Prologis, LP Announces Expiration and Final Results of Exchange Offers and Consent Solicitations for Duke Realty Notes

SAN FRANCISCO, October 4, 2022 /PRNewswire/ — Prologis, Inc. (NYSE:PLD) today announced the final results of the outstanding note exchange offers (the “Duke Realty Notes”) of the nine series described in the table below issued by Duke Realty Limited Partnership (“Duke Realty OP” for the corresponding nine-series notes to be issued by Prologis, LP (“Prologis OP”) in an aggregate principal amount of up to $3.375 billion. From 5:00 p.m., New York City It’s time October 4, 2022 (the “Final Expiration Date”) and as shown in the table below, approximately $3.23 billion the full principal amount of the Duke Realty Notes had been validly tendered for exchange (and not validly withdrawn).

Furthermore, on the Final Expiry Date, the conditions required for the completion of the exchange offers were met. These conditions included, among others, (i) the receipt of the consents required to amend the terms of the applicable Duke Realty Indenture governing the Duke Realty Notes and (ii) the completion of the merger with Duke Realty Corporation, which was closed on October 3, 2022. The following table shows the Principal Amount of each of these Series deposited on the Final Expiry Date. The settlement-delivery date of the exchange offers should take place on or about October 6, 2022.

Series of banknotes issued by
Duke Realty OP to trade

CUSIP no.
by Duke Realty Notes

Outstanding Principal
Bid amount
at the final expiration
Date

Aggregate percentage
The principal amount
Submitted as of
Final expiry date

3.250% senior bonds due June
July 30, 2026

26441YAZ0

$358,336,000

95.56%

3.375% Senior Notes Due
December 15, 2027

26441YBA4

$449,764,000

94.69%

7.250% senior bonds due June
July 15, 2028

26441QAC8

$50,000,000

100.00%

4.000% senior bonds due
September 15, 2028

26441YBB2

$430,597,000

95.69%

2.875% senior notes due
November 15, 2029

26441YBC0

$364,252,000

91.06%

1.750% senior bonds due July 1
2030

26441YBE6

$326,086,000

93.17%

1.750% Senior Notes Due
February 1, 2031

26441YBF3

$442,273,000

98.28%

2.250% senior bonds due January
15, 2032

264414AX1

$486,565,000

97.31%

3.050% senior bonds due March
1, 2050

26441YBD8

$322,411,000

99.20%

The exchange offers and consent solicitations were made under the terms and conditions specified in a prospectus, dated September 14, 2022which forms part of the registration statement on Form S-4 filed by Prologis OP with the Securities and Exchange Commission (the “SEC”) (as amended from time to time, the “Prospectus”), and a letter d Related Submission and Consent which contains a more complete description of the terms and conditions of the Exchange Offers and the Consent Solicitation.

TD Securities (UNITED STATES) LLC and Wells Fargo Securities, LLC acted as Dealer Managers and DF King & Co., Inc. as Exchange Agent and Information Agent for the Exchange Offers and Consent Solicitations.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, and there will be no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The exchange offers and the solicitation of consents have been made solely by means of the Prospectus and the related letter of transmittal and consent.

About Prologis, Inc.

Prologis, Inc. is the global leader in logistics real estate and focuses on high-barrier, high-growth markets. From June 30, 2022, the company owned or had investments in, wholly owned or through co-investment ventures, properties and development projects expected to total approximately 1.0 billion square feet (95 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,800 customers, primarily split into two broad categories: B2B and Retail/Online.

Forward-looking statements

Statements contained herein that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. ‘fine. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and management’s beliefs and assumptions. Such statements involve uncertainties that could materially affect our financial results. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “may” and “will”, including Variations of these words and similar expressions are intended to identify these forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or expect to occur in the future – including statements relating to rental and occupancy growth, development activity, contribution and divestiture activity, general conditions in the geographic areas where we operate, our debt, capital structure and financial condition, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in the forward-looking statements are based on reasonable assumptions, we cannot guarantee that our expectations will be achieved and, accordingly, actual results may differ materially from what is expressed or anticipