over-the-counter
market or otherwise. If the Stabilizing Manager commences any stabilisation action, it may discontinue them at any time.
The several Underwriters may,
in their sole discretion, waive in writing the performance by any Transaction Party of any one or more of the foregoing covenants or extend
the time for their performance.
Section 4.
Payment of Expenses. The Transaction Parties agree, jointly and severally, to pay all costs, fees and expenses incurred in connection
with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation
(i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all
necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all
fees and expenses of the Transaction Parties’ counsel, Prologis’ and the Parent Guarantor’s independent public or certified
public accountants and other advisors to the Transaction Parties, (iv) all costs and expenses incurred in connection with the preparation,
printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents
and certificates of experts), each Issuer Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and
supplements thereto, and this Agreement and the Indenture and the listing of the Debt Securities on the NYSE, (v) all filing fees,
attorneys’ fees and expenses incurred by any Transaction Party or the Underwriters in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state
securities or blue sky laws, and, if requested by the Lead Managers, preparing a “Blue Sky Survey” or memorandum, and any
supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vi) the filing fees incident
to the review and approval by FINRA of the terms of the sale of the Securities, (vii) the fees and expenses of the Trustee and the
Paying Agent, including the reasonable fees and disbursements of counsel for the Trustee and the Paying Agent in connection with the Indenture
and the Securities, (viii) any fees payable in connection with the rating of the Securities by the ratings agencies, (ix) all
fees and expenses (including reasonable fees and expenses of counsel) of the Transaction Parties in connection with approval of the Securities
by Euroclear and Clearstream for “book-entry” transfer, (x) all other fees, costs and expenses referred to in Item 14
of Part II of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance
of the obligations of the Transaction Parties hereunder for which provision is not otherwise made in this Section 4.
Except as provided in this
Section 4, Section 6, Section 9 and Section 10 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s
pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter’s name in Schedule
A bears to the aggregate principal amount of the Securities set forth opposite the names of all Underwriters) of the Securities (with
respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International Capital Market
Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses
to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the Settlement Lead
Manager) as soon as practicable but in any case no later than 90 calendar days following the Closing Date.
Section 5.
Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities
as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Transaction
Parties set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date, as though then
made and to the timely performance by each Transaction Party of its covenants and other obligations hereunder, and to each of the following
additional conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall
have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for additional information
shall have been complied with to the reasonable satisfaction of counsel to the Underwriters, and no Transaction Party, at the Execution
Time, shall have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use
of the automatic shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission
in accordance with Rule 424(b)(1), (2), (3), (4), (5) or (8), as applicable (or any required post-effective amendment providing
such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).
(b) Accountants’
Comfort Letter. On the date hereof, the Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for the Parent Guarantor and Prologis, a letter or letters dated the date hereof addressed to the Underwriters in form and substance satisfactory
to the Lead Managers, with respect to the audited financial statements and certain financial information contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus.
(c) Bring-down
Comfort Letter. On the Closing Date, the Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for the Parent Guarantor and Prologis, a letter or letters dated such date, in form and substance satisfactory to the Lead Managers, to
the effect that they reaffirm the statements made in the letter or letters furnished by them pursuant to Section 5(b) hereof,
except that the specified date referred to therein for KPMG LLP for the carrying out of procedures shall be no more than three business
days prior to the Closing Date.
(d) No
Objection. If the Registration Statement and/or the offering of the Securities has been filed with FINRA for review, FINRA shall not
have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(e) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing
Date:
(i) in
the judgment of the Lead Managers, there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of any Transaction
Party or any of the subsidiaries of the Parent Guarantor by any “nationally recognized statistical rating organization” as
such term is defined for purposes of Section 3(a)(62) of the Exchange Act.
(f) Opinion
of Counsel for the Transaction Parties. On the Closing Date, the Underwriters shall have received the favorable opinion of Mayer Brown
LLP, counsel for the Transaction Parties, dated as of such Closing Date, covering, at a minimum, the opinions the form of which are attached
as Exhibit A.
(g) Opinion
of General Counsel of the Transaction Parties. On the Closing Date, the Underwriters shall have received the favorable opinion of
the General Counsel or Deputy General Counsel of the Transaction Parties, dated as of such Closing Date, the form of which is attached
as Exhibit B.
(h) Opinion
of Counsel for the Underwriters. On the Closing Date, the Underwriters shall have received the favorable opinion of Sidley Austin
LLP, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Lead
Managers.
(i) Officers’
Certificate. On the Closing Date, the Underwriters shall have received a written certificate executed by the Chief Executive Officer
or General Counsel of Prologis, and the Chief Financial Officer or Chief Accounting Officer of Prologis, dated as of the Closing Date,
to the effect that:
(i) no
Transaction Party has received a stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose
have been instituted or threatened by the Commission;
(ii) no
Transaction Party has received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting
to use of the automatic shelf registration statement form;
(iii) there
has not occurred any downgrading, and no Transaction Party has received any notice of any intended or potential downgrading or of any
review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of any
Transaction Party or any subsidiary of the Parent Guarantor by any “nationally recognized statistical rating organization”
as such term is defined for purposes of Section 3(a)(62) of the Exchange Act;
(iv) for
the period from and after the date of this Agreement and prior to the Closing Date, there has not occurred any Material Adverse Change;
(v) the
representations, warranties and covenants set forth in Section 1 hereof are true and correct with the same force and effect as though
expressly made on and as of the Closing Date; and
(vi) each
Transaction Party has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date.
(j) CFO
Certificate. On the date hereof and on the Closing Date, the Lead Managers and counsel for the Underwriters shall have received a
written certificate executed by the Chief Financial Officer or Chief Accounting Officer of Prologis in form and substance reasonably satisfactory
to the Lead Managers.
(k) Additional
Documents. On or before the Closing Date, the Lead Managers and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained.
(l) Listing.
On or before the Closing Date, an application for the listing of the Debt Securities shall have been submitted with the NYSE.
(m) Clearance
and Settlement. On or before the Closing Date, the Debt Securities will be eligible for clearance and settlement through the facilities
of Clearstream and Euroclear.
If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Lead Managers by
notice to the Parent Guarantor and the Issuer at any time on or prior to the Closing Date, which termination shall be without liability
on the part of any party to any other party, except that Section 4, Section 6, Section 9 and Section 10 hereof shall
at all times be effective and shall survive such termination.
Section 6.
Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Lead Managers pursuant to Section 5
or Section 12 hereof, or if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any
refusal, inability or failure on the part of any Transaction Party to perform any agreement herein or to comply with any provision hereof,
the Transaction Parties agree, jointly and severally, to reimburse the Underwriters (or such Underwriters as have terminated this Agreement
with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriters
in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and
disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.
Section 7.
Offering Restrictions. Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Debt Securities to any retail investor in the European Economic Area. For the
purposes of this provision the expression “retail investor” means a person who is one (or more) of the following:
(a) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
or
(b) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II.
Each Underwriter severally
represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Debt Securities to any retail investor in the United Kingdom. For the purposes of this provision the expression “retail investor”
means a person who is one (or more) of the following:
(a) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”);
(b) a
customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)
and any rules or regulations made under the FSMA to implement the Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law in the United Kingdom by virtue of the EUWA.
Each Underwriter further severally
represents and agrees that:
(a) it
has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale
of the Debt Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Parent Guarantor;
and
(b) it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Debt Securities
in, from or otherwise involving the United Kingdom.
Section 8. MiFID
II Product Governance; UK MiFIR Product Governance.
(a) Solely
for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive
2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under
the Product Governance Rules:
(i) Crédit
Agricole Corporate and Investment Bank (the “Manufacturer”) acknowledges that it understands the responsibilities conferred
upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution
channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection
with the Debt Securities; and
(ii) the
Underwriters (other than the Manufacturer) and the Transaction Parties note the application of the Product Governance Rules and acknowledge
the target market and distribution channels identified as applying to the Debt Securities by the Manufacturer and the related information
set out in the Prospectus and any announcements in connection with the Debt Securities.
(b) Solely
for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance
Rules:
(i) each
of BNP Paribas, HSBC Bank plc, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc (each a “UK Manufacturer”
and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities
conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market
and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus in connection
with the Debt Securities; and
(ii) the
Underwriters (other than the UK Manufacturers) and the Transaction Parties note the application of the UK MiFIR Product Governance Rules and
acknowledge the target market and distribution channels identified as applying to the Debt Securities by the UK Manufacturers and the
related information set out in the Prospectus and any announcements in connection with the Debt Securities.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. Each Transaction Party agrees, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates,
as such term is defined in Rule 501(b) under the Securities Act (each, an “Affiliate”), its directors, officers
and employees, and each person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against
any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such Affiliate, director, officer, employee or
controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation,
or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the
Parent Guarantor or otherwise permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions
in respect thereof as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of
a material fact contained in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) upon any untrue statement
or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, or any “issuer information”
filed or required to be filed pursuant to Rule 433(d) under the Securities Act, the Preliminary Prospectus or the Prospectus
(or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) in whole
or in part upon any inaccuracy in the representations and warranties of any Transaction Party contained herein; or (iv) in whole
or in part upon any failure of any Transaction Party to perform its obligations hereunder or under law; and to reimburse each Underwriter
and each such Affiliate, director, officer, employee and controlling person for any and all expenses (including the reasonable fees and
disbursements of counsel chosen by the Underwriters) as such expenses are reasonably incurred by such Underwriter or such Affiliate, director,
officer, employee or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage,
liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in reliance upon and in conformity with any Underwriter Information. The indemnity agreement set
forth in this Section 9(a) shall be in addition to any liabilities that the Transaction Parties may otherwise have.
(b) Indemnification
of the Transaction Parties. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Transaction Parties,
the directors of the general partner of the Parent Guarantor, each of their respective officers who signed the Registration Statement
and each person, if any, who controls any Transaction Party within the meaning of the Securities Act or the Exchange Act, against any
loss, claim, damage, liability or expense, as incurred, to which any Transaction Party or any such director, officer or controlling person
may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law
or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter or
otherwise permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof
as contemplated below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not misleading; or (ii) upon any untrue statement or alleged untrue
statement of a material fact contained in any Issuer Free Writing Prospectus or any “issuer information” filed or required
to be filed pursuant to Rule 433(d) under the Securities Act, the Base Prospectus, the Preliminary Prospectus or the Prospectus
(or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto), in reliance upon and in conformity with written information furnished to any Transaction Party by any Underwriter through the
Lead Managers expressly for use therein, it being understood and agreed upon that the only such information furnished by any Underwriter
consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: the information
contained in the third paragraph, the ninth paragraph and the third and fourth sentences of the tenth paragraph under the caption “Underwriting”
and the fifth paragraph under the caption “About This Prospectus Supplement”; and to reimburse the Transaction Parties, or
any such director, officer or controlling person for any legal and other expense reasonably incurred by any Transaction Party, or any
such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss,
claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 9(b) shall be in addition to
any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9,
notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained
in this Section 9 or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate
result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall
elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying
party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or other expenses (other than reasonable costs of investigation)
subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel (together with local counsel), representing the indemnified
parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party shall authorize the indemnified party to employ separate counsel, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement; provided, that if it is ultimately determined
that an indemnified party was not entitled to indemnification hereunder, such indemnified party shall be responsible for repaying or reimbursing
such amounts to the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which
any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless
such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
Section 10.
Contribution. If the indemnification provided for in Section 9 hereof is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Transaction Parties, on the one hand, and the Underwriters, on the other hand, from the offering of
the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the
relative fault of the Transaction Parties, on the one hand, and the Underwriters, on the other hand, in connection with the statements
or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities
or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Transaction Parties, on the
one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall
be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement
(before deducting expenses) received by the Transaction Parties, and the total underwriting discount received by the Underwriters, in
each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering price of the Securities
as set forth on such cover. The relative fault of the Transaction Parties, on the one hand, and the Underwriters, on the other hand, shall
be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information
supplied by the Transaction Parties, on the one hand, or any Underwriter through the Lead Managers, on the other hand, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The amount paid or payable
by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 9(c) hereof, any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim. The provisions set forth in Section 9(c) hereof with respect
to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however,
that no additional notice shall be required with respect to any action for which notice has been given under Section 9(c) hereof
for purposes of indemnification.
The Transaction Parties and
the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 hereof were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to in this Section 10.
Notwithstanding the provisions
of this Section 10, no Underwriter shall be required to contribute any amount in excess of the total underwriting discount received
by such Underwriter in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10
are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A.
For purposes of this Section 10, each Affiliate, director, officer, employee and agent of an Underwriter and each person, if any,
who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as
such Underwriter, and each director of the general partner of the Parent Guarantor, each officer of any Transaction Party who signed the
Registration Statement, and each person, if any, who controls any Transaction Party within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Issuer or the Parent Guarantor, as applicable.
Section 11.
Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall
fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount
of Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate
principal amount of the Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion
to the aggregate principal amounts of the Securities set forth opposite their respective names on Schedule A bears to the aggregate principal
amount of the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be
specified by the Lead Managers with the consent of the non-defaulting Underwriters, to purchase such Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters
shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default
occurs exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, and arrangements satisfactory to
the Lead Managers and the Issuer for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall
terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 9
and Section 10 hereof shall at all times be effective and shall survive such termination. In any such case either the Lead Managers
or the Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required
changes, if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any
other documents or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.
Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
Section 12.
Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated
by the Lead Managers by notice given to the Transaction Parties if at any time (i) trading or quotation in any Transaction Party’s
securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq
Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any
of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal
or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any
crisis or calamity involving the United States, or any change in the United States or international financial markets, or any substantial
change or development involving a prospective substantial change in United States’ or international political, financial or economic
conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities
in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities;
(iv) in the judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred
a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the
Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of
(a) the Issuer to any Underwriter, except that the Transaction Parties shall be obligated to reimburse the expenses of the Underwriters
pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to any Transaction Party, or (c) of any party hereto
to any other party, except that the provisions of Section 9 and Section 10 hereof shall at all times be effective and shall
survive such termination.
Section 13.
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Transaction Parties, of their officers and of the several Underwriters set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriters, any Transaction Party
or any of their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment
for the Securities sold hereunder and any termination of this Agreement.
Section 14.
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or emailed and confirmed to the parties
hereto as follows:
If to the Lead Managers:
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Email: dl.syndsupportbonds@uk.bnpparibas.com; nicholas.hearn@us.bnpparibas.com
Attention: Fixed Income Syndicate
Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex, France
Email: dcm-legal@ca-cib.com
Attention: DCM Legal
HSBC Bank plc
8 Canada Square
London E14 5HQ
Tel: +44 20 7991 8888
Email: transaction.management@hsbcib.com
Attention: Head of DCM Legal
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Tel: +44 207-134-2468
Attention: Head of Debt Syndicate and Head of EMEA Debt Capital
Markets Group
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Tel: +44 20 7677 4799
Attention: Head of Transaction Management Group, Global
Capital Markets
with a copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Daniel O’Shea
Email: doshea@sidley.com
If to the Transaction Parties:
Prologis, L.P.
1800 Wazee Street
Denver, Colorado 80202
Attention: General Counsel
Email: legalnotice@prologis.com
with a copy to:
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Attention: David Malinger
Email: dmalinger@mayerbrown.com
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
Section 15.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 11 hereof, and to the benefit of the Affiliates, directors, officers, employees and controlling persons referred
to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Underwriters merely
by reason of such purchase.
Section 16.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such
minor changes) as are necessary to make it valid and enforceable.
Section 17.
Patriot Act. Certain of the Underwriters hereby notify the Transaction Parties that, pursuant to the requirements of the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), they are required to obtain, verify and record information
that identifies the Transaction Parties, including the name and address of the Transaction Parties and other information that will allow
such Underwriters to identify the Transaction Parties in accordance with the USA Patriot Act.
Section 18.
Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE.
Section 19.
No Fiduciary Duty. Each Transaction Party acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant
to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions,
is an arm’s-length commercial transaction between the Transaction Parties, on the one hand, and the several Underwriters, on the
other hand, and each Transaction Party is capable of evaluating and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process
leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary
of the Transaction Parties or their affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has
assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Transaction Party with respect to any of the transactions
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising any
Transaction Party on other matters) and no Underwriter has any obligation to any Transaction Party with respect to the offering contemplated
hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Transaction Parties and that the
several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship;
and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Transaction Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) among the Transaction Parties and the several Underwriters, or any of
them, with respect to the subject matter hereof. Each Transaction Party hereby waives and releases, jointly and severally, to the fullest
extent permitted by law, any claims that such party may have against the several Underwriters with respect to any breach or alleged breach
of agency or fiduciary duty.
Section 20.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written
or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
Each of the parties hereto
acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions
hereof, including, without limitation, the indemnification provisions of Section 9 hereof and the contribution provisions of Section 10
hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections
9 and Section 10 fairly allocate the risks in light of the ability of the parties to investigate the Transaction Parties, their affairs
and their businesses in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and
the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Section 21.
Agreement Among Managers. The Underwriters agree as between themselves that they will be bound by and will comply with the International
Capital Market Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”)
as amended in the manner set out below: For purposes of the Agreement Among Managers, “Managers” means the Underwriters,
references to the “Lead Manager” and the “Joint Bookrunners” shall mean the Lead Managers or the relevant Lead
Manager, as the case may be, “Settlement Lead Manager”, “Stabilisation Manager” and “Stabilisation
Coordinator” mean BNP Paribas, and “Subscription Agreement” means this Underwriting Agreement. Clause 3 of
the Agreement Among Managers shall be deleted in its entirety and replaced with Section 11 hereof.
The Underwriters further agree
for the purposes of the Agreement Among Managers that their respective underwriting commitments as between themselves will be the respective
amounts set forth in Schedule A to this Agreement, which shall constitute the “Commitment Notification” (as defined
in the Agreement Among Managers).
Section 22.
Judgment Currency. Each Transaction Party agrees, jointly and severally, to indemnify the Underwriter, its directors, officers,
employees, Affiliates and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any loss incurred by the Underwriter as a result of any judgment or order being given
or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”)
other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted
into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person
is able to purchase U.S. dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity
shall constitute a separate and independent obligation of the Transaction Parties and shall continue in full force and effect notwithstanding
any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable
in connection with the purchase of, or conversion into, the relevant currency.
Section 23.
Contractual Recognition of Bail-In.
(1) Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties hereto, each of
the parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement may be subject
to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by:
| (a) | the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD
Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some
combination thereof: |
| (i) | the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations
of the BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the BRRD Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority,
to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. |
For the purposes of this section,
“Bail-in Legislation”
means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the
relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
“Bail-in Powers”
means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
“BRRD Liability”
means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;
“BRRD Party”
means any party hereto that is subject to Bail-in Powers;
“EU Bail-in Legislation
Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor
person) from time to time; and
“Relevant Resolution
Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to any BRRD Party.
(2) Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties
hereto, each of the parties acknowledges, accepts, and agrees that any UK Bail-in Liability of a UK Bail-in Party hereto arising under
this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority and acknowledges, accepts and
agrees to be bound by:
| (a) | the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to
any UK Bail-in Liability of any UK Bail-in Party to it under this Agreement, that without limitation may include and result in any of
the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the UK Bail-in Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority,
to give effect to the exercise of any UK Bail-in Powers by the Relevant UK Resolution Authority. |
| For | the purposes of this section, |
“Relevant
UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any
UK Bail-in Party;
“UK Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings);
“UK Bail-in
Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;
“UK Bail-in
Party” means any party hereto that is subject to UK Bail-in Powers; and
“UK Bail-in
Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a
bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such
a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability.
Section 24.
Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest
and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of
the United States. (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such party and becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 24
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding
of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.
|
Very truly yours, |
|
|
|
PROLOGIS EURO FINANCE LLC, as Issuer |
|
|
|
By: |
/s/ Deborah K. Briones |
|
|
Name: |
Deborah K. Briones |
|
|
Title: |
Managing Director and Deputy General Counsel |
|
|
|
PROLOGIS, L.P., as Parent Guarantor |
|
By: Prologis, Inc., its general
partner |
|
|
|
By: |
/s/ Deborah K. Briones |
|
|
Name: |
Deborah K. Briones |
|
|
Title: |
Managing Director and Deputy General Counsel |
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
BNP PARIBAS |
|
|
|
By: |
/s/ Vikas Katyal |
|
|
Name: Vikas Katyal |
|
|
Title: Authorised Signatory |
|
|
|
By: |
/s/ Anne Besson-Imbert |
|
|
Name: Anne Besson-Imbert |
|
|
Title: Authorised Signatory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK |
|
|
|
By: |
/s/ Atul Sodhi |
|
|
Name: Atul Sodhi |
|
|
Title: Global Markets Division, Global Head of DCM |
|
|
|
By: |
/s/ Franck Hergault |
|
|
Name: Franck Hergault |
|
|
Title: M.D. |
|
[Signature Page - Underwriting Agreement]
The
foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
HSBC BANK PLC |
|
|
|
By: |
/s/ Prateek
Karamchandani |
|
|
Name: Prateek Karamchandani |
|
|
Title: Senior Legal Counsel |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
J.P. MORGAN SECURITIES PLC |
|
|
|
By: |
/s/ Robert Chambers |
|
|
Name: Robert Chambers |
|
|
Title: Executive Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MORGAN STANLEY & CO. INTERNATIONAL PLC |
|
|
|
By: |
/s/ Kathryn
McArdle |
|
|
Name: Kathryn McArdle |
|
|
Title: Executive Director |
|
[Signature Page - Underwriting Agreement]
The
foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MUFG SECURITIES EMEA PLC |
|
|
|
By: |
/s/ Corina
Painter |
|
|
Name: Corina Painter |
|
|
Title: Authorised Signatory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MERRILL LYNCH INTERNATIONAL |
|
|
|
By: |
/s/ Angus
Reynolds |
|
|
Name: Angus Reynolds |
|
|
Title: Managing Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
CITIGROUP GLOBAL MARKETS LIMITED |
|
|
|
By: |
/s/ Konstantinos Chryssanthopoulos |
|
|
Name: Konstantinos Chryssanthopoulos |
|
|
Title: Delegated Signatory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
GOLDMAN SACHS & CO. LLC |
|
|
|
By: |
/s/ Sam Chaffin |
|
|
Name: Sam Chaffin |
|
|
Title: Vice President |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
ING BANK N.V., BELGIAN BRANCH |
|
|
|
By: |
/s/ Kris Devos |
|
|
Name: Kris Devos |
|
|
Title: Global Head of Debt Syndicate |
|
|
|
By: |
/s/ William de Vreede |
|
|
Name: William de Vreede |
|
|
Title: Global Head Legal Wholesale Banking |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MIZUHO INTERNATIONAL PLC |
|
|
|
By: |
/s/ Manabu
Shibuya |
|
|
Name: Manabu Shibuya |
|
|
Title: Authorised Signatory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
SCOTIABANK (IRELAND) DESIGNATED ACTIVITY COMPANY |
|
|
|
By: |
/s/ Pauline Donohoe |
|
|
Name: Pauline Donohoe |
|
|
Title: MD, Head of Capital Markets, SIDAC |
|
|
|
By: |
/s/ Nicola Vavasour |
|
|
Name: Nicola Vavasour |
|
|
Title: CEO, SIDAC |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
SMBC NIKKO CAPITAL MARKETS LIMITED |
|
|
|
By: |
/s/ Steve Apted |
|
|
Name: Steve Apted |
|
|
Title: Authorized Signatory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
THE TORONTO-DOMINION BANK |
|
|
|
By: |
/s/ Frances Watson |
|
|
Name: Frances Watson |
|
|
Title: Director, Transaction Advisory |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
U.S. BANCORP INVESTMENTS, INC. |
|
|
|
By: |
/s/ Charles P. Carpenter |
|
|
Name: Charles P. Carpenter |
|
|
Title: Senior Vice President |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
WELLS FARGO SECURITIES INTERNATIONAL LIMITED |
|
By: |
/s/ James Marriott |
|
|
Name: James Marriott |
|
|
Title: Managing Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. |
|
|
|
By: |
/s/ Adrien
Ferrando |
|
|
Name: Adrien Ferrando |
|
|
Title: ED |
|
|
|
By: |
/s/ Andrea
Borna |
|
|
Name: Andrea Borna |
|
|
Title: Executive Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
LOOP CAPITAL MARKETS LLC |
|
|
|
By: |
/s/ Emmit
Horne |
|
|
Name: Emmit Horne |
|
|
Title: Managing Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written. |
|
|
|
ACADEMY SECURITIES, INC. |
|
|
|
By: |
/s/ Michael
Boyd |
|
|
Name: Michael Boyd |
|
|
Title: Chief Compliance Officer |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
PNC CAPITAL MARKETS LLC |
|
|
|
By: |
/s/ Mitchell
O’Shell |
|
|
Name: Mitchell O’Shell |
|
|
Title: Senior Associate |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
REGIONS SECURITIES LLC |
|
|
|
By: |
/s/ Nicole
Black |
|
|
Name: Nicole Black |
|
|
Title: Managing Director |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
STANDARD CHARTERED BANK |
|
|
|
By: |
/s/ Patrick
Dupont-Liot |
|
|
Name: Patrick Dupont-Liot |
|
|
Title: Managing Director, Debt Capital Markets |
|
[Signature Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
TRUIST SECURITIES, INC. |
|
|
|
By: |
/s/ Robert
Nordlinger |
|
|
Name: Robert Nordlinger |
|
|
Title: Authorized Signatory |
|
[Signature Page - Underwriting Agreement]
SCHEDULE A
Underwriters | |
Aggregate Principal Amount of Debt Securities to be Purchased | |
BNP Paribas | |
€ | 70,070,000 | |
Crédit Agricole Corporate and Investment Bank | |
| 70,070,000 | |
HSBC Bank plc | |
| 70,070,000 | |
J.P. Morgan Securities plc | |
| 70,070,000 | |
Morgan Stanley & Co. International plc | |
| 70,070,000 | |
MUFG Securities EMEA plc | |
| 24,750,000 | |
Merrill Lynch International | |
| 11,550,000 | |
Citigroup Global Markets Limited | |
| 11,550,000 | |
Goldman Sachs & Co. LLC | |
| 11,550,000 | |
ING Bank N.V., Belgian Branch | |
| 11,550,000 | |
Mizuho International plc | |
| 11,550,000 | |
Scotiabank (Ireland) Designated Activity Company | |
| 11,550,000 | |
SMBC Nikko Capital Markets Limited | |
| 11,550,000 | |
The Toronto-Dominion Bank | |
| 11,550,000 | |
U.S. Bancorp Investments, Inc. | |
| 11,550,000 | |
Wells Fargo Securities International Limited | |
| 11,550,000 | |
Academy Securities, Inc. | |
| 14,850,000 | |
Banco Bilbao Vizcaya Argentaria, S.A. | |
| 7,425,000 | |
Loop Capital Markets LLC | |
| 7,425,000 | |
PNC Capital Markets LLC | |
| 7,425,000 | |
Regions Securities LLC | |
| 7,425,000 | |
Standard Chartered Bank | |
| 7,425,000 | |
Truist Securities, Inc. | |
| 7,425,000 | |
Total | |
€ | 550,000,000 | |
SCHEDULE B
LIST OF SIGNIFICANT SUBSIDIARIES
Prologis
Prologis U.S. Logistics Venture, LLC
Prologis Logistics Services Incorporated
PLD International Holding LP
Liberty Property Trust
Liberty Property Limited Partnership
Duke Realty Limited Partnership
Duke Realty LLC
ANNEX I
Prologis Euro Finance LLC—Issuer Free
Writing Prospectuses
Forming Part of the Disclosure Package
| 1. | Final Term Sheet, dated April 22, 2024, for the Debt Securities. |
ANNEX II
Prologis Euro Finance LLC—Issuer Free
Writing Prospectuses
Not Forming Part of the Disclosure Package
1. Electronic
(Netroadshow) road show of the Issuer, dated April 22, 2024.
EXHIBIT A
[Provided Separately.]
EXHIBIT B
[Provided Separately.]
EXHIBIT C
€550,000,000
4.000% Notes due 2034
FINAL TERM SHEET
April 22, 2024
Issuer: |
Prologis Euro Finance LLC |
|
|
Guarantor: |
Prologis, L.P. |
|
|
Legal Format: |
Senior Unsecured SEC Registered Notes |
|
|
Securities: |
4.000% Notes due 2034 (the “Notes”) |
|
|
Maturity Date: |
May 5, 2034 |
|
|
Coupon: |
4.000% per annum, payable annually |
|
|
Price to Public: |
100.000% |
|
|
Underwriting Discount: |
0.430% |
|
|
Net Proceeds, Before Expenses, to Issuer: |
€547,635,000 |
|
|
Mid-Swaps Yield: |
2.800% |
|
|
Spread to Mid-Swap: |
+120 basis points |
|
|
Benchmark Bund: |
2.200% DBR due February 15, 2034 |
|
|
Benchmark Bund Yield/Price: |
2.493% / 97.470% |
|
|
Spread to Benchmark Bund: |
+150.7 basis points |
|
|
Yield to Maturity: |
4.000% |
|
|
Interest Payment Dates: |
May 5 of each year, commencing May 5, 2025 |
Day Count Convention: |
Actual/Actual (ICMA) |
|
|
Optional Redemption |
Prior to February 5, 2034 based on the Comparable Government Bond Rate + 25 basis points, or on or after February 5, 2034, at par |
|
|
Settlement Date: |
May 7, 2024 |
|
|
Trade Date: |
April 22, 2024 |
|
|
Use of Proceeds: |
The Issuer intends to lend or distribute the net proceeds from the Notes to the Guarantor or one of its other subsidiaries, who will use a portion of these net proceeds to repay borrowings under the Euro tranches of its global lines of credit and the remainder for general corporate purposes, including to repay, repurchase or tender for other indebtedness. |
|
|
Currency of Payment: |
All payments of principal of, and premium, if any, and interest on, the Notes, including any payments made upon any redemption of the Notes, will be made in euro. If the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer or so used. |
|
|
Payment of Additional Amounts: |
The Issuer will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment by the Issuer or the paying agent of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, duty, assessment or other governmental charge of whatever nature imposed or levied by the United States or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable. |
|
|
Redemption for Tax Reasons: |
The Issuer may offer to redeem all, but not less than all, of the Notes in the event of certain changes in the tax laws of the United States (or any taxing authority thereof or therein) which would obligate the Issuer to pay additional amounts as described above. This redemption would be at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption. |
|
|
Denominations: |
€100,000 x €1,000 |
CUSIP / ISIN / Common Code: |
74341E AS1 / XS2810794680 / 281079468 |
|
|
Listing: |
The Issuer intends to apply to list the Notes on the New York Stock Exchange. |
|
|
Joint Book-Running Managers: |
BNP Paribas Crédit Agricole Corporate and Investment Bank HSBC Bank plc J.P. Morgan Securities plc Morgan Stanley & Co. International plc MUFG Securities EMEA plc |
|
|
Senior Co-Managers: |
Merrill Lynch International Citigroup Global Markets Limited Goldman Sachs & Co. LLC ING Bank N.V., Belgian Branch Mizuho International plc Scotiabank (Ireland) Designated Activity Company SMBC Nikko Capital Markets Limited The Toronto-Dominion Bank U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited |
|
|
Co-Managers: |
Banco Bilbao Vizcaya Argentaria, S.A. Loop Capital Markets LLC Academy Securities, Inc. PNC Capital Markets LLC Regions Securities LLC Standard Chartered Bank Truist Securities, Inc. |
We expect to deliver the Notes against payment for the
Notes on or about May 7, 2024. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally
are required to settle in two London business days unless the parties to a trade expressly agree otherwise. Also under Rule 15c6-1
of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two New York business
days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes before the second business
day prior to delivery being required will be required to specify alternative settlement arrangements to prevent a failed settlement.
The Issuer has filed a registration statement (including
a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus and preliminary prospectus supplement thereto in that registration statement and other documents the Issuer
has filed with the SEC for more complete information about the Issuer, the guarantor and this offering. You may get these documents for
free by visiting EDGAR on the SEC’s Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus if you request it by contacting: BNP Paribas at +1 (800) 854-5674, Crédit
Agricole Corporate and Investment Bank at +1 (866) 807-6030, HSBC Bank plc at +44 (0) 20 7991 1422, J.P. Morgan Securities plc at +44-207-134-2468
or Morgan Stanley & Co. International plc at +1 866 718 1649.
MiFID II and UK MiFIR - professionals/ECPs-only / No PRIIPs
or UK PRIIPs KID - Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in
EEA or UK.
The communication of this Final Term Sheet and any other
document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000,
as amended (the “FSMA”). Accordingly, this Final Term Sheet and such other documents and/or materials are not being distributed
to, and must not be passed on to, the general public in the United Kingdom. This Final Term Sheet and such other documents and/or materials
are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within
the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to
(d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”).
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Final Term Sheet and any other document or materials relates will be engaged in only with
relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Final Term Sheet, any
such relevant document or materials or any of their contents.
Disclaimers or other notices that may appear below are
not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated
as a result of this communication having been sent via Bloomberg or another system.
Exhibit 1.2
Execution
Version
PROLOGIS, L.P., as Issuer
£350,000,000 5.625% Notes due 2040
Underwriting
Agreement
dated April 22, 2024
BNP Paribas
Crédit Agricole Corporate and Investment
Bank
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
Prologis, L.P.
Underwriting Agreement
April 22, 2024
BNP PARIBAS
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
HSBC BANK PLC
J.P. MORGAN SECURITIES PLC
MORGAN STANLEY & CO. INTERNATIONAL PLC
And the several other Underwriters named in Schedule A hereto
c/o BNP Paribas
16, boulevard des Italiens
Paris, 75009 France
c/o Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex, France
c/o HSBC Bank plc
8 Canada Square
London, E14 5HQ
United Kingdom
c/o J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London, E14 5JP
United Kingdom
c/o Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London, E14 4QA
United Kingdom
Ladies and Gentlemen:
Introductory. Prologis,
L.P., a Delaware limited partnership (the “Issuer”), proposes to issue and sell to the several underwriters named in
Schedule A hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided
in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of £350,000,000
aggregate principal amount of the Issuer’s 5.625% Notes due 2040 (the “Debt Securities”). BNP Paribas, Crédit
Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc
have agreed to act as lead managers of the several Underwriters (in such capacity, the “Lead Managers”) in connection
with the offering and sale of the Debt Securities.
The Debt Securities will be
issued pursuant to an indenture, dated as of June 8, 2011 (the “Base Indenture”), among the Issuer, Prologis, Inc.,
a Maryland corporation, as the parent company of the Issuer (“Prologis”), and U.S. Bank National Association, as trustee (the
“Trustee”), as supplemented by a fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth
Supplemental Indenture”), and an eighth supplemental indenture, dated as of June 7, 2017 (the “Eighth Supplemental
Indenture” and, together with the Base Indenture and Fifth Supplemental Indenture, the “Indenture”), among
the Issuer, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing
for the issuance of debt securities in one or more series. The Debt Securities will be issued in book-entry form and registered in the
name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank
SA/NV, as operator of the Euroclear System (“Euroclear”).
Prologis and the Issuer have
prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement
on Form S-3 (File No. 333-267431), including any amendments thereto, which contains a base prospectus, dated September 15,
2022 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including
the Debt Securities, debt securities of the Issuer, Prologis, Prologis Euro Finance LLC, Prologis Sterling Finance LLC and Prologis Yen
Finance LLC and other securities of Prologis under the Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415
under the Securities Act. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto,
in the form in which it became effective under the Securities Act, including the documents incorporated by reference therein and any required
information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the
“Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement relating
to the Debt Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time
that this Agreement is executed and delivered by the parties hereto. The term “Preliminary Prospectus” shall mean the
most recent preliminary prospectus supplement relating to the Debt Securities, together with the Base Prospectus, that is distributed
to investors prior to the Initial Sale Time (as defined below) and filed with the Commission pursuant to Rule 424(b). Any reference
herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents
that are or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to
2:15 p.m. (New York City time) on April 22, 2024 (the “Initial Sale Time”). All references in this Agreement
to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall
include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement
to financial statements and schedules and other information which is “disclosed,” “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, Preliminary Prospectus or Prospectus shall
be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated
by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, prior to the Initial Sale Time;
and all references in this Agreement to amendments or supplements to the Registration Statement, Preliminary Prospectus or Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case
may be, after the Initial Sale Time.
The Issuer hereby confirms
its agreements with the several Underwriters as follows:
Section 1.
Representations and Warranties. The Issuer, hereby represents, warrants and covenants to each Underwriter as of the date hereof,
as of the Initial Sale Time and as of the Closing Date (in each case, a “Representation Date”), as follows:
(a) Compliance
with Registration Requirements. Prologis and the Issuer meet the requirements for use of Form S-3 under the Securities Act. The
Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the
knowledge of the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional
or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”).
At the respective times the
Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the Issuer’s most
recent jointly-filed Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became
effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in
all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the
“Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder,
and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. At the date of the Prospectus and, at the Closing Date (and with regards
to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements
thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the
foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”)
and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments
or supplements thereto, made in reliance upon and in conformity with information furnished to the Issuer in writing by any Underwriter
through the Lead Managers expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter
consists of the information described as such in Section 9(b) hereof (the “Underwriter Information”).
Each preliminary prospectus
and prospectus filed as part of the Registration Statement, as originally filed or as part of any amendment thereto, or filed pursuant
to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Regulations and the
Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Debt Securities
will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(b) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, (ii) the issuer free
writing prospectuses as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Annex I hereto and (iii) any other Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly
agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, (i) the Disclosure Package did not, and
(ii) each Issuer Free Writing Prospectus listed in Annex II hereof, taken together with the Disclosure Package, did not, contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from
the Disclosure Package based upon and in conformity with any Underwriter Information.
(c) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied and will comply in all material
respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange
Act Regulations”) and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale
Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(d) Prologis
and the Issuer are each a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the
time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether
such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or
form of prospectus), (iii) at the time the Issuer or any person acting on the Issuer’s behalf (within the meaning, for this
clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Debt Securities in reliance on the exemption
of Rule 163 under the Securities Act, and (iv) as of the date hereof (the “Execution Time”), each of Prologis
and the Issuer was and is a “well known seasoned issuer” as defined in Rule 405 under the Securities Act. The Registration
Statement is an “automatic shelf registration statement,” as defined in Rule 405 under the Securities Act, that initially
became effective within three years of the Execution Time; neither Prologis nor the Issuer has received from the Commission any notice
pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form; and
neither Prologis nor the Issuer has otherwise ceased to be eligible to use the automatic shelf registration statement form.
(e) The
Issuer is not an Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement when a bona fide
offer (as used in Rule 164(h)(2) of the Securities Act Regulations) of the Debt Securities is first made by the Issuer or
any other offering participant, and (ii) as of the Execution Time, the Issuer was or is not an Ineligible Issuer (as defined in Rule 405
under the Securities Act).
(f) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Debt Securities or until any earlier date of which the Issuer notified or notifies the Lead Managers,
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the
Registration Statement, the Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein that has
not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with any Underwriter Information.
(g) Distribution
of Offering Material by the Issuer. The Issuer has not distributed, and will not distribute, prior to the later of the Closing Date,
and the completion of the Underwriters’ distribution of the Debt Securities, any offering material in connection with the offering
and sale of the Debt Securities other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed
and consented to by the Lead Managers and identified in Annex I and Annex II hereto.
(h) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Issuer.
(i) [Reserved].
(j) The
Paying Agency Agreement. The Paying Agency Agreement, dated as of the Closing Date (the “Paying Agency Agreement”),
among the Issuer, the Trustee and the Paying Agent has duly authorized, executed and delivered by the Issuer and constitutes a valid and
binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles.
(k) Authorization
of the Base Indenture and Certain Supplemental Indentures. Each of the Base Indenture, the Fifth Supplemental Indenture and the Eighth
Supplemental Indenture have been duly authorized, executed and delivered by each of Prologis and the Issuer and constitutes a valid and
binding agreement of Prologis and the Issuer, enforceable against each of Prologis and the Issuer in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(l) Authorization
of the Debt Securities. The Debt Securities to be purchased by the Underwriters from the Issuer are in the form contemplated by the
Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will
have been duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment
of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance
with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled
to the benefits of the Indenture.
(m) [Reserved].
(n) Description
of the Debt Securities, the Indenture and the Paying Agency Agreement. The Debt Securities, the Indenture and the Paying Agency Agreement
conform in all material respects to the descriptions thereof contained in the Disclosure Package and the Prospectus.
(o) No
Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Prospectus, subsequent to the respective
dates as of which information is given in the Disclosure Package and the Prospectus: (i) there has been no material adverse change,
or any development involving Prologis or its subsidiaries, the Issuer or the subsidiaries of the Issuer that could reasonably be expected
to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects,
whether or not arising from transactions in the ordinary course of business, of the Issuer and its subsidiaries, considered as one entity
(any such change is called a “Material Adverse Change”); (ii) the Issuer and the subsidiaries of the Issuer, considered
as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business
or entered into any material transaction or agreement not in the ordinary course of business; and (iii) except for regular quarterly
dividends on the common stock or shares or preferred stock or shares in amounts per share that are consistent with past practice, there
has been no dividend or distribution of any kind declared, paid or made by the Issuer or, except for dividends paid to the Issuer or subsidiaries
of the Issuer, any subsidiaries of the Issuer on any class of capital stock or shares or repurchase or redemption by the Issuer or any
of the subsidiaries of the Issuer of any class of capital stock or shares.
(p) Independent
Accountants. KPMG LLP, who have expressed their opinion with respect to the audited financial statements of (1) Prologis and
its consolidated subsidiaries and (2) the Issuer and its consolidated subsidiaries, in each case as of December 31, 2023 and
2022 and for the fiscal years ended December 31, 2023, 2022 and 2021, all incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Prospectus, are independent public or certified public accountants within the meaning of Regulation
S-X under the Securities Act and the Exchange Act and a registered public accounting firm within the meaning of the Sarbanes-Oxley Act
of 2002, as amended.
(q) Preparation
of the Financial Statements. The audited consolidated financial statements for the fiscal years ended December 31, 2023, 2022
and 2021 of the Prologis and the Issuer, together with the related notes thereto and related schedules incorporated by reference in the
Registration Statement, the Preliminary Prospectus and the Prospectus, present fairly the consolidated financial position of Prologis,
or the consolidated financial position of the Issuer, as applicable, as of and at the dates indicated and the results of their respective
operations and cash flows for the periods specified. Such financial statements and related schedules have been prepared in conformity
with generally accepted accounting principles as applied in the United States and applied on a consistent basis throughout the periods
involved, except as may be expressly stated in the related notes thereto. The summary financial information included in the Preliminary
Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements incorporated by reference in the Registration Statement, the Preliminary Prospectus
and the Prospectus. No other financial statements or supporting schedules are required to be included or incorporated by reference in
the Registration Statement.
(r) [Reserved].
(s) Organization
and Good Standing of the Issuer. The Issuer has been duly formed and is validly existing as a limited partnership in good standing
under the laws of the State of Delaware, with partnership power and authority to own, lease and operate its properties, to conduct the
business in which it is engaged or proposes to engage as described in the Disclosure Package and the Prospectus, and to enter into and
perform its obligations under this Agreement, the Indenture and the Debt Securities. The Issuer is duly qualified to transact business
and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not,
individually or in the aggregate, result in a Material Adverse Change. Prologis is the sole general partner of the Issuer and owns the
percentage interest in the Issuer as set forth or incorporated by reference in the Disclosure Package and the Prospectus.
(t) Incorporation
and Good Standing of Significant Subsidiaries. Each subsidiary and joint venture of the Issuer listed on Schedule B hereto (collectively,
the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing
as a corporation, trust, partnership, limited liability company or other entity, as the case may be, and (except as to any general partnership)
in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the power (corporate
or other) and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and
the Prospectus. Each Significant Subsidiary is duly qualified as a foreign corporation, trust, partnership, limited liability company
or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify
or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding
capital stock and other equity interests of each Significant Subsidiary have been duly authorized and validly issued, and are fully paid
and (except for general partnership interests and directors’ qualifying shares) non-assessable; and all shares of outstanding capital
stock and other equity interests of each Significant Subsidiary held by the Issuer, directly or through subsidiaries, are owned free and
clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for the pledge of such capital stock or other interests
to secure borrowings of the Issuer or one of its wholly owned subsidiaries.
(u) Capital
Stock Matters. All of the issued and outstanding shares of capital stock of Prologis have been duly authorized and validly issued,
are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.
(v) Capitalization.
The Issuer has an authorized capitalization as set forth in the Disclosure Package and the Prospectus under the heading “Capitalization”;
there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or any contracts or commitments to issue or sell, any shares of common stock, any shares of capital stock of any subsidiary, or
any such warrants, convertible securities or obligations, except as set forth in the Disclosure Package and the Prospectus and except
for options granted under, or contracts or commitments pursuant to, the previous or currently existing option and other similar officer,
director, trustee or employee benefit plans of the Issuer or any of the subsidiaries of the Issuer; and there are no contracts, commitments,
agreements, arrangements, understandings or undertakings of any kind to which the Issuer is a party, or by which either of them is bound,
granting to any person the right to require Prologis or the Issuer to file a registration statement under the Securities Act with respect
to any securities of the Issuer or requiring the Issuer to include such securities with the Debt Securities registered pursuant to any
registration statement, except as set forth in the Disclosure Package and the Prospectus.
(w) Partnership
Units of the Issuer. All of the issued and outstanding partnership units of the Issuer (the “Units”) have been
duly and validly authorized and issued and conform to the description thereof contained or incorporated by reference in the Disclosure
Package and the Prospectus. The Units owned by Prologis are owned directly by Prologis, free and clear of any security interest, mortgage,
pledge, lien, encumbrance or claim.
(x) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. None of the Issuer nor any of the subsidiaries of the Issuer
is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer,
for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of Prologis, the Issuer
or any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of time or both, would be in default) (“Default”)
under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which Prologis, the Issuer
or any of the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which any of the property or assets
of Prologis, the Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing Instrument”), except
for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Issuer’s execution, delivery
and performance of this Agreement, the Indenture and the Paying Agency Agreement, and the respective execution, issuance and delivery
of the Debt Securities, the consummation of the transactions contemplated hereby, by the Indenture and by the Disclosure Package and the
Prospectus (i) have been duly authorized by all necessary corporate or other action, as the case may be, and will not result in any
violation of the provisions of the charter or by-laws or other similar constitutive documents of the Issuer or any of the subsidiaries
of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not,
individually or in the aggregate, materially adversely affect the Issuer’s ability to consummate the transactions contemplated by
this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of the subsidiaries of the Issuer pursuant
to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges
or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the
Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture and (iii) will not result in
any violation of any law, administrative regulation or administrative or court decree applicable to the Issuer or any of the subsidiaries
of the Issuer, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially
adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture. No consent,
approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or
agency, is required for the Issuer’s execution, delivery and performance of this Agreement or the Indenture or the Paying Agency
Agreement, or the execution, issuance and delivery of the Debt Securities or the consummation of the transactions contemplated hereby
or thereby and by the Disclosure Package and the Prospectus, except such as have been obtained or made by the Issuer and are in full force
and effect under the Securities Act, the Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry
Regulatory Authority (“FINRA”) or the failure of which to obtain would not have a material adverse effect on the consummation
of the transactions contemplated by this Agreement or the Indenture.
(y) No
Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best of the Issuer’s knowledge, threatened (i) against or affecting
the Issuer or any of the subsidiaries of the Issuer, (ii) which has as the subject thereof any officer, director of, or property
owned or leased by, the Issuer or any of the subsidiaries of the Issuer or (iii) relating to environmental or discrimination matters,
where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to
the Issuer or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected
to result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this Agreement
or the Indenture.
(z) Labor
Matters. No material labor dispute with the employees of the Issuer or any of the subsidiaries of the Issuer exists or, to the best
of the Issuer’s knowledge, is threatened or imminent, except for such disputes as would not, individually or in the aggregate, result
in a Material Adverse Change.
(aa) Intellectual
Property Rights. The Issuer and the subsidiaries of the Issuer own or possess sufficient trademarks, trade names, patent rights, copyrights,
domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”)
reasonably necessary to conduct their businesses as now conducted, except as would not result in a Material Adverse Change; and the expected
expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. None of the Issuer nor any of the
subsidiaries of the Issuer has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which
infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. The Issuer is not a party
to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that
are required to be set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, and that are not described in
all material respects in such documents. None of the technology employed by the Issuer has been obtained or is being used by the Issuer
in violation of any contractual obligation binding on the Issuer or, to the knowledge of the Issuer, any of its officers, directors or
employees or otherwise in violation of the rights of any persons, except for such violations as would not, individually or in the aggregate,
result in a Material Adverse Change.
(bb) All
Necessary Permits, etc. The Issuer and each of the subsidiaries of the Issuer possess such valid and current certificates, authorizations,
permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies
or bodies necessary to conduct their respective businesses, except for such certificates, authorizations, permits, licenses, approvals,
consents and other authorizations as would not, individually or in the aggregate, result in a Material Adverse Change, and none of the
Issuer nor any of the subsidiaries of the Issuer has received any notice of proceedings relating to the revocation or modification of,
or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.
(cc) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Issuer and each of the subsidiaries
of the Issuer has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to
in Section 1(q) hereof (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security
interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the
value of such property and do not materially interfere with the use made or proposed to be made of such property by the Issuer or such
subsidiary. The real property, improvements, equipment and personal property held under lease by the Issuer or any of the subsidiaries
of the Issuer are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with
the use made or proposed to be made of such real property, improvements, equipment or personal property by the Issuer or the subsidiaries
of the Issuer.
(dd) Tax
Law Compliance. The Issuer and the subsidiaries of the Issuer have filed all material federal, state and foreign income and franchise
tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable,
any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate
proceedings. Each of Prologis and the Issuer has made adequate charges, accruals and reserves in the applicable financial statements referred
to in Section 1(q) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which
the tax liability of the Issuer or any of the subsidiaries of the Issuer has not been finally determined. With respect to all tax periods
in respect of which the Internal Revenue Service is or will be entitled to any claim, Prologis has met the requirements for qualification
as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and the regulations
and published interpretations thereunder (the “Internal Revenue Code”) and Prologis’ present and contemplated
organizational ownership, method of operation, assets and income are such that Prologis will continue to meet such requirements.
(ee) The
Issuer is not an “Investment Company.” The Issuer is not, and after receipt of payment for the Debt Securities and the
application of the proceeds as described in the Disclosure Package and the Prospectus under “Use of Proceeds” will not be,
an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company
Act”).
(ff) Insurance.
The Issuer and the subsidiaries of the Issuer, taken as a whole, carry or are covered by insurance in such amounts covering such risks
as are generally deemed adequate and customary for their businesses. The Issuer has no reason to believe that it or any of its subsidiaries
will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable
coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would
not result in a Material Adverse Change.
(gg) No
Price Stabilisation or Manipulation. The Issuer has not taken and will not take, directly or indirectly, any action designed to or
that might be reasonably expected to cause or result in stabilisation or manipulation of the price of any security of the Issuer to facilitate
the sale or resale of the Debt Securities.
(hh) Foreign
Corrupt Practices. None of Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any
director, officer, agent, employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is aware of or has taken
any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay
or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or
any candidate for foreign political office, in contravention of the FCPA or (ii) the Bribery Act 2010 of the United Kingdom; and
Prologis, the Issuer, the subsidiaries of the Issuer and, to the knowledge of the Issuer, their respective affiliates have conducted their
businesses in compliance with the FCPA and have instituted and maintain policies and procedures reasonably designed to ensure, and which
are reasonably expected to continue to ensure, continued compliance therewith.
(ii) Money
Laundering. The operations of Prologis, the Issuer and their respective subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving Prologis, the Issuer or any of the subsidiaries of the Issuer with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Issuer, threatened.
(jj) OFAC.
Neither Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent,
employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is currently subject to any sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Prologis and the Issuer will
not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary,
joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC. It is acknowledged and agreed that the agreement in this Section 1(jj) is only sought and given to
the extent that to do so would be permissible pursuant to Regulation (EC) 2271/96 or any applicable implementing legislation.
(kk) Compliance
with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) none
of the Issuer nor any of the subsidiaries of the Issuer is in violation of any federal, state, local or foreign law or regulation relating
to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively,
“Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental
authorizations required for the operation of the business of the Issuer or the subsidiaries of the Issuer under applicable Environmental
Laws, or noncompliance with the terms and conditions thereof, nor has any of the Issuer or the subsidiaries of the Issuer received any
written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Issuer or any
of the subsidiaries of the Issuer is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed
with a court or governmental authority with respect to which the Issuer or any subsidiaries of the Issuer has received written notice,
no investigation with respect to which the Issuer has received written notice, and no written notice by any person or entity alleging
potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages,
personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment,
of any Material of Environmental Concern at any location owned, leased or operated by the Issuer or any of the subsidiaries of the Issuer,
now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Issuer’s knowledge
, threatened against the Issuer or any of the subsidiaries of the Issuer or any person or entity whose liability for any Environmental
Claim the Issuer or any of the subsidiaries of the Issuer has retained or assumed either contractually or by operation of law; and (iii) to
the best of the Issuer’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably
could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Issuer or any of
the subsidiaries of the Issuer or against any person or entity whose liability for any Environmental Claim the Issuer or any of the subsidiaries
of the Issuer has retained or assumed either contractually or by operation of law.
(ll) ERISA
Compliance. The Issuer, the subsidiaries of the Issuer and any “employee benefit plan” (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively,
“ERISA”)) established or maintained by the Issuer, the subsidiaries of the Issuer or their “ERISA Affiliates”
(as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to
any person or any subsidiary of such person, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of
the Internal Revenue Code, of which such person or such subsidiary is a member. No “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the
Issuer, the subsidiaries of the Issuer or any of their ERISA Affiliates. No “employee benefit plan” established or maintained
by the Issuer, the subsidiaries of the Issuer or any of their ERISA Affiliates, if such “employee benefit plan” were terminated,
would have any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Issuer or any of the subsidiaries
of the Issuer or any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA
with respect to termination of, or withdrawal from, any “employee benefit plan,” (ii) Sections 412, 4971 or 4975 of the
Internal Revenue Code, or (iii) Section 4980B of the Internal Revenue Code with respect to the excise tax imposed thereunder.
Each “employee benefit plan” established or maintained by the Issuer or any of the subsidiaries of the Issuer or any of their
ERISA Affiliates that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably
likely to cause disqualification of any such employee benefit plan under Section 401(a) of the Internal Revenue Code.
(mm) Accounting
Systems. Prologis, the Issuer and the subsidiaries of the Issuer maintain effective internal control over financial reporting, as
such term is defined in Rule 13a-15(f) under the Exchange Act.
(nn) Disclosure
Controls and Procedures. Prologis and the Issuer established and maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material
information relating to Prologis, the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer
and chief financial officer of Prologis and the Issuer by others within Prologis and the Issuer or any of the subsidiaries of the Issuer,
and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject
to the limitations of any such control system; Prologis’ and the Issuer’s auditors and the audit committee of the board of
directors of Prologis have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of
internal controls which could adversely affect the ability of Prologis or the Issuer to record, process, summarize, and report financial
data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls
of Prologis or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been
no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.
(oo) Cybersecurity;
Data Protection. The Issuer and the subsidiaries of the Issuer’s information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate
and perform in all material respects as required in connection with the operation of the business of the Issuer and the subsidiaries of
the Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants. The Issuer and the subsidiaries of the Issuer have implemented and maintained commercially reasonable controls, policies,
procedures, and safeguards to maintain and protect their material confidential information and the integrity, redundancy and security
of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal
Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or
accesses to same, except for those that have been remedied without material cost or liability, nor any incidents under internal review
or investigations relating to the same. The Issuer and the subsidiaries of the Issuer are presently in material compliance with all applicable
laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection
of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(pp) EXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Any certificate signed by
any officer of the Issuer or any of the subsidiaries of the Issuer and delivered to the Lead Managers or to counsel for the Underwriters
in connection with the offering of the Debt Securities shall be deemed a representation and warranty by the Issuer to each Underwriter
as to the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation
Date subsequent thereto.
The Issuer acknowledges that
the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsels for the Issuer and the
Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 2.
Purchase, Sale and Delivery of the Debt Securities.
(a) The
Debt Securities. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to
the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Issuer the aggregate principal
amount of the Debt Securities set forth opposite their names on Schedule A at a purchase price of 99.034% of the principal amount of the
Debt Securities, payable on the Closing Date.
(b) The
Closing Date. Delivery of certificates for the Debt Securities in global form to be purchased by the Underwriters and payment therefor
shall be made at the offices of Sidley Austin LLP (or such other place as may be agreed to by the Issuer and the Lead Managers) at 9:00
a.m., London time, on May 7, 2024 or such other time not later than ten business days after the time and date the Lead Managers shall
designate by notice to the Issuer (the time and date of such closing are called the “Closing Date”).
(c) Public
Offering of the Debt Securities. The Underwriters hereby advise the Issuer that they intend to offer their respective portions of
the Debt Securities for sale to the public, as described in the Disclosure Package and the Prospectus as soon after this Agreement has
been executed as the Underwriters, in their sole judgment, have determined is advisable and practicable.
(d) Payment
for the Debt Securities. Payment for the Debt Securities as provided herein shall be made at the Closing Date, by wire transfer of
immediately available funds to the order of the Issuer. It is understood that the Lead Managers have been authorized, for their own account
and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Debt
Securities the Underwriters have agreed to purchase. Either BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank
plc, J.P. Morgan Securities plc or Morgan Stanley & Co. International plc, individually and not as the Lead Manager of the Underwriters,
may (but shall not be obligated to) make payment for the Debt Securities, if any, to be purchased by any Underwriter whose funds shall
not have been received by the Lead Managers by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve
such Underwriter from any of its obligations under this Agreement.
(e) Delivery
of the Debt Securities. The Issuer shall deliver, or cause to be delivered, to the Underwriters the Debt Securities at the Closing
Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor.
The Debt Securities shall be in such denominations and registered in such names and denominations as the Lead Managers shall have requested
at least two full business days prior to the Closing Date, and shall be made available for inspection on the business day preceding the
Closing Date, at a location in New York City or London, United Kingdom, as the Lead Managers may designate. Delivery of the Debt Securities
shall be made through a common depositary using the facilities of Euroclear and Clearstream unless the Lead Managers shall otherwise instruct.
Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations
of the Underwriters.
(f) Settlement.
HSBC Bank plc acknowledges that the Debt Securities represented by one or more global notes will initially be credited to an account (the
“Commissionaire Account”) for the benefit of HSBC Bank plc the terms of which include a third-party beneficiary clause
(‘stipulation pour autrui’) with the Issuer as the third-party beneficiary and provide that such Debt Securities are
to be delivered to others only against payment of the net subscription monies for the Debt Securities into the Commissionaire Account
on a delivery against payment basis. HSBC Bank plc acknowledges that (i) the Debt Securities represented by one or more global notes
shall be held to the order of the Issuer as set out above and (ii) the net subscription monies for the Debt Securities received in
the Commissionaire Account will be held on behalf of the Issuer until such time as they are transferred to the Issuer’s order. HSBC
Bank plc undertakes that the net subscription monies for the Debt Securities will be transferred to the Issuer’s order promptly
following receipt of such monies in the Commissionaire Account. The Issuer acknowledges and accepts the benefit of the third-party beneficiary
clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect
of the Commissionaire Account.
Section 3.
Additional Covenants. The Issuer further covenants and agrees with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Issuer, subject to Section 3(b) hereof, will comply with the requirements
of Rule 430B of the Securities Act Regulations, and will promptly notify the Lead Managers, and confirm the notice in writing, of
(i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment
to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus Delivery
Period (defined below), (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus
or the Prospectus, or of the suspension of the qualification of the Debt Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such purposes or pursuant to Section 8A of the Securities Act. The Issuer
will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly
whether the Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 were received for filing by the Commission
and, in the event that it was not, it will promptly file such document. The Issuer will use its best efforts to prevent the issuance of
any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Filing
of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date
as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales
of the Debt Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172
or any similar rule of the Securities Act Regulations (the “Prospectus Delivery Period”), the Issuer will give
the Lead Managers notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of
the Securities Act Regulations), or any amendment, supplement or revision to the Disclosure Package or the Prospectus, whether pursuant
to the Securities Act, the Exchange Act or otherwise, will furnish the Lead Managers with copies of any such documents a reasonable amount
of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Lead Managers
or counsel for the Underwriters shall reasonably object.
(c) Delivery
of Registration Statements. The Issuer will deliver to the Underwriters and counsel for the Underwriters, without charge, as such
Underwriter or counsel for the Underwriters may reasonably request, signed copies of the Registration Statement as originally filed and
of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed
to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The Registration Statement and
each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Issuer will deliver to each Underwriter, without charge, as many copies of the Preliminary Prospectus as such
Underwriter may reasonably request, and the Issuer hereby consents to the use of such copies for purposes of offering the Debt Securities.
The Issuer will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus
as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(e) Continued
Compliance with Securities Laws. The Issuer will comply with the Securities Act and the Securities Act Regulations and the Exchange
Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Debt Securities as contemplated in this
Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If, during the Prospectus Delivery Period, any
event or development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if, in the opinion
of counsel for the Underwriters or for the Issuer, it shall be necessary to amend or supplement the Disclosure Package or the Prospectus,
or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, in order to make
the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading,
or, if in the opinion of either such counsel, it is otherwise necessary or advisable to amend or supplement the Registration Statement,
the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package
or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection
with the delivery of the Prospectus, the Issuer agrees to (i) notify the Lead Managers of any such event or condition and (ii) promptly
prepare (subject to Section 3(b) and Section 3(l) hereof), file with the Commission (and use its best efforts to have
any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense
to the Underwriters and to dealers in such quantities as they may reasonably request, amendments or supplements to the Registration Statement,
the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure
Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing,
as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented,
will comply with law.
(f) Blue
Sky Compliance. The Issuer shall cooperate with the Lead Managers and counsel for the Underwriters to qualify or register the Debt
Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions
designated by the Lead Managers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect
so long as required for the distribution of the Debt Securities. The Issuer shall not be required to qualify to transact business or to
take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where
it would be subject to taxation as a foreign business. The Issuer will advise the Lead Managers promptly of the suspension of the qualification
or registration of (or any such exemption relating to) the Debt Securities for offering, sale or trading in any jurisdiction or any initiation
or threat of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, and in the event of the issuance
of any order suspending such qualification, registration or exemption, the Issuer shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.
(g) Use
of Proceeds. The Issuer shall apply the net proceeds from the sale of the Debt Securities in the manner described under the caption
“Use of Proceeds” in the Disclosure Package and the Prospectus.
(h) Depository.
The Issuer shall cooperate with the Lead Managers and use its best efforts to permit the Debt Securities to be eligible for clearance
and settlement through the facilities of Clearstream and Euroclear.
(i) Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Issuer shall file, on a timely basis, with the Commission and the
New York Stock Exchange (“NYSE”) all reports and documents required to be filed under the Exchange Act and the Exchange
Act Regulations.
(j) Agreement
Not to Offer or Sell Similar Securities. During the period commencing on the date hereof and ending on the Closing Date, the Issuer
will not, without the prior written consent of the Lead Managers (which consent may be withheld at the sole discretion of the Lead Managers),
directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce
the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer similar
to the Debt Securities or securities exchangeable for or convertible into debt securities similar to the Debt Securities (other than as
contemplated by this Agreement with respect to the Debt Securities); provided, however, that any debt securities denominated in a currency
other than the currency in which the Debt Securities are denominated shall not be considered “similar” for purposes of this
Section 3(j).
(k) Final
Term Sheet. The Issuer will prepare a final term sheet containing only a description of the Debt Securities, and will file such term
sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final
Term Sheet”). Such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. A form of the Final
Term Sheet for the Debt Securities is attached hereto as Exhibit C.
(l) Permitted
Free Writing Prospectuses. The Issuer represents that it has not made, and agrees that, unless it obtains the prior written consent
of the Lead Managers, it will not make, any offer relating to the Debt Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required
to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 under the Securities Act; provided that the
prior written consent of the Underwriters shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses identified
in Annex I and Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (i) it has treated and will
treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and
will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free
Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Issuer consents to the
use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in
Rule 433, and (b) contains only (i) information describing the preliminary terms of the Debt Securities or their offering
or (ii) information that describes the final terms of the Debt Securities or their offering and that is included in the Final Term
Sheet of the Issuer contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the Issuer
not to take any action without the Issuer’s consent that would result in a free writing prospectus being required to be filed with
the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder,
but for the action of such Underwriter.
(m) Notice
of Inability to Use Automatic Shelf Registration Statement Form. If at any time, when the Debt Securities remain unsold by the Underwriters,
the Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic
shelf registration statement form, the Issuer will (i) promptly notify the Lead Managers, (ii) promptly file a new registration
statement or post-effective amendment on the proper form relating to the Debt Securities, in a form satisfactory to the Lead Managers,
(iii) use their best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly
notify the Lead Managers of such effectiveness. The Issuer will take all other action necessary or appropriate to permit the public offering
and sale of the Debt Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice
or for which the Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.
(n) Filing
Fees. The Issuer agrees to pay the required Commission filing fees relating to the Debt Securities within the time required by Rule 456(b)(1) under
the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
the Securities Act.
(o) No
Stabilisation. The Issuer will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilisation or manipulation of the price of the Debt Securities or take any action prohibited by Regulation M under
the Exchange Act in connection with the distribution of the Debt Securities contemplated hereby, provided, that the Issuer does not make
any covenant as to any actions which may be taken by the Underwriters. The Issuer shall not issue, without the prior consent of the Lead
Managers, any press or public announcement referring specifically to the proposed issue of, or the terms of, the Debt Securities, unless
such announcement adequately discloses (but only to the extent required by laws, regulators or guidelines (including the United Kingdom’s
Financial Conduct Authority Handbook) applicable to the Issuer, the Underwriter, or any other entity undertaking stabilisation in connection
with the issue of the Debt Securities) that stabilizing action may take place in relation to the Debt Securities. The Issuer authorizes
the Underwriters to make any and all appropriate disclosures in relation to stabilisation.
(p) Listing.
The Issuer will use its reasonable best efforts to cause the Debt Securities to be listed for trading on the NYSE as promptly as practicable
after the issuance of the Debt Securities and, upon such listing, will use its best efforts to maintain such listing and satisfy the requirements
for such continued listing.
(q) Clearance
and Settlement. The Issuer shall cooperate with the Underwriters and use reasonable best efforts to permit the Debt Securities to
be eligible for clearance and settlement through the facilities of Clearstream and Euroclear.
(r) Stabilisation.
In connection with the issuance of the Debt Securities, the Issuer hereby authorizes HSBC Bank plc (in this capacity, the “Stabilizing
Manager”) (or any person acting on behalf of the Stabilizing Manager) to over-allot Debt Securities or effect transactions with
a view to supporting the market price of the Debt Securities at a level higher than that which might otherwise prevail.
In connection with the issue
of the Debt Securities, the Stabilizing Manager (or any person acting on behalf of the Stabilizing Manager) may over-allot Debt Securities
or effect transactions with a view to supporting the market price of the Debt Securities at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake
any stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms
of the offer of the Debt Securities is made, and, if begun, may be ended at any time, but it must end no later than the earlier of 30
days after the issue of the Debt Securities and 60 days after the date of the allotment of the Debt Securities. Such stabilisation shall
be carried out in accordance with applicable laws and regulations. Any loss or profit sustained as a consequence of any such over-allotment
or stabilisation shall be for the account of the Stabilizing Manager. The Stabilizing Manager may conduct these transactions in the over-the-counter
market or otherwise. If the Stabilizing Manager commences any stabilisation action, it may discontinue them at any time.
The several Underwriters may,
in their sole discretion, waive in writing the performance by the Issuer of any one or more of the foregoing covenants or extend the time
for their performance.
Section 4.
Payment of Expenses. The Issuer agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to
the issuance and delivery of the Debt Securities (including all printing and engraving costs), (ii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the Debt Securities to the Underwriters, (iii) all fees and expenses
of the Issuer’s counsel, Prologis’ and the Issuer’s independent public or certified public accountants and other advisors
to the Issuer, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer
Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement
and the Indenture and the listing of the Debt Securities on the NYSE, (v) all filing fees, attorneys’ fees and expenses incurred
by the Issuer or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration
of) all or any part of the Debt Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Lead
Managers, preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications,
registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Debt
Securities, (vii) the fees and expenses of the Trustee and the Paying Agent, including the reasonable fees and disbursements of counsel
for the Trustee and the Paying Agent in connection with the Indenture and the Debt Securities, (viii) any fees payable in connection
with the rating of the Debt Securities by the ratings agencies, (ix) all fees and expenses (including reasonable fees and expenses
of counsel) of the Issuer in connection with approval of the Debt Securities by Euroclear and Clearstream for “book-entry”
transfer, (x) all other fees, costs and expenses referred to in Item 14 of Part II of the Registration Statement, and (xi) all
other fees, costs and expenses incurred in connection with the performance of the obligations of the Issuer hereunder for which provision
is not otherwise made in this Section 4.
Except as provided in this
Section 4, Section 6, Section 9 and Section 10 hereof, the Underwriters shall pay their own expenses, including the
fees and disbursements of their counsel. Each Underwriter agrees to pay the portion of such expenses represented by such Underwriter’s
pro rata share (based on the proportion that the principal amount of Debt Securities set forth opposite each Underwriter’s name
in Schedule A bears to the aggregate principal amount of the Debt Securities set forth opposite the names of all Underwriters) of the
Debt Securities (with respect to each Underwriter, the “Pro Rata Expenses”). Notwithstanding anything contained in the International
Capital Market Association Primary Market Handbook, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro
Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter’s fees by the
Settlement Lead Manager) as soon as practicable but in any case no later than 90 calendar days following the Closing Date.
Section 5.
Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Debt
Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of
the Issuer set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date, as though
then made and to the timely performance by the Issuer of its covenants and other obligations hereunder, and to each of the following additional
conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall
have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for additional information
shall have been complied with to the reasonable satisfaction of counsel to the Underwriters, and the Issuer, at the Execution Time, shall
not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the
automatic shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in
accordance with Rule 424(b)(1), (2), (3), (4), (5) or (8), as applicable (or any required post-effective amendment providing
such information shall have been filed and declared effective in accordance with the requirements of Rule 430A).
(b) Accountants’
Comfort Letter. On the date hereof, the Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for the Prologis and the Issuer, a letter or letters dated the date hereof addressed to the Underwriters in form and substance satisfactory
to the Lead Managers, with respect to the audited financial statements and certain financial information contained in the Registration
Statement, the Preliminary Prospectus and the Prospectus.
(c) Bring-down
Comfort Letter. On the Closing Date, the Underwriters shall have received from KPMG LLP, independent public or certified public accountants
for Prologis and the Issuer, a letter or letters dated such date, in form and substance satisfactory to the Lead Managers, to the effect
that they reaffirm the statements made in the letter or letters furnished by them pursuant to Section 5(b) hereof, except that
the specified date referred to therein for KPMG LLP for the carrying out of procedures shall be no more than three business days prior
to the Closing Date.
(d) No
Objection. If the Registration Statement and/or the offering of the Debt Securities has been filed with FINRA for review, FINRA shall
not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(e) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing
Date:
(i) in
the judgment of the Lead Managers, there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer
or any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is defined
for purposes of Section 3(a)(62) of the Exchange Act.
(f) Opinion
of Counsel for the Issuer. On the Closing Date, the Underwriters shall have received the favorable opinion of Mayer Brown LLP, counsel
for the Issuer, dated as of such Closing Date, covering, at a minimum, the opinions the form of which are attached as Exhibit A.
(g) Opinion
of General Counsel of the Issuer. On the Closing Date, the Underwriters shall have received the favorable opinion of the General Counsel
or Deputy General Counsel of the Issuer, dated as of such Closing Date, the form of which is attached as Exhibit B.
(h) Opinion
of Counsel for the Underwriters. On the Closing Date, the Underwriters shall have received the favorable opinion of Sidley Austin
LLP, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Lead
Managers.
(i) Officers’
Certificate. On the Closing Date, the Underwriters shall have received a written certificate executed by the Chief Executive Officer
or General Counsel of Prologis, and the Chief Financial Officer or Chief Accounting Officer of Prologis, dated as of the Closing Date,
to the effect that:
(i) the
Issuer has not received a stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have
been instituted or threatened by the Commission;
(ii) the
Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use
of the automatic shelf registration statement form;
(iii) there
has not occurred any downgrading, and the Issuer has not received any notice of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer
or of any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is
defined for purposes of Section 3(a)(62) of the Exchange Act;
(iv) for
the period from and after the date of this Agreement and prior to the Closing Date, there has not occurred any Material Adverse Change;
(v) the
representations, warranties and covenants set forth in Section 1 hereof are true and correct with the same force and effect as though
expressly made on and as of the Closing Date; and
(vi) the
Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date.
(j) CFO
Certificate. On the date hereof and on the Closing Date, the Lead Managers and counsel for the Underwriters shall have received a
written certificate executed by the Chief Financial Officer or Chief Accounting Officer of Prologis in form and substance reasonably satisfactory
to the Lead Managers.
(k) Additional
Documents. On or before the Closing Date, the Lead Managers and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Debt
Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction
of any of the conditions or agreements, herein contained.
(l) Listing.
On or before the Closing Date, an application for the listing of the Debt Securities shall have been submitted with the NYSE.
(m) Clearance
and Settlement. On or before the Closing Date, the Debt Securities will be eligible for clearance and settlement through the facilities
of Clearstream and Euroclear.
If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Lead Managers by
notice to the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party
to any other party, except that Section 4, Section 6, Section 9 and Section 10 hereof shall at all times be effective
and shall survive such termination.
Section 6.
Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Lead Managers pursuant to Section 5
or Section 12 hereof, or if the sale to the Underwriters of the Debt Securities on the Closing Date is not consummated because of
any refusal, inability or failure on the part of the Issuer to perform any agreement herein or to comply with any provision hereof, the
Issuer agrees to reimburse the Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally,
upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriters in connection with the proposed
purchase and the offering and sale of the Debt Securities, including but not limited to reasonable fees and disbursements of counsel,
printing expenses, travel expenses, postage, facsimile and telephone charges.
Section 7.
Offering Restrictions. Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Debt Securities to any retail investor in the European Economic Area. For the
purposes of this provision the expression “retail investor” means a person who is one (or more) of the following:
(a) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
or
(b) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II.
Each Underwriter severally
represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Debt Securities to any retail investor in the United Kingdom. For the purposes of this provision the expression “retail investor”
means a person who is one (or more) of the following:
(a) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the “EUWA”); or
(b) a
customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law in the United Kingdom by virtue of the EUWA.
Each Underwriter further severally
represents and agrees that:
(a) it
has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale
of the Debt Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b) it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Debt Securities
in, from or otherwise involving the United Kingdom.
Section 8. MiFID
II Product Governance; UK MiFIR Product Governance.
(a) Solely
for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive
2017/593, as amended (the “Product Governance Rules”) regarding the mutual responsibilities of manufacturers under
the Product Governance Rules:
(i) Crédit
Agricole Corporate and Investment Bank (the “Manufacturer”) acknowledges that it understands the responsibilities conferred
upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution
channels as applying to the Debt Securities and the related information set out in the Prospectus and any announcements in connection
with the Debt Securities; and
(ii) the
Underwriters (other than the Manufacturer) and the Issuer note the application of the Product Governance Rules and acknowledge the
target market and distribution channels identified as applying to the Debt Securities by the Manufacturer and the related information
set out in the Prospectus and any announcements in connection with the Debt Securities.
(b) Solely
for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK
MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance
Rules:
(i) each
of BNP Paribas, HSBC Bank plc, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc (each a “UK Manufacturer”
and together the “UK Manufacturers”) acknowledges to each other UK Manufacturer that it understands the responsibilities
conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market
and the proposed distribution channels as applying to the Debt Securities and the related information set out in the Prospectus in connection
with the Debt Securities; and
(ii) the
Underwriters (other than the UK Manufacturers) and the Issuer note the application of the UK MiFIR Product Governance Rules and acknowledge
the target market and distribution channels identified as applying to the Debt Securities by the UK Manufacturers and the related information
set out in the Prospectus and any announcements in connection with the Debt Securities.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. The Issuer agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in
Rule 501(b) under the Securities Act (each, an “Affiliate”), its directors, officers and employees, and each
person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage,
liability or expense, as incurred, to which such Underwriter or such Affiliate, director, officer, employee or controlling person may
become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer or otherwise
permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) upon any untrue statement or alleged untrue statement of a material
fact contained in any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to
Rule 433(d) under the Securities Act, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto)
or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading; (iii) in whole or in part upon any inaccuracy in the representations
and warranties of the Issuer contained herein; or (iv) in whole or in part upon any failure of the Issuer to perform its obligations
hereunder or under law; and to reimburse each Underwriter and each such Affiliate, director, officer, employee and controlling person
for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Underwriters) as such expenses are
reasonably incurred by such Underwriter or such Affiliate, director, officer, employee or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing
indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with any Underwriter Information. The indemnity agreement set forth in this Section 9(a) shall be in addition to any liabilities
that the Issuer may otherwise have.
(b) Indemnification
of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the directors of the
Issuer (as applicable), the Issuer’s respective officers who signed the Registration Statement and each person, if any, who controls
the Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Issuer or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,
or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter or otherwise permitted by paragraph (d) below), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing
Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, the Base Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished
to the Issuer by any Underwriter through the Lead Managers expressly for use therein, it being understood and agreed upon that the only
such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished
on behalf of each Underwriter: the information contained in the third paragraph, the ninth paragraph and the third and fourth sentences
of the tenth paragraph under the caption “Underwriting (Conflicts of Interest)” and the fifth paragraph under the caption
“About This Prospectus Supplement”; and to reimburse the Issuer, or any such director, officer or controlling person for any
legal and other expense reasonably incurred by the Issuer, or any such director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth
in this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9,
notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained
in this Section 9 or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate
result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall
elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying
party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or other expenses (other than reasonable costs of investigation)
subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel (together with local counsel), representing the indemnified
parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party shall authorize the indemnified party to employ separate counsel, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement; provided, that if it is ultimately determined
that an indemnified party was not entitled to indemnification hereunder, such indemnified party shall be responsible for repaying or reimbursing
such amounts to the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which
any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless
such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
Section 10.
Contribution. If the indemnification provided for in Section 9 hereof is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result
of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, from the offering of the Debt Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault
of the Issuer, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions or inaccuracies
in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand,
in connection with the offering of the Debt Securities pursuant to this Agreement shall be deemed to be in the same respective proportions
as the total net proceeds from the offering of the Debt Securities pursuant to this Agreement (before deducting expenses) received by
the Issuer, and the total underwriting discount received by the Underwriters, in each case as set forth on the front cover page of
the Prospectus, bear to the aggregate initial public offering price of the Debt Securities as set forth on such cover. The relative fault
of the Issuer, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate
or alleged inaccurate representation or warranty relates to information supplied by the Issuer, on the one hand, or any Underwriter through
the Lead Managers, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.
The amount paid or payable
by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 9(c) hereof, any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any action or claim. The provisions set forth in Section 9(c) hereof with respect
to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however,
that no additional notice shall be required with respect to any action for which notice has been given under Section 9(c) hereof
for purposes of indemnification.
The Issuer and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 10 hereof were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 10.
Notwithstanding the provisions
of this Section 10, no Underwriter shall be required to contribute any amount in excess of the total underwriting discount received
by such Underwriter in connection with the Debt Securities underwritten by it and distributed to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10
are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A.
For purposes of this Section 10, each Affiliate, director, officer, employee and agent of an Underwriter and each person, if any,
who controls an Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as
such Underwriter, and each director of the Issuer, each officer of the Issuer who signed the Registration Statement, and each person,
if any, who controls the Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution
as the Issuer.
Section 11.
Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall
fail or refuse to purchase Debt Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal
amount of Debt Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed
10% of the aggregate principal amount of the Debt Securities, to be purchased on such date, the other Underwriters shall be obligated,
severally, in the proportion to the aggregate principal amounts of the Debt Securities set forth opposite their respective names on Schedule
A bears to the aggregate principal amount of the Debt Securities set forth opposite the names of all such non-defaulting Underwriters,
or in such other proportions as may be specified by the Lead Managers with the consent of the non-defaulting Underwriters, to purchase
such Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the
Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Debt Securities and the aggregate principal amount
of such Debt Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of the Debt Securities
to be purchased on such date, and arrangements satisfactory to the Lead Managers and the Issuer for the purchase of such Debt Securities
are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except
that the provisions of Section 4, Section 6, Section 9 and Section 10 hereof shall at all times be effective and shall
survive such termination. In any such case either the Lead Managers or the Issuer shall have the right to postpone the Closing Date, but
in no event for longer than seven days in order that the required changes, if any, to the Registration Statement, any Issuer Free Writing
Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.
Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
Section 12.
Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated
by the Lead Managers by notice given to the Issuer if at any time (i) trading or quotation in any of the Issuer’s securities
shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market
or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock
exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities;
(iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving
the United States, or any change in the United States or international financial markets, or any substantial change or development involving
a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment
of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Debt Securities in the manner and
on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the
judgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material
disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream
or Euroclear systems in Europe. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the
Issuer to any Underwriter, except that the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4
and Section 6 hereof, (b) any Underwriter to the Issuer, or (c) of any party hereto to any other party, except that the
provisions of Section 9 and Section 10 hereof shall at all times be effective and shall survive such termination.
Section 13.
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Issuer, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of any Underwriters or the Issuer or any of its partners,
officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Debt Securities
sold hereunder and any termination of this Agreement.
Section 14.
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or emailed and confirmed to the parties
hereto as follows:
If to the Lead Managers:
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
Email: dl.syndsupportbonds@uk.bnpparibas.com; nicholas.hearn@us.bnpparibas.com
Attention: Fixed Income Syndicate
Crédit Agricole Corporate and Investment Bank
12, Place des Etats-Unis
CS 70052
92547 Montrouge Cedex, France
Email: dcm-legal@ca-cib.com
Attention: DCM Legal
HSBC Bank plc
8 Canada Square
London E14 5HQ
Tel: +44 20 7991 8888
Email: transaction.management@hsbcib.com
Attention: Head of DCM Legal
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Tel: +44 207-134-2468
Attention: Head of Debt Syndicate and Head of EMEA Debt Capital
Markets Group
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Tel: +44 20 7677 4799
Attention: Head of Transaction Management Group, Global Capital
Markets
with a copy to:
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
Attention: Daniel O’Shea
Email: doshea@sidley.com
If to the Issuer:
Prologis, L.P.
1800 Wazee Street
Denver, Colorado 80202
Attention: General Counsel
Email: legalnotice@prologis.com
with a copy to:
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Attention: David Malinger
Email: dmalinger@mayerbrown.com
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
Section 15.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 11 hereof, and to the benefit of the Affiliates, directors, officers, employees and controlling persons referred
to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Debt Securities as such from any of the Underwriters
merely by reason of such purchase.
Section 16.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such
minor changes) as are necessary to make it valid and enforceable.
Section 17.
Patriot Act. Certain of the Underwriters hereby notify the Issuer that, pursuant to the requirements of the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)), they are required to obtain, verify and record information that identifies
the Issuer, including the name and address of the Issuer and other information that will allow such Underwriters to identify the Issuer
in accordance with the USA Patriot Act.
Section 18.
Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE.
Section 19.
No Fiduciary Duty. The Issuer acknowledges and agrees that: (i) the purchase and sale of the Debt Securities pursuant to this
Agreement, including the determination of the public offering price of the Debt Securities and any related discounts and commissions,
is an arm’s-length commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other hand,
and the Issuer is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction
each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Issuer or its
affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Issuer with respect to any of the transactions contemplated hereby or the process leading
thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) and no Underwriter
has any obligation to the Issuer with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement;
(iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests
that differ from those of the Issuer and that the several Underwriters have no obligation to disclose any of such interests by virtue
of any advisory, agency or fiduciary relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or
tax advice with respect to the offering contemplated hereby and the Issuer has consulted their own legal, accounting, regulatory and tax
advisors to the extent they deemed appropriate.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) among the Issuer and the several Underwriters, or any of them, with
respect to the subject matter hereof. The Issuer hereby waives and releases, to the fullest extent permitted by law, any claims that the
Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
Section 20.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written
or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
Each of the parties hereto
acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions
hereof, including, without limitation, the indemnification provisions of Section 9 hereof and the contribution provisions of Section 10
hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections
9 and Section 10 fairly allocate the risks in light of the ability of the parties to investigate the Issuer, their affairs and their
businesses in order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus
(and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Section 21.
Agreement Among Managers. The Underwriters agree as between themselves that they will be bound by and will comply with the International
Capital Market Association Agreement Among Managers Version 1/New York Law Schedule (the “Agreement Among Managers”)
as amended in the manner set out below: For purposes of the Agreement Among Managers, “Managers” means the Underwriters,
references to the “Lead Manager” and the “Joint Bookrunners” shall mean the Lead Managers or the
relevant Lead Manager, as the case may be, “Settlement Lead Manager”, “Stabilisation Manager” and
“Stabilisation Coordinator” mean HSBC Bank plc, and “Subscription Agreement” means this Underwriting
Agreement. Clause 3 of the Agreement Among Managers shall be deleted in its entirety and replaced with Section 11 hereof.
The Underwriters further agree
for the purposes of the Agreement Among Managers that their respective underwriting commitments as between themselves will be the respective
amounts set forth in Schedule A to this Agreement, which shall constitute the “Commitment Notification” (as defined
in the Agreement Among Managers).
Section 22.
Judgment Currency. The Issuer agrees to indemnify the Underwriter, its directors, officers, employees, Affiliates and each person,
if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
against any loss incurred by the Underwriter as a result of any judgment or order being given or made for any amount due hereunder and
such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and
as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency
for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S.
dollars with the amount of the judgment currency actually received by the indemnified person. The foregoing indemnity shall constitute
a separate and independent obligation of the Issuer and shall continue in full force and effect notwithstanding any such judgment or order
as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the
purchase of, or conversion into, the relevant currency.
Section 23.
Contractual Recognition of Bail-In.
(1) Notwithstanding and to the exclusion
of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties hereto, each of
the parties acknowledges, accepts, and agrees that any BRRD Liability of a BRRD Party hereto arising under this Agreement may be subject
to the exercise of Bail-in Powers by the Relevant Resolution Authority and acknowledges, accepts and agrees to be bound by:
| (a) | the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD
Liability of any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some
combination thereof: |
| (i) | the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations
of the BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the BRRD Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority,
to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. |
For the purposes of this section,
“Bail-in Legislation”
means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the
relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;
“Bail-in Powers”
means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation;
“BRRD”
means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;
“BRRD Liability”
means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised;
“BRRD Party”
means any party hereto that is subject to Bail-in Powers;
“EU Bail-in Legislation
Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor
person) from time to time; and
“Relevant Resolution
Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to any BRRD Party.
(2) Notwithstanding
and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between any of the parties
hereto, each of the parties acknowledges, accepts, and agrees that any UK Bail-in Liability of a UK Bail-in Party hereto arising under
this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority and acknowledges, accepts and
agrees to be bound by:
| (a) | the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to
any UK Bail-in Liability of any UK Bail-in Party to it under this Agreement, that without limitation may include and result in any of
the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the UK Bail-in Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority,
to give effect to the exercise of any UK Bail-in Powers by the Relevant UK Resolution Authority. |
For the purposes of this section,
“Relevant
UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any
UK Bail-in Party;
“UK Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings);
“UK Bail-in
Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;
“UK Bail-in
Party” means any party hereto that is subject to UK Bail-in Powers; and
“UK Bail-in
Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a
bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such
a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability.
Section 24.
Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest
and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of
the United States. (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such party and becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 24
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Signature Pages Follow]
If the foregoing is in accordance with your understanding
of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.
|
Very truly yours, |
|
|
|
PROLOGIS, L.P., as Issuer |
|
By: Prologis, Inc., its general partner |
|
By: |
/s/Deborah K. Briones |
|
|
Name: Deborah
K. Briones |
|
|
Title:
Managing Director and Deputy General Counsel |
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
BNP PARIBAS
By: |
/s/Vikas Katyal |
|
|
Name: Vikas Katyal |
|
|
Title: Authorised Signatory |
|
|
|
By: |
/s/Anne Besson-Imbert |
|
|
Name: Anne Besson-Imbert |
|
|
Title: Authorised Signatory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK
By: |
/s/Atul Sodhi |
|
|
Name: Atul Sodhi |
|
|
Title: Global Markets Division, Global Head of DCM |
|
|
|
|
By: |
/s/Franck Hergault |
|
|
Name: Franck Hergault |
|
|
Title: M.D. |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
HSBC BANK PLC
By: |
/s/Prateek Karamchandani |
|
|
Name: Prateek Karamchandani |
|
|
Title: Senior Legal Counsel |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
J.P. MORGAN SECURITIES PLC
By: |
/s/Robert Chambers |
|
|
Name: Robert Chambers |
|
|
Title: Executive Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MORGAN STANLEY & CO. INTERNATIONAL PLC
By: |
/s/Kathryn McArdle |
|
|
Name: Kathryn McArdle |
|
|
Title: Executive Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MUFG SECURITIES EMEA PLC
By: |
/s/Corina Painter |
|
|
Name: Corina Painter |
|
|
Title: Authorised Signatory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MERRILL LYNCH INTERNATIONAL
|
By: |
/s/Angus Reynolds |
|
|
Name: Angus Reynolds |
|
|
Title: Managing Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
CITIGROUP GLOBAL MARKETS LIMITED
By: |
/s/Konstantinos Chryssanthopoulos |
|
|
Name: Konstantinos Chryssanthopoulos |
|
|
Title: Delegated Signatory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
GOLDMAN SACHS & CO. LLC
By: |
/s/Sam Chaffin |
|
|
Name: Sam Chaffin |
|
|
Title: Vice President |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
ING BANK N.V., BELGIAN BRANCH
By: |
/s/Kris Devos |
|
|
Name: Kris Devos |
|
|
Title: Global Head of Debt
Syndicate |
|
By: |
/s/William de Vreede |
|
|
Name: William de Vreede |
|
|
Title: Global Head Legal
Wholesale Banking |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
MIZUHO INTERNATIONAL PLC
By: |
/s/Manabu Shibuya |
|
|
Name: Manabu Shibuya |
|
|
Title: Authorised Signatory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
THE BANK OF NOVA SCOTIA, LONDON BRANCH
By: |
/s/Cesare Roselli |
|
|
Name: Cesare Roselli |
|
|
Title: Managing Director |
|
By: |
/s/Francisca Montgomery |
|
|
Name: Francisca Montgomery |
|
|
Title: Director, Legal Counsel |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
SMBC NIKKO CAPITAL MARKETS LIMITED
By: |
/s/Steve Apted |
|
|
Name: Steve Apted |
|
|
Title: Authorized Signatory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
THE TORONTO-DOMINION BANK
By: |
/s/Frances Watson |
|
|
Name: Frances Watson |
|
|
Title: Director, Transaction
Advisory |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
U.S. BANCORP INVESTMENTS, INC.
By: |
/s/Charles P. Carpenter |
|
|
Name: Charles P. Carpenter |
|
|
Title: Senior Vice President |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
WELLS FARGO SECURITIES INTERNATIONAL LIMITED
By: |
/s/James Marriott |
|
|
Name: James Marriott |
|
|
Title: Managing Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
By: |
/s/Adrien Ferrando |
|
|
Name: Adrien Ferrando |
|
|
Title: ED |
|
By: |
/s/Andrea Borna |
|
|
Name: Andrea Borna |
|
|
Title: Executive Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
LOOP CAPITAL MARKETS LLC
By: |
/s/Emmit Horne |
|
|
Name: Emmit Horne |
|
|
Title: Managing Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
ACADEMY SECURITIES, INC.
By: |
/s/Michael Boyd |
|
|
Name: Michael Boyd |
|
|
Title: Chief Compliance Officer |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
PNC CAPITAL MARKETS LLC
By: |
/s/Mitchell O’Shell |
|
|
Name: Mitchell O’Shell |
|
|
Title: Senior Associate |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
REGIONS SECURITIES LLC
By: |
/s/Nicole Black |
|
|
Name: Nicole Black |
|
|
Title: Managing Director |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
STANDARD CHARTERED BANK
By: |
/s/Patrick Dupont-Liot |
|
|
Name: Patrick Dupont-Liot |
|
|
Title: Managing Director,
Debt Capital Markets |
|
[Signature
Page - Underwriting Agreement]
The foregoing Underwriting Agreement is hereby
confirmed and accepted by the Underwriters as of the date first above written.
TRUIST SECURITIES, INC.
By: |
/s/Robert Nordlinger |
|
|
Name: Robert Nordlinger |
|
|
Title: Authorized Signatory |
|
[Signature
Page - Underwriting Agreement]
SCHEDULE A
Underwriters |
|
Aggregate Principal Amount of Debt
Securities to be Purchased |
|
BNP Paribas |
|
£ |
44,590,000 |
|
Crédit Agricole Corporate and Investment Bank |
|
|
44,590,000 |
|
HSBC Bank plc |
|
|
44,590,000 |
|
J.P. Morgan Securities plc |
|
|
44,590,000 |
|
Morgan Stanley & Co. International plc |
|
|
44,590,000 |
|
MUFG Securities EMEA plc |
|
|
15,750,000 |
|
Merrill Lynch International |
|
|
7,350,000 |
|
Citigroup Global Markets Limited |
|
|
7,350,000 |
|
Goldman Sachs & Co. LLC |
|
|
7,350,000 |
|
ING Bank N.V., Belgian Branch |
|
|
7,350,000 |
|
Mizuho International plc |
|
|
7,350,000 |
|
The Bank of Nova Scotia, London branch |
|
|
7,350,000 |
|
SMBC Nikko Capital Markets Limited |
|
|
7,350,000 |
|
The Toronto-Dominion Bank |
|
|
7,350,000 |
|
U.S. Bancorp Investments, Inc. |
|
|
7,350,000 |
|
Wells Fargo Securities International Limited |
|
|
7,350,000 |
|
Academy Securities, Inc. |
|
|
9,450,000 |
|
Banco Bilbao Vizcaya Argentaria, S.A. |
|
|
4,725,000 |
|
Loop Capital Markets LLC |
|
|
4,725,000 |
|
PNC Capital Markets LLC |
|
|
4,725,000 |
|
Regions Securities LLC |
|
|
4,725,000 |
|
Standard Chartered Bank |
|
|
4,725,000 |
|
Truist Securities, Inc. |
|
|
4,725,000 |
|
Total |
|
£ |
350,000,000 |
|
SCHEDULE B
LIST OF SIGNIFICANT SUBSIDIARIES
Prologis
Prologis U.S. Logistics Venture, LLC
Prologis Logistics Services Incorporated
PLD International Holding LP
Liberty Property Trust
Liberty Property Limited Partnership
Duke Realty Limited Partnership
Duke Realty LLC
ANNEX I
Prologis, L.P.—Issuer Free Writing Prospectuses
Forming Part of the Disclosure Package
1. Final Term Sheet, dated April 22, 2024, for the Debt Securities.
ANNEX II
Prologis, L.P.—Issuer Free Writing Prospectuses
Not Forming Part of the Disclosure Package
1. Electronic
(Netroadshow) road show of the Issuer, dated April 22, 2024.
EXHIBIT A
[Provided Separately.]
EXHIBIT B
[Provided Separately.]
EXHIBIT C
£350,000,000
5.625% Notes due 2040
FINAL TERM SHEET
April 22, 2024
Issuer: |
Prologis, L.P. |
|
|
Legal Format: |
Senior Unsecured SEC Registered Notes |
|
|
Securities: |
5.625% Notes due 2040 (the “Notes”) |
|
|
Maturity Date: |
May 4, 2040 |
|
|
Coupon: |
5.625% per annum, payable annually |
|
|
Price to Public: |
99.534% |
|
|
Underwriting Discount: |
0.500% |
|
|
Net Proceeds, Before Expenses, to Issuer: |
£346,619,000 |
|
|
Semi-Annual Yield: |
5.592% |
|
|
Benchmark Security: |
4.250% UKT due December 7, 2040 |
|
|
Benchmark Security Yield/Price: |
4.542% / 96.615% |
|
|
Spread to Benchmark Security: |
+105 basis points |
|
|
Annual Yield: |
5.670% |
|
|
Interest Payment Dates: |
May 4 of each year, commencing May 4, 2025 |
|
|
Day Count Convention: |
Actual/Actual (ICMA) |
Optional Redemption: |
Prior to February 4, 2040 based on the Comparable Government Bond Rate + 20 basis points, or on or after February 4, 2040, at par |
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Settlement Date: |
May 7, 2024 |
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Trade Date: |
April 22, 2024 |
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Use of Proceeds: |
The Issuer expects to use a portion of these net proceeds to repay borrowings under the U.S. Dollar tranches of its global lines of credit and the remainder for general corporate purposes, including to repay, repurchase or tender for other indebtedness. |
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Currency of Payment: |
All payments of principal of, and premium, if any, and interest on, the Notes, including any payments made upon any redemption of the Notes, will be made in sterling. If sterling is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or sterling is no longer used by for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until sterling is again available to the Issuer or so used. |
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Payment of Additional Amounts: |
The Issuer will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment by the Issuer or the paying agent of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, duty, assessment or other governmental charge of whatever nature imposed or levied by the United States or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable. |
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Redemption for Tax Reasons: |
The Issuer may offer to redeem all, but not less than all, of the Notes in the event of certain changes in the tax laws of the United States (or any taxing authority thereof or therein) which would obligate the Issuer to pay additional amounts as described above. This redemption would be at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption. |
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Denominations: |
£100,000 x £1,000 |
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CUSIP / ISIN / Common Code: |
74340X CM1 / XS2810268107 / 281026810 |
Listing: |
The Issuer intends to apply to list the Notes on the New York
Stock Exchange. |
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Joint Book-Running Managers: |
BNP Paribas
Crédit Agricole Corporate and Investment Bank
HSBC Bank plc
J.P. Morgan Securities plc
Morgan Stanley & Co. International plc
MUFG Securities EMEA plc |
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Senior Co-Managers: |
Merrill Lynch International
Citigroup Global Markets Limited
Goldman Sachs & Co. LLC
ING Bank N.V., Belgian Branch
Mizuho International plc
The Bank of Nova Scotia, London branch
SMBC Nikko Capital Markets Limited
The Toronto-Dominion Bank
U.S. Bancorp Investments, Inc.
Wells Fargo Securities International Limited |
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Co-Managers: |
Banco Bilbao Vizcaya Argentaria, S.A.
Loop Capital Markets LLC
Academy Securities, Inc.
PNC Capital Markets LLC
Regions Securities LLC
Standard Chartered Bank
Truist Securities, Inc. |
We expect to deliver the Notes against payment for the
Notes on or about May 7, 2024. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally
are required to settle in two London business days unless the parties to a trade expressly agree otherwise. Also under Rule 15c6-1
of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two New York business
days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes before the second business
day prior to delivery being required will be required to specify alternative settlement arrangements to prevent a failed settlement.
The Issuer has filed a registration statement (including
a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest,
you should read the prospectus and preliminary prospectus supplement thereto in that registration statement and other documents the Issuer
has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC’s Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus if you request it by contacting: BNP Paribas at +1 (800) 854-5674, Crédit Agricole Corporate
and Investment Bank at +1 (866) 807-6030, HSBC Bank plc at +44 (0) 20 7991 1422, J.P. Morgan Securities plc at
+44-207-134-2468 or Morgan Stanley & Co. International plc at +1 866 718 1649.
MiFID II and UK MiFIR - professionals/ECPs-only / No PRIIPs
or UK PRIIPs KID - Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients
only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in
EEA or UK.
The communication of this Final Term Sheet and any other
document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial Services and Markets Act 2000,
as amended (the “FSMA”). Accordingly, this Final Term Sheet and such other documents and/or materials are not being distributed
to, and must not be passed on to, the general public in the United Kingdom. This Final Term Sheet and such other documents and/or materials
are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within
the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to
(d) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”).
This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this Final Term Sheet and any other document or materials relates will be engaged in only with
relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Final Term Sheet, any
such relevant document or materials or any of their contents.
Disclaimers or other notices that may appear below are
not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated
as a result of this communication having been sent via Bloomberg or another system.
Exhibit 4.1
PROLOGIS EURO FINANCE
LLC
Officers’
Certificate
May 7, 2024
The
undersigned officers of Prologis Euro Finance LLC (the “Company”), acting pursuant to the written consent of the Trustee
of Prologis, which is the sole member of the Company, on May 7, 2024, hereby establish a series of debt securities by means of this
Officers’ Certificate in accordance with the Indenture, dated as of August 1, 2018 (the “Base Indenture,”
and as supplemented by the First Supplemental Indenture thereto, the “Indenture”), among the Company, Prologis, L.P.,
as parent guarantor, U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee
(the “Trustee”), and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”).
Capitalized terms used but not defined in this Officers’ Certificate shall have the meanings ascribed to them in the Indenture.
4.000% Notes
due 2034
1. The
series shall be entitled the “4.000% Notes due 2034” (the “Notes”) and shall be a series of Euro Notes
as defined in the First Supplemental Indenture.
2. The
Notes initially shall be limited to an aggregate principal amount of €550,000,000 (except in each case for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304,
305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount upon the
action of the Board of Directors to do so from time to time.
3. The
Notes shall bear interest at the rate of 4.000% per annum. The aggregate principal amount of the Notes is payable at maturity on May 5,
2034. The interest on this Series shall accrue from and including May 7, 2024 or from and including the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable annually
in arrears on May 5 of each year (each an “Interest Payment Date”), commencing on May 5, 2025. Interest
shall be paid to persons in whose names the Notes are registered on the April 20 preceding the Interest Payment Date, whether or
not a Business Day (each a “Regular Record Date”).
4. The
Notes may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes
and the Indenture may be served at the Corporate Trust Office of the Paying Agent, located at 125 Old Broad Street, Fifth Floor, London
EC2N 1AR, United Kingdom. The principal of the Notes payable at maturity or upon earlier redemption shall be paid against presentation
and surrender of the Notes at the Corporate Trust Office of the Paying Agent.
5. The
Notes may be redeemed in whole at any time or in part from time to time, prior to February 5, 2034 at the option of the Company,
upon notice of not more than 60 or less than 15 days prior to the Redemption Date, at a redemption price (the “Make-Whole Amount”)
equal to the greater of
(1) 100%
of the principal amount of the Notes to be redeemed; or
(2) the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed, that would be due
if the Notes matured on February 5, 2034, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date
on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate plus 25 basis points, plus accrued and unpaid
interest, if any, on the principal amount being redeemed to, but excluding, the Redemption Date.
Notwithstanding
the foregoing, if the Notes are redeemed on or after February 5, 2034, the Redemption Price shall be 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the
Redemption Date.
In
each case the Company shall pay accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption
Date.
The
following definitions apply with respect to the Make-Whole Amount:
“Comparable
Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent
Investment Banker, a German government bond whose maturity is closest to the maturity of the Notes to be redeemed (assuming that the
Notes matured on February 5, 2034), or if the Independent Investment Banker in its discretion determines that such similar bond
is not in issue, such other German government bond as such Independent Investment Banker may, with the advice of the Reference Bond Dealers,
determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable
Government Bond Rate” means the price (i.e., yield), expressed as a percentage
(rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed,
if they were to be purchased at such price on the third Business Day prior to the Redemption Date, would be equal to the gross redemption
yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond
prevailing at 11:00 a.m. (London time) on such Business Day as determined by an Independent Investment Banker.
“Independent
Investment Banker” means an independent investment bank that the Company appoints
to act as the Independent Investment Banker from time to time.
“Reference
Bond Dealer” means three firms that are brokers of, and/or market makers in German government
bonds (each a “Primary Bond Dealer”) which the Company specifies from time to time; provided, however,
that if any of them ceases to be a Primary Bond Dealer, the Company shall substitute another Primary Bond Dealer.
In
addition, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the
United States (or any taxing authority thereof or therein), or any change in, or amendments to, an official position regarding the application
or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after April 22,
2024, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a
substantial probability that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may
be redeemed at the option of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”)
equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the
Redemption Date. Notice of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption
Date.
If
notice of redemption has been given as provided in the Base Indenture and the preceding paragraph, and funds for the redemption of any
Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes shall cease
to bear interest on the Redemption Date and the only right of the Holders of the Notes from and after the Redemption Date shall be to
receive payment of the Redemption Price or Tax Redemption Price, as applicable, upon surrender of such Notes in accordance with such
notice.
6. All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is
required by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision
or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or
by a taxing authority in the United States or any political subdivision thereof), the Company shall, subject to certain exceptions provided
for herein, pay to a Holder who is not a United States person such additional amounts (the “Additional Amounts”) on
the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of, and premium or Redemption
Price, if any, and interest on, the Notes to such Holder, after such withholding or deduction, shall not be less than the amount provided
in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(i) to
any tax, assessment or other governmental charge that would not have been imposed but for the Holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;
(c) being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being
or having been an owner of a 10% or greater interest in the capital or profits of Prologis, L.P. within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;
(ii) to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of
the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for the avoidance of doubt, any backup withholding
tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));
(iv) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from
the payment;
(v) to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever
occurs later;
(vi) to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or
other governmental charge;
(vii) to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;
(viii) to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(ix) to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered
into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United
States and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law,
agreement or interpretations thereof implementing an intergovernmental approach thereto; or
(x) in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).
The
Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable
to the Notes. Except as specifically provided under this Paragraph 6, the Company shall not be required to make any payment for any tax,
duty, assessment or governmental charge of whatever nature imposed by any government or a political subdivision or taxing authority of
or in any government or political subdivision.
7. The
Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.
8. The
Notes shall be issuable in registered form substantially in the form set out in Exhibit A of the First Supplemental Indenture without
coupons in minimum denominations of €100,000 and any integral multiple of €1,000 in excess thereof.
9. The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.
10. The
Notes shall be denominated in and principal of or interest on the Notes (or Redemption Price or Tax Redemption Price, if applicable)
shall be payable in euros. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances
beyond the Company’s control or the euro is no longer used by the member states of the European Monetary Union that have adopted
the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community,
then all payments in respect of the Notes shall be made in U.S. Dollars until the euro is again available to the Company or so used.
In such circumstances, the amount payable on any date in euros shall be converted into U.S. Dollars at the rate mandated by the Board
of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date
or, if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S.
Dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date
or, in the event The Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole
discretion on the basis of the most recently available market exchange rate for euros. Any payment in respect of the Notes so made in
U.S. Dollars shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange
rates, effecting conversions or otherwise handling redenominations.
11. Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Redemption Price or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
12. Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Redemption Price or Tax
Redemption Price, if applicable) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency
unit or units or composite currency or currencies other than that in which the Notes are denominated or stated to be payable.
13. Except
as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders
of Notes upon the occurrence of specified events.
14. The
Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained
in the Indenture.
15. Except
as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global
Securities.
16. Sections
1402 and 1403 of the Base Indenture shall be applicable to the Notes.
17. The
Notes shall not be issued upon the exercise of debt warrants.
18. Article Sixteen
of the Base Indenture shall be applicable to the Notes.
19. The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated September 15,
2022 and the Prospectus Supplement dated April 22, 2024 relating to the Notes.
[The
remainder of this page intentionally left blank.]
IN
WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate on the date first written above.
|
By: |
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Name: |
Anne DeMarco |
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Title: |
Vice President and Assistant Secretary |
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By: |
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Name: |
Jessica Polgar |
|
Title: |
Assistant Secretary |
[Signature Page to
Officers’ Certificate (2034 Notes)]
Exhibit 4.2
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK, SA/NV (“EUROCLEAR”), AND CLEARSTREAM
BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR, “EUROCLEAR/CLEARSTREAM”), TO PROLOGIS EURO FINANCE LLC
(THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE
NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF ELAVON FINANCIAL SERVICES DAC,
AS COMMON DEPOSITARY (THE “COMMON DEPOSITARY”) FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST
HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME
OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF THE COMMON DEPOSITARY. UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE, CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
REGISTERED |
PRINCIPAL AMOUNT |
No. R-1 |
€550,000,000 |
ISIN No.: XS2810794680 |
|
COMMON CODE: 281079468 |
|
CUSIP No.: 74341E AS1
|
|
PROLOGIS EURO FINANCE LLC
4.000% NOTES DUE 2034
PROLOGIS EURO FINANCE LLC, a limited liability
company organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall
include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited,
or registered assigns, upon presentation, the principal sum of FIVE HUNDRED FIFTY MILLION EUROS (€550,000,000) on May 5, 2034
and to pay interest on the outstanding principal amount thereon at the rate of 4.000% per annum, until the entire principal hereof is
paid or made available for payment.
Interest shall accrue from and including May 7,
2024 or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for,
and be payable annually in arrears on May 5 of each year (an “Interest Payment Date”), commencing on May 5, 2025.
The interest so payable, and punctually paid or duly provided for on any Interest Payment Date shall, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest which shall be April 20 (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Interest on this Security shall be computed on the basis of an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of the International
Capital Markets Association) day count convention. If any Interest Payment Date, maturity date or earlier date of redemption falls on
a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment
was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date, that maturity
date or that date of redemption, as the case may be, until the next Business Day. For purposes of the notes, “Business Day”
means any day, other than a Saturday or Sunday, (1) which is not a day on which banking institutions in the City of New York or the
City of London are generally authorized or obligated by law to close and (2) on which the real-time gross settlement system operated
by the Eurosystem (the T2 system), or any successor thereto, operates. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not more than 15 days and not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
Payment of the principal of, or premium or Redemption
Price, if applicable, on, and interest on this Security shall be made at the office or agency maintained for such purpose in London, initially
the corporate trust office of the Paying Agent, located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom, in euros.
Payments of principal of, premium or Redemption
Price, if any, and interest in respect of this Security shall be made by wire transfer of immediately available funds in euros. If the
euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control
or the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for
the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of
the Securities shall be made in U.S. Dollars until the euro is again available to the Company or so used. In such circumstances, the amount
payable on any date in euros will be converted into U.S. Dollars at the rate mandated by the Board of Governors of the Federal Reserve
System as of the close of business on the second Business Day prior to the relevant payment date, or if the Board of Governors of the
Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/euro exchange rate published
in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the event The Wall Street
Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis of the most
recently available Market Exchange Rate on or before the date that payment is due. Any payment in respect of this Security so made in
U.S. Dollars shall not constitute an event of default under the Indenture. Neither the Trustee nor the Paying Agent (as defined below)
shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations. “Market Exchange
Rate” means the noon buying rate in The City of New York for cable transfers of euros as certified for customs purposes (or, if
not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
Each Security of this series is one of a duly authorized
issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an
Indenture, dated as of August 1, 2018 (herein called the “Base Indenture”), among the Company, Prologis, L.P. (herein
called the “Parent Guarantor,” which term includes any successor under the Indenture) and U.S. Bank Trust Company, National
Association, as successor in interest to U.S. Bank National Association, as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Indenture with respect to the series of which this Security is a part), as amended by the first
supplemental indenture, dated as of August 1, 2018 (together with the Base Indenture, the “Indenture”), among the Company,
the Parent Guarantor, the Trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (hereinafter called the “Paying
Agent,” which term includes any successor paying agent under the Indenture with respect to the series of which this Security is
a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Parent Guarantor, the Trustee, the Paying Agent and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
Securities of this series may be redeemed in whole
at any time or in part from time to time at the option of the Company at a Redemption Price equal to the greater of (1) 100% of the
principal amount of the Securities to be redeemed; or (2) the sum of the present values of the remaining scheduled payments of principal
and interest on the Securities to be redeemed that would be due if the Securities matured on February 5, 2034 (exclusive of interest
accrued to the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government
Bond Rate plus 25 basis points; plus accrued and unpaid interest, if any, to, but not including, the redemption date.
Notwithstanding the foregoing, if the Securities
are redeemed on or after February 5, 2034, the Redemption Price shall be 100% of the principal amount of the Securities to be redeemed;
plus accrued and unpaid interest, if any, to, but not including, the redemption date.
The following definitions apply with respect to
the foregoing redemption provisions:
“Comparable Government Bond” means,
in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a German government
bond whose maturity is closest to the maturity of the Securities to be redeemed (assuming that the Securities matured on February 5,
2034), or if the Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other German
government bond as such Independent Investment Banker may, with the advice of the Reference Bond Dealers, determine to be appropriate
for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate” means
the price (i.e., yield), expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which
the gross redemption yield on the Securities to be redeemed, if they were to be purchased at such price on the third Business Day prior
to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond
on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business
Day as determined by an Independent Investment Banker.
“Independent Investment Banker” means
an independent investment bank that the Company appoints to act as the Independent Investment Banker from time to time.
“Reference Bond Dealer” means three
firms that are brokers of, and/or market makers in German government bonds (each a “Primary Bond Dealer”) which the Company
specifies from time to time; provided, however, that if any of them ceases to be a Primary Bond Dealer, the Company shall
substitute another Primary Bond Dealer.
The Securities are subject in all cases to any
tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Securities. Except as specifically
provided for herein, the Company shall not be required to make any payment for any tax, duty, assessment or governmental charge of whatever
nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or therein),
or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after April 22, 2024, the Company becomes or, based upon a written
opinion of independent counsel selected by the Company, will become or there is a substantial probability that the Company will become
obligated to pay Additional Amounts (as defined below) with respect to the Securities, then the Securities may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Securities, together with
accrued and unpaid interest on the Securities to, but not including, the Redemption Date. Notice of any redemption shall be transmitted
to Holders not more than 60 nor less than 15 days prior to the date fixed for redemption.
All payments in respect of the Securities shall
be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments
or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein, unless
such withholding or deduction is required by law. If such withholding or deduction is required by (i) the laws (or any regulations
or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including,
without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision
thereof), the Company shall, subject to certain exceptions provided for in the Indenture, pay to a Holder who is not a United States person
(as defined in the Indenture) such additional amounts (the “Additional Amounts”) on the Securities as are necessary in order
that the net payment by the Company or the Paying Agent of the principal of, and premium or Redemption Price, if any, and interest on,
the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided in the Securities to be
then due and payable.
The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Security.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of, and premium or Redemption Price, if any, on, all of the Securities of
this series at the time Outstanding may be declared due and payable in the manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of
the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already have become due and
payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of
the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof
or any interest on or after the respective due dates expressed herein.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company, the Parent Guarantor and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of Securities
then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, premium or Redemption Price, if applicable, on, and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, premium or Redemption
Price, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
shall be issued to the designated transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in minimum denominations of €100,000 and any integral multiple of €1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee, the Paying Agent and any agent of the Company, the Trustee or the Paying Agent may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee, the Paying Agent nor any such agent shall be affected by notice to the contrary.
Except as provided in Article Sixteen of the
Indenture, no recourse under or upon any obligation, covenant or agreement contained in the Indenture or in this Security, or because
of any indebtedness evidenced thereby, shall be had against any promoter, as such, or against any past, present or future stockholder,
member, partner, director, officer, employee, agent thereof or trustee, as such, of the Company or any Guarantor or of any successor thereof,
either directly or through the Company or any Guarantor or any successor thereof, under any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released by the acceptance of this Security by the Holder thereof and as part of the consideration for the issue of the Securities
of this series.
THE INDENTURE AND THE SECURITIES, INCLUDING
THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities
of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Securities of this series, and reliance may be placed only on the other identification numbers printed
hereon.
Capitalized terms used in this Security which
are not defined herein shall have the meanings assigned to them in the Indenture.
[This space intentionally left blank.]
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by the undersigned officer.
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PROLOGIS EURO FINANCE LLC |
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By: |
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Name: Anne DeMarco |
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Title: Vice President and Assistant Secretary |
Attest |
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By: |
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Name: Jessica Polgar |
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Title: Assistant Secretary |
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Dated: |
May 7, 2024 |
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[Signature Page to Global Note Due 2034]
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST
COMPANY, NATIONAL ASSOCIATION, as trustee |
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By: |
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Authorized Officer |
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[Certificate of Authentication to Global Note
Due 2034]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
the within-mentioned Security of Prologis Euro Finance LLC and hereby
does irrevocably constitute and appoint Attorney
to transfer said Security on the books of the within-named Company with full power of substitution in the premises.
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within-mentioned Security in every particular, without alteration or enlargement or any change
whatever.
GUARANTEE
FOR VALUE RECEIVED, the undersigned hereby, jointly
and severally with any other Guarantors, unconditionally guarantees to the Holder of the accompanying 4.000% Notes due 2034 (the “Euro
Note”) issued by Prologis Euro Finance LLC (the “Company”) under an Indenture, dated as of August 1, 2018 (together
with the First Supplemental Indenture thereto, the “Indenture”) among the Company, Prologis, L.P., as parent guarantor, U.S.
Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee thereunder (the “Trustee”),
and Elavon Financial Services DAC, UK Branch, as paying agent, (a) the full and prompt payment of the principal of and premium or
Redemption Price, if any, on such Euro Note when and as the same shall become due and payable, whether at Stated Maturity, by acceleration,
by redemption or otherwise, and (b) the full and prompt payment of the interest on such Euro Note when and as the same shall become
due and payable, according to the terms of such Euro Note and of the Indenture. In case of the failure of the Company punctually to pay
any such principal, premium or interest, the undersigned hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at Stated Maturity, upon acceleration, by redemption or otherwise, and as if such payment were
made by the Company. The undersigned hereby agrees, jointly and severally with any other Guarantors, that its obligations hereunder shall
be as principal and not merely as surety, and shall be absolute and unconditional, and shall not be affected, modified or impaired by
the following: (a) the failure to give notice to the Guarantors of the occurrence of an Event of Default under the Indenture; (b) the
waiver, surrender, compromise, settlement, release or termination of the payment, performance or observance by the Company or the Guarantors
of any or all of the obligations, covenants or agreements of either of them contained in the Indenture or the Euro Notes; (c) the
acceleration, extension or any other changes in the time for payment of any principal of or interest or any premium on any Euro Note or
for any other payment under the Indenture or of the time for performance of any other obligations, covenants or agreements under or arising
out of the Indenture or the Euro Notes; (d) the modification or amendment (whether material or otherwise) of any obligation, covenant
or agreement set forth in the Indenture or the Euro Notes; (e) the taking or the omission of any of the actions referred to in the
Indenture and in any of the actions under the Euro Notes; (f) any failure, omission, delay or lack on the part of the Trustee to
enforce, assert or exercise any right, power or remedy conferred on the Trustee in the Indenture, or any other action or acts on the part
of the Trustee or any of the Holders from time to time of the Euro Notes; (g) the voluntary or involuntary liquidation, dissolution,
sale or other disposition of all or substantially all the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar
proceedings affecting the Guarantors or the Company or any of the assets of any of them, or any allegation or contest of the validity
of this Guarantee in any such proceeding; (h) to the extent permitted by law, the release or discharge by operation of law of the
Guarantors from the performance or observance of any obligation, covenant or agreement contained in the Indenture; (i) to the extent
permitted by law, the release or discharge by operation of law of the Company from the performance or observance of any obligation, covenant
or agreement contained in the Indenture; (j) the default or failure of the Company or the Trustee fully to perform any of its obligations
set forth in the Indenture or the Euro Notes; (k) the invalidity, irregularity or unenforceability of the Indenture or the Euro Notes
or any part of any thereof; (l) any judicial or governmental action affecting the Company or any Euro Notes or consent or indulgence
granted to the Company by the Holders or by the Trustee; or (m) the recovery of any judgment against the Company or any action to
enforce the same or any other circumstance which might constitute a legal or equitable discharge of a surety or guarantor. The undersigned
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, sale, lease or conveyance
of all or substantially all of its assets, insolvency or bankruptcy of the Company, any right to require a proceeding first against the
Company, protest or notice with respect to such Notice or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee shall not be discharged except by complete performance of the obligations contained in such Euro Note and in this
Guarantee.
No reference herein to such Indenture and no provision
of this Guarantee or of such Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of
the full and prompt payment of the principal of and premium, if any, and interest on the Euro Note.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Guarantee shall not be valid or obligatory
for any purpose until the certificate of authentication on the Euro Note shall have been executed by the Trustee under the Indenture referred
to above by the manual signature of one of its authorized officers. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Euro Note.
An Event of Default under the Indenture or the
Euro Notes shall constitute an event of default under this Guarantee, and shall entitle the Holders of Notes to accelerate the obligations
of the undersigned hereunder in the same manner and to the same extent as the obligations of the Company.
Notwithstanding any other provision of this Guarantee
to the contrary, the undersigned hereby waives any claims or other rights which it may now have or hereafter acquire against the Company
that arise from the existence or performance of its obligations under this Guarantee (all such claims and rights are referred to as “Guarantor’s
Conditional Rights”), including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification,
any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, by any payment made hereunder or otherwise, including without limitation, the right to take or receive
from the Company, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account
of such claim or other rights. Guarantor hereby agrees not to exercise any rights which may be acquired by way of contribution under this
Guarantee or any other agreement, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive
from any other Guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on
account of such contribution rights. If, notwithstanding the foregoing provisions, any amount shall be paid to the undersigned on account
of the Guarantor’s Conditional Rights and either (i) such amount is paid to such undersigned party at any time when the indebtedness
shall not have been paid or performed in full, or (ii) regardless of when such amount is paid to such undersigned party, any payment
made by the Company to a Holder that is at any time determined to be a Preferential Payment (as defined below), then such amount paid
to the undersigned shall be held in trust for the benefit of Holder and shall forthwith be paid to such Holder to be credited and applied
upon the indebtedness, whether matured or unmatured. Any such payment is herein referred to as a “Preferential Payment” to
the extent the Company makes any payment to Holder in connection with the Euro Note, and any or all of such payment is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required to be repaid or paid over to a trustee, receiver or any other entity,
whether under any bankruptcy act or otherwise.
To the extent that any of the provisions of the
immediately preceding paragraph shall not be enforceable, the undersigned agrees that until such time as the indebtedness has been paid
and performed in full and the period of time has expired during which any payment made by the Company or the undersigned to a Holder may
be determined to be a Preferential Payment, Guarantor’s Conditional Rights to the extent not validly waived shall be subordinate
to Holders’ right to full payment and performance of the indebtedness and the undersigned shall not enforce any of Guarantor’s
Conditional Rights until such time as the indebtedness has been paid and performed in full and the period of time has expired during which
any payment made by the Company or the undersigned to Holders may be determined to be a Preferential Payment.
The obligations of the undersigned to the Holders
of the Euro Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Sixteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
Capitalized terms used in this Guarantee which
are not defined herein shall have the meanings assigned to them in the Indenture.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed.
Dated: May 7, 2024
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PROLOGIS, L.P. By: Prologis, Inc., its general partner |
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By: |
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Name: Anne DeMarco |
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Title: Vice President and Assistant Secretary |
[Signature Page to Guarantee to Global
Note Due 2034]
Exhibit 4.3
PROLOGIS, L.P.
Officers’
Certificate
May 7, 2024
The undersigned officers of
Prologis, Inc. (“Prologis, Inc.”), general partner of Prologis, L.P. (the “Company”), on behalf
of the Company, acting pursuant to resolutions adopted by the Board of Directors of Prologis, Inc. (the “Board”) on September 20,
2023 and the Securities Offering Transaction Committee of the Board on April 22, 2024, hereby establish a series of debt securities
by means of this Officers’ Certificate in accordance with the Indenture, dated as of June 8, 2011 (the “Base Indenture,”
and as supplemented by the Fifth Supplemental Indenture thereto and the Eighth Supplemental Indenture thereto, the “Indenture”),
among the Company, Prologis, Inc., and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National
Association, as trustee (the “Trustee”). Capitalized terms used but not defined in this Officers’ Certificate
shall have the meanings ascribed to them in the Indenture.
5.625% Notes due 2040
1. The
series shall be entitled the “5.625% Notes due 2040” (the “Notes”) and shall be a series of Sterling Notes
as defined in the Eighth Supplemental Indenture.
2. The
Notes initially shall be limited to an aggregate principal amount of £350,000,000 (except in each case for Notes authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the Series pursuant to Section 304,
305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount upon the
action of the Board of Directors to do so from time to time.
3. The
Notes shall bear interest at the rate of 5.625% per annum. The aggregate principal amount of the Notes is payable at maturity on May 4,
2040. The interest on this Series shall accrue from and including May 7, 2024 or from and including the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided for. Interest on the Notes shall be payable annually
in arrears on May 4 of each year (each an “Interest Payment Date”), commencing on May 4, 2025. Interest shall
be paid to persons in whose names the Notes are registered on the April 19 preceding the Interest Payment Date, whether or not a
Business Day (each a “Regular Record Date”).
4. The
Notes may be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes
and the Indenture may be served at the Corporate Trust Office of the Paying Agent, located at 125 Old Broad Street, Fifth Floor, London
EC2N 1AR, United Kingdom. The principal of the Notes payable at maturity or upon earlier redemption shall be paid against presentation
and surrender of the Notes at the Corporate Trust Office of the Paying Agent.
5. The
Notes may be redeemed in whole at any time or in part from time to time, prior to February 4, 2040 at the option of the Company,
upon notice of not more than 60 or less than 15 days prior to the Redemption Date, at a redemption price (the “Make-Whole Amount”)
equal to the greater of
(1) 100% of the principal amount
of the Notes to be redeemed; or
(2) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes to be redeemed, that would be due if the Notes matured on February 4,
2040, (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL
(ICMA)) at the applicable Comparable Government Bond Rate plus 20 basis points, plus accrued and unpaid interest, if any, on the principal
amount being redeemed to, but excluding, the Redemption Date.
Notwithstanding the foregoing,
if the Notes are redeemed on or after February 4, 2040, the Redemption Price shall be 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the Redemption
Date.
In each case the Company shall
pay accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date.
The following definitions
apply with respect to the Make-Whole Amount:
“Comparable Government
Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment
Banker, a United Kingdom government bond whose maturity is closest to the maturity of the Notes to be redeemed (assuming that the Notes
matured on February 4, 2040), or if the Independent Investment Banker in its discretion determines that such similar bond
is not in issue, such other United Kingdom government bond as such Independent Investment Banker may, with the advice of the Reference
Bond Dealers, determine to be appropriate for determining the Comparable Government Bond Rate.
“Comparable Government
Bond Rate” means the price (i.e., yield), expressed as a percentage (rounded
to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Notes to be redeemed, if they
were to be purchased at such price on the third Business Day prior to the Redemption Date, would be equal to the gross redemption yield
on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing
at 11:00 a.m. (London time) on such Business Day as determined by an Independent Investment Banker.
“Independent Investment
Banker” means an independent investment bank that the Company appoints to act as
the Independent Investment Banker from time to time.
“Reference Bond Dealer”
means three firms that are brokers of, and/or market makers in United Kingdom government
bonds (each a “Primary Bond Dealer”) which the Company specifies from time to time; provided, however,
that if any of them ceases to be a Primary Bond Dealer, the Company shall substitute another Primary Bond Dealer.
In addition, if, as a result
of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing
authority thereof or therein), or any change in, or amendments to, an official position regarding the application or interpretation of
such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after April 22, 2024, the Company
becomes or, based upon a written opinion of independent counsel selected by the Company, will become or there is a substantial probability
that the Company will become obligated to pay Additional Amounts with respect to the Notes, then the Notes may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price (the “Tax Redemption Price”) equal to 100% of the
principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the Redemption Date. Notice
of any redemption shall be transmitted to Holders not more than 60 nor less than 15 days prior to the Redemption Date.
If notice of redemption has
been given as provided in the Base Indenture and the preceding paragraph, and funds for the redemption of any Notes called for redemption
shall have been made available on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption
Date and the only right of the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Redemption Price
or Tax Redemption Price, as applicable, upon surrender of such Notes in accordance with such notice.
6. All
payments in respect of the Notes shall be made by or on behalf of the Company without withholding or deduction for, or on account of,
any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States or
any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is
required by (i) the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision
or taxing authority thereof or therein or (ii) an official position regarding the application, administration, interpretation or
enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or
by a taxing authority in the United States or any political subdivision thereof), the Company shall, subject to certain exceptions provided
for herein, pay to a Holder who is not a United States person such additional amounts (the “Additional Amounts”) on
the Notes as are necessary in order that the net payment by the Company or the Paying Agent of the principal of, and premium or Redemption
Price, if any, and interest on, the Notes to such Holder, after such withholding or deduction, shall not be less than the amount provided
in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply:
(i) to
any tax, assessment or other governmental charge that would not have been imposed but for the Holder, or a fiduciary, settlor, beneficiary,
member or shareholder of the Holder if the Holder is an estate, trust, partnership or corporation, or a person holding a power over an
estate or trust administered by a fiduciary holder, being considered as:
(a) being
or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States
or having or having had a qualified business unit which has the U.S. Dollar as its functional currency;
(b) having
a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the Notes,
the receipt of any payment or the enforcement of any rights thereunder) or being considered as having such relationship, including being
or having been a citizen or resident of the United States;
(c) being
or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the
United States or a foreign personal holding company that has accumulated earnings to avoid United States federal income tax;
(d) being
or having been an owner of a 10% or greater interest in the capital or profits of the Company within the meaning of Section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
(e) being
a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade
or business;
(ii) to
any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited
liability company, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of
the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(iii) to
any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Holder or any other person
to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or
connection with the United States of the Holder or beneficial owner of the Notes, if compliance is required by statute, by regulation
of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge (including, for the avoidance of doubt, any backup withholding
tax imposed pursuant to Section 3406 of the Code (or any amended or successor provision));
(iv) to
any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company or a paying agent from the
payment;
(v) to
any tax, assessment or other governmental charge that would not have been imposed but for a change in law, regulation, or administrative
or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs
later;
(vi) to
any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other
governmental charge;
(vii) to
any tax, assessment or other governmental charge required to be withheld by any paying agent from any payment of principal of or interest
on any Note, if such payment can be made without such withholding by at least one other paying agent;
(viii) to
any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of any Note,
where presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the
date on which payment thereof is duly provided for, whichever occurs later;
(ix) to
any withholding or deduction that is imposed on a payment pursuant to Sections 1471 through 1474 of the Code and related Treasury
regulations, pronouncements relating thereto or official interpretations thereof or any successor provisions, any agreements entered into
pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States
and any other governmental authority in connection with the implementation of the foregoing and any regulations or official law, agreement
or interpretations thereof implementing an intergovernmental approach thereto; or
(x) in
the case of any combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix).
The Notes are subject in all
cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically
provided under this Paragraph 6, the Company shall not be required to make any payment for any tax, duty, assessment or governmental charge
of whatever nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
7. The
Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of the Holder.
8. The
Notes shall be issuable in registered form substantially in the form set out in Exhibit A of the First Supplemental Indenture without
coupons in minimum denominations of £100,000 and any integral multiple of £1,000 in excess thereof.
9. The
principal amount of, and the Tax Redemption Price, if any, on, the Notes shall be payable upon declaration of acceleration pursuant to
Section 502 of the Base Indenture.
10. The
Notes shall be denominated in and principal of or interest on the Notes (or Redemption Price or Tax Redemption Price, if applicable) shall
be payable in sterling. If sterling is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond
the Company’s control or for the settlement of transactions by public institutions of or within the international banking community,
then all payments in respect of the Notes shall be made in U.S. Dollars until sterling is again available to the Company or so used. In
such circumstances, the amount payable on any date in sterling shall be converted into U.S. Dollars at the rate mandated by the Board
of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date or,
if the Board of Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/sterling
exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the
event The Wall Street Journal has not published such exchange rate, the rate shall be determined in the Company’s sole discretion
on the basis of the most recently available market exchange rate for sterling. Any payment in respect of the Notes so made in U.S. Dollars
shall not constitute an Event of Default. Neither the Trustee nor the Paying Agent shall be responsible for obtaining exchange rates,
effecting conversions or otherwise handling redenominations.
11. Except
as provided in Paragraphs 3 and 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the Notes
(or Redemption Price or Tax Redemption Price, if applicable) shall not be determined with reference to an index or formula.
12. Except
as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Redemption Price or Tax Redemption
Price, if applicable) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or
units or composite currency or currencies other than that in which the Notes are denominated or stated to be payable.
