SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 “Company”) closed the issuance and sale of the Notes (defined below) on February 16, 2021. The information under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On February 2, 2021, the Company priced an offering of €850,000,000 aggregate principal amount of its 0.500% Notes due 2032 (the “2032 Notes”) and €500,000,000 aggregate principal amount of its 1.000% Notes due 2041 (the “2041 Notes” and, together with the 2032 Notes, the “Notes”). In connection with the offering, the Company and Prologis, L.P. (the “Operating Partnership”) entered into an Underwriting Agreement, dated February 2, 2021 (the “Underwriting Agreement”), with Goldman Sachs & Co. LLC, HSBC Bank plc, ING Bank N.V., and J.P. Morgan Securities plc and the other underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.
The Notes are being issued under an indenture dated as of August 1, 2018 (the “Base Indenture”), among the Company, the Operating Partnership and U.S. Bank National Association, as 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”).
The net proceeds to the Company from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately €1.3 billion, or $1.6 billion, based on the euro/U.S. dollar rate of exchange as of January 29, 2021. The Company intends to lend or distribute the net proceeds from the offering of the Notes to the Operating Partnership or one or more of its other subsidiaries. The Operating Partnership intends to use the net proceeds to repay indebtedness, which may include the redemption of its 3.375% Notes due 2024 (the “2024 Notes”). The Operating Partnership expects to use the remaining net proceeds for general corporate purposes, including to repay or repurchase other indebtedness. In the short-term, the Operating Partnership may also use the amounts received from the issuance of both series of Notes to repay borrowings under its global line of credit.
The 2032 Notes will bear interest at a rate of 0.500% per annum and mature on February 16, 2032. The 2041 Notes will bear interest at a rate of 1.000% per annum and mature on February 16, 2041. The Notes will be senior unsecured obligations of the Company and will be fully and unconditionally guaranteed by the Operating Partnership.
The 2032 Notes and the 2041 Notes will be redeemable 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: (i) 100% of the principal amount of the Notes to be redeemed or (ii) 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 such Notes matured on November 16, 2031, in the case of the 2032 Notes, or August 16, 2040, in the case of the 2041 Notes (each, the “Applicable Par Call Date” as to the applicable series of Notes) (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 Applicable Par Call Date, such series of Notes will be redeemable in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed.
In each case, accrued and unpaid interest, if any, will be paid on the 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. 333-237366) that the Company 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 Company and the Operating Partnership pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement, dated February 2, 2021, and base prospectus, dated March 24, 2020, relating to the public offering of the Notes and corresponding guarantees, the Company and the Operating Partnership are filing the 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.
|1.1||Underwriting Agreement, dated February 2, 2021, among Prologis Euro Finance LLC, Prologis, L.P., and Goldman Sachs & Co. LLC, HSBC Bank plc, ING Bank N.V., and J.P. Morgan Securities plc and the other underwriters named in Schedule A thereto.|
|4.1||Form of Officers’ Certificate related to the 0.500% Notes due 2032.|
|4.2||Form of 0.500% Notes due 2032.|
|4.3||Form of Officers’ Certificate related to the 1.000% Notes due 2041.|
|4.4||Form of 1.000% Notes due 2041.|
|5.1||Opinion of Mayer Brown LLP.|
|23.1||Consent of Mayer Brown LLP (included in Exhibit 5.1).|
|104||Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.|
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.
|Date: February 16, 2021||By:||/s/ Deborah K. Briones|
Deborah K. Briones
|Title:||Senior Vice President, Associate |
|By: Prologis, Inc.,|
|its General Partner|
|Date: February 16, 2021||By:||/s/ Deborah K. Briones|
Deborah K. Briones
|Title:||Senior Vice President, Associate|