13. Except
as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights to the Holders
of Notes upon the occurrence of specified events.
14. The
Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company contained
in the Indenture.
15. Except
as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or temporary global
Securities.
16. Sections
1402 and 1403 of the Base Indenture shall be applicable to the Notes.
17. The
Notes shall not be issued upon the exercise of debt warrants.
18. Article Sixteen
of the Base Indenture shall not be applicable to the Notes.
19. The
other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated September 15,
2022 and the Prospectus Supplement dated April 22, 2024 relating to the Notes.
[The remainder of this page intentionally
left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate on the date first written above.
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By: |
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Name: |
Anne DeMarco |
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Title: |
Vice President and Assistant Secretary |
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By: |
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Name: |
Jessica Polgar |
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Title: |
Assistant Secretary |
[Signature
Page to Officers’ Certificate (2040 Notes)]
Exhibit 4.4
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF EUROCLEAR BANK, SA/NV (“EUROCLEAR”), AND CLEARSTREAM BANKING S.A. (“CLEARSTREAM” AND, TOGETHER WITH EUROCLEAR,
“EUROCLEAR/CLEARSTREAM”), TO PROLOGIS, L.P. (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF USB NOMINEES (UK) LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF Elavon Financial Services DAC, AS COMMON DEPOSITARY (THE
“COMMON DEPOSITARY”) FOR EUROCLEAR/CLEARSTREAM (AND ANY PAYMENT IS MADE TO USB NOMINEES (UK) LIMITED OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, USB NOMINEES (UK) LIMITED, HAS AN INTEREST HEREIN.
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME
OF USB NOMINEES (UK) LIMITED, AS NOMINEE OF THE COMMON DEPOSITARY. UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN DEFINITIVE, CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY
OR A NOMINEE OF THE COMMON DEPOSITARY TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY.
REGISTERED |
PRINCIPAL AMOUNT |
No. R-1 |
£350,000,000 |
ISIN No.: XS2810268107 |
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COMMON CODE: 281026810 |
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CUSIP No.: 74340X CM1
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PROLOGIS, L.P.
5.625% NOTES DUE 2040
PROLOGIS, L.P., a limited partnership organized
and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall include any successor
under the Indenture hereinafter referred to), for value received, hereby promises to pay to USB Nominees (UK) Limited, or registered
assigns, upon presentation, the principal sum of THREE HUNDRED FIFTY MILLION STERLING (£350,000,000) on May 4, 2040 and to
pay interest on the outstanding principal amount thereon at the rate of 5.625% per annum, until the entire principal hereof is paid or
made available for payment.
Interest shall accrue from and including May 7,
2024 or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided
for, and be payable annually in arrears on May 4 of each year (an “Interest Payment Date”), commencing on May 4,
2025. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date shall, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest which shall be April 19 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Interest on this Security shall be computed on the basis of an ACTUAL/ACTUAL (ICMA) (as defined in the rulebook
of the International Capital Markets Association) day count convention. If any Interest Payment Date, maturity date or earlier date of
redemption falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made
on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment
Date, that maturity date or that date of redemption, as the case may be, until the next Business Day. For purposes of the notes, “Business
Day” means any day, other than a Saturday or Sunday, on which commercial banks are open for general business (including dealing
in foreign exchange and foreign currency deposits) in London, England and in The City of New York. Any such interest not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record
Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of, or premium or Redemption
Price, if applicable, on, and interest on this Security shall be made at the office or agency maintained for such purpose in London,
initially the corporate trust office of the Paying Agent, located at 125 Old Broad Street, Fifth Floor, London EC2N 1AR, United Kingdom,
in sterling.
Payments of principal of, premium or Redemption
Price, if any, and interest in respect of this Security shall be made by wire transfer of immediately available funds in sterling. If
the sterling is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s
control or for the settlement of transactions by public institutions of or within the international banking community, then all payments
in respect of the Securities shall be made in U.S. Dollars until the sterling is again available to the Company or so used. In such circumstances,
the amount payable on any date in sterling will be converted into U.S. Dollars at the rate mandated by the Board of Governors of the
Federal Reserve System as of the close of business on the second Business Day prior to the relevant payment date, or if the Board of
Governors of the Federal Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. Dollar/sterling
exchange rate published in The Wall Street Journal on or prior to the second Business Day prior to the relevant payment date or, in the
event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion
on the basis of the most recently available Market Exchange Rate on or before the date that payment is due. Any payment in respect of
this Security so made in U.S. Dollars shall not constitute an event of default under the Indenture. Neither the Trustee nor the Paying
Agent (as defined below) shall be responsible for obtaining exchange rates, effecting conversions or otherwise handling redenominations.
“Market Exchange Rate” means the noon buying rate in The City of New York for cable transfers of sterling as certified for
customs purposes (or, if not so certified, as otherwise determined) by the Federal Reserve Bank of New York.
Each Security of this series is one of a duly
authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series
under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”), among the Company, Prologis, Inc.
and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (herein called
the “Trustee,” which term includes any successor trustee under the Indenture with respect to the series of which this Security
is a part), as supplemented by the fifth supplemental indenture, dated as of August 15, 2013, among the Company, Prologis, Inc.
and the Trustee, and the eighth supplemental indenture, dated June 7, 2017, among the Company, Prologis, Inc., the Trustee,
and Elavon Financial Services DAC, UK Branch, as paying agent (hereinafter called the “Paying Agent,” which term includes
any successor paying agent under the Indenture with respect to the series of which this Security is a part) (the Base Indenture, as so
supplemented, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, Prologis, Inc., the
Trustee, the Paying Agent and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated
and delivered.
Securities of this series may be redeemed in whole
at any time or in part from time to time at the option of the Company at a Redemption Price equal to the greater of (1) 100% of
the principal amount of the Securities to be redeemed; or (2) the sum of the present values of the remaining scheduled payments
of principal and interest on the Securities to be redeemed that would be due if the Securities matured on February 4, 2040 (exclusive
of interest accrued to the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the
Comparable Government Bond Rate plus 20 basis points; plus accrued and unpaid interest, if any, to, but not including, the redemption
date.
Notwithstanding the foregoing, if the Securities
are redeemed on or after February 4, 2040, the Redemption Price shall be 100% of the principal amount of the Securities to be redeemed;
plus accrued and unpaid interest, if any, to, but not including, the redemption date.
The following definitions apply with respect to
the foregoing redemption provisions:
“Comparable Government Bond” means,
in relation to any Comparable Government Bond Rate calculation, at the discretion of an Independent Investment Banker, a United Kingdom
government bond whose maturity is closest to the maturity of the Securities to be redeemed (assuming that the Securities matured on February 4,
2040), or if the Independent Investment Banker in its discretion determines that such similar bond is not in issue, such other United
Kingdom government bond as such Independent Investment Banker may, with the advice of the Reference Bond Dealers, determine to be appropriate
for determining the Comparable Government Bond Rate.
“Comparable Government Bond Rate”
means the price (i.e., yield), expressed
as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the Securities
to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be
equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of
the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an Independent Investment
Banker.
“Independent Investment Banker” means
an independent investment bank that the Company
appoints to act as the Independent Investment Banker from time to time.
“Reference Bond Dealer” means
three firms that are brokers of, and/or market makers in United Kingdom government bonds (each a “Primary Bond Dealer”)
which the Company specifies from time to time; provided, however, that if any of them ceases to be a Primary Bond Dealer,
the Company shall substitute another Primary Bond Dealer.
The Securities are subject in all cases to any
tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Securities. Except as specifically
provided for herein, the Company shall not be required to make any payment for any tax, duty, assessment or governmental charge of whatever
nature imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.
If, as a result of any change in, or amendment
to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any taxing authority thereof or therein),
or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings,
which change or amendment is announced or becomes effective on or after April 22, 2024, the Company becomes or, based upon a written
opinion of independent counsel selected by the Company, will become or there is a substantial probability that the Company will become
obligated to pay Additional Amounts (as defined below) with respect to the Securities, then the Securities may be redeemed at the option
of the Company, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the Securities, together with
accrued and unpaid interest on the Securities to, but not including, the Redemption Date. Notice of any redemption shall be transmitted
to Holders not more than 60 nor less than 15 days prior to the date fixed for redemption.
All payments in respect of the Securities shall
be made by or on behalf of the Company without withholding or deduction for, or on account of, any present or future taxes, duties, assessments
or governmental charges of whatever nature, imposed or levied by the United States or any taxing authority thereof or therein, unless
such withholding or deduction is required by law. If such withholding or deduction is required by (i) the laws (or any regulations
or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) an
official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including,
without limitation, a holding by a court of competent jurisdiction or by a taxing authority in the United States or any political subdivision
thereof), the Company shall, subject to certain exceptions provided for in the Indenture, pay to a Holder who is not a United States
person (as defined in the Indenture) such additional amounts (the “Additional Amounts”) on the Securities as are necessary
in order that the net payment by the Company or the Paying Agent of the principal of, and premium or Redemption Price, if any, and interest
on, the Securities to such Holder, after such withholding or deduction, shall not be less than the amount provided in the Securities
to be then due and payable.
The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the related
defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Security.
If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of, and premium or Redemption Price, if any, on, all of the Securities of
this series at the time Outstanding may be declared due and payable in the manner and with the effect provided in the Indenture.
As provided in and subject to the provisions of
the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already have become due and
payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect
of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and
the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity.
The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof
or any interest on or after the respective due dates expressed herein.
The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Securities of each series to be affected under the Indenture at any time by the Company, Prologis, Inc. and the Trustee with
the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of Securities
then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of, premium or Redemption Price, if applicable, on, and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, premium or Redemption
Price, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
shall be issued to the designated transferee or transferees.
The Securities of this series are issuable only
in registered form without coupons in minimum denominations of £100,000 and any integral multiple of £1,000 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee, the Paying Agent and any agent of the Company, the Trustee or the Paying Agent may
treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee, the Paying Agent nor any such agent shall be affected by notice to the contrary.
No recourse under or upon any obligation, covenant
or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby, shall be had against any
promoter, as such, or against any past, present or future stockholder, member, partner, director, officer, employee, agent thereof or
trustee, as such, of the Company or of any successor thereof, either directly or through the Company or any successor thereof, under
any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding
or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder thereof and as
part of the consideration for the issue of the Securities of this series.
THE INDENTURE AND THE SECURITIES, INCLUDING
THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed on the Securities
of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or accuracy of such
CUSIP numbers as printed on the Securities of this series, and reliance may be placed only on the other identification numbers printed
hereon.
Capitalized terms used in this Security which
are not defined herein shall have the meanings assigned to them in the Indenture.
[This space intentionally left blank.]
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by the undersigned officer.
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PROLOGIS, L.P. |
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By: Prologis, Inc., its sole general partner |
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By: |
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Name: Anne DeMarco |
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Title: Vice President and Assistant Secretary |
Attest |
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By: |
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Name: Jessica Polgar |
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Title: Assistant Secretary |
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Dated: May 7, 2024 |
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[Signature Page to Global
Note Due 2040]
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as trustee |
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By: |
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Authorized Officer |
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[Certificate of Authentication to Global Note
Due 2040]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
the within-mentioned Security of Prologis, L.P. and hereby
does irrevocably constitute and appoint Attorney
to transfer said Security on the books of the within-named Company with full power of substitution in the premises.
NOTICE: The signature to this assignment must correspond with the
name as it appears on the first page of the within-mentioned Security in every particular, without alteration or enlargement or
any change whatever.
Exhibit 5.1
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Mayer
Brown LLP
71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
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May 7, 2024
Board of Directors
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
Re: | Registration Statement on |
Form S-3
(File No. 333-267431)
Ladies and Gentlemen:
We have acted as special
counsel to Prologis, Inc. (“Prologis”), a Maryland corporation, Prologis, L.P. (the “Parent Guarantor”),
a Delaware limited partnership and Prologis Euro Finance, a Delaware limited liability company (the “Issuer”), in
connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of €550,000,000
aggregate principal amount of the Issuer’s 4.000% Notes due 2034 (the “Notes”) and the related guarantees thereof
by the Parent Guarantor (the “Guarantees”), each as described in the prospectus relating to the Notes and the corresponding
Guarantees (the “Prospectus”), as supplemented by the prospectus supplement, dated as of April 22, 2024 (the
“Prospectus Supplement”), contained in Prologis’s, the Issuer’s and the Parent Guarantor’s Registration
Statement on Form S-3 (File No. 333-267431) (the “Registration Statement”). The Notes and the corresponding
Guarantees will be issued under the Indenture, dated as of August 1, 2018 (the “Base Indenture”), among the Issuer
and the Parent Guarantor and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association,
as trustee (the “Trustee”), as supplemented by the first supplemental Indenture, dated as of August 1, 2018 (the
Base Indenture as supplemented by the first supplemental indenture, the “Indenture”).
We have also participated
in the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of
the Registration Statement, relating to the debt securities and guarantees of which the Notes and Guarantees are a part. In rendering
our opinions set forth below, we have examined originals or copies identified to our satisfaction of (i) the Registration Statement,
including the Prospectus; (ii) the Prospectus Supplement; (iii) Prologis’s Articles of Incorporation, as amended and
supplemented; (iv) Prologis’s Ninth Amended and Restated Bylaws; (v) the certificate of limited partnership of the Parent
Guarantor; (vi) the Thirteenth Amended and Restated Agreement of Limited Partnership, as amended, of the Parent Guarantor; (vii) resolutions
of Prologis’s Board of Directors and committees thereof; (viii) the consents of the trustee of the Issuer; (ix) the Indenture;
and (x) the form of the Notes and corresponding Guarantees. In addition, we have examined and relied upon other documents, certificates,
corporate records, opinions and instruments, obtained from the Issuer and the Parent Guarantor or other sources believed by us to be
reliable, as we have deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as copies.
Mayer Brown is a global
services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Mayer
Brown llp
Board of Directors
Prologis, Inc.
May 7, 2024
Page 2
Based upon and subject to
the foregoing and to the assumptions, conditions and limitations set forth herein, we are of the opinion that:
(i) The
Notes have been duly authorized and, when executed by the Issuer and authenticated by the Trustee in the manner provided for in the Indenture
and delivered against payment therefore, will constitute valid and binding obligations of the Issuer, enforceable in accordance with
their terms, except as (a) the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and
(b) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence
of certain events may be limited in certain circumstances, and will be entitled to the benefits of the Indenture; and
(ii) The
Guarantees have been duly authorized and, when executed by the Parent Guarantor and when the Notes have been authenticated by the Trustee
in the manner provided for in the Indenture and delivered against payment therefore, will constitute valid and binding obligations of
the Parent Guarantor, enforceable against the Parent Guarantor in accordance with their terms, except as (a) the enforcement thereof
may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors or by general equitable principles and (b) the enforceability of provisions imposing liquidated
damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances, and
will be entitled to the benefits of the Indenture.
We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to being named in the related Prospectus and Prospectus Supplement
under the caption “Legal Matters” with respect to the matters stated therein. In giving this consent, we do not thereby admit
that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the SEC.
The opinions contained herein
are limited to federal laws of the United States and the laws of the State of New York, the Delaware Revised Uniform Limited Partnership
Act, the Delaware Limited Liability Company Act and the Maryland General Corporation Law. We are not purporting to opine on any matter
to the extent that it involves the laws of any other jurisdiction.
Mayer
Brown llp
Board of Directors
Prologis, Inc.
May 7, 2024
Page 3
This opinion is expressly
limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating
to Prologis, the Parent Guarantor, the Issuer or any other person, or any other document or agreement involved with issues addressed
herein. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention
and which may alter, affect or modify the opinions expressed herein.
Sincerely,
/s/ Mayer Brown LLP | |
| |
Mayer Brown LLP | |
Exhibit 5.2
|
Mayer Brown LLP
71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600 Main Fax +1 312 701 7711
www.mayerbrown.com
|
May 7, 2024
Board of Directors
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
Re: | Registration Statement on |
Form S-3
(File No. 333-267431)
Ladies and Gentlemen:
We have acted as special counsel
to Prologis, Inc., a Maryland corporation (the “Parent”), and its operating partnership, Prologis, L.P., a Delaware
limited partnership (the “Issuer”), in connection with the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of £350,000,000 aggregate principal amount of the Issuer’s 5.625% Notes due 2040
(the “Notes”), as described in the prospectus relating to the Notes (the “Prospectus”), as supplemented
by the prospectus supplement, dated as of April 22, 2024 (the “Prospectus Supplement”), contained in the Issuer’s
and the Parent’s Registration Statement on Form S-3 (File No. 333-267431) (the “Registration Statement”).
The Notes will be issued under the Indenture, dated as of June 8, 2011 (the “Base Indenture”), among the Issuer
and the Parent and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee
(the “Trustee”), as supplemented by the fifth supplemental indenture, dated as of August 15, 2013, and as further
supplemented by the eighth supplemental indenture, dated as of June 7, 2017 (the Base Indenture as supplemented by the fifth supplemental
indenture and eighth supplemental indenture, the “Indenture”).
We have also participated
in the preparation and filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of the
Registration Statement, relating to the debt securities of which the Notes are a part. In rendering our opinions set forth below, we have
examined originals or copies identified to our satisfaction of (i) the Registration Statement, including the Prospectus; (ii) the
Prospectus Supplement; (iii) the Parent’s Articles of Incorporation, as amended and supplemented; (iv) the Parent’s
Ninth Amended and Restated Bylaws; (v) the certificate of limited partnership of the Issuer; (vi) the Thirteenth Amended and
Restated Agreement of Limited Partnership, as amended, of the Issuer; (vii) resolutions of the Parent’s Board of Directors
and committees thereof; (viii) the Indenture; and (ix) the form of the Notes. In addition, we have examined and relied upon
other documents, certificates, corporate records, opinions and instruments, obtained from the Issuer and the Parent or other sources believed
by us to be reliable, as we have deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as copies.
Mayer Brown is a global services provider comprising
an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Mayer
Brown llp
Board of Directors
Prologis, Inc.
May 7, 2024
Page 2
Based upon and subject to
the foregoing and to the assumptions, conditions and limitations set forth herein, we are of the opinion that the Notes have been duly
authorized and, when executed by the Issuer and authenticated by the Trustee in the manner provided for in the Indenture and delivered
against payment therefore, will constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, except
as (a) the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and (b) the enforceability
of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited
in certain circumstances, and will be entitled to the benefits of the Indenture.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement and to being named in the related Prospectus and Prospectus Supplement under
the caption “Legal Matters” with respect to the matters stated therein. In giving this
consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Securities Act or within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
The opinions contained herein
are limited to federal laws of the United States and the laws of the State of New York, the Delaware Revised Uniform Limited Partnership
Act and the Maryland General Corporation Law. We are not purporting to opine on any matter to the extent that it involves the laws of
any other jurisdiction.
This
opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other
matters relating to the Parent, the Issuer or any other person, or any other document or agreement involved with issues addressed herein.
We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention
and which may alter, affect or modify the opinions expressed herein.
Sincerely,
/s/ Mayer Brown LLP | |
| |
Mayer Brown LLP | |
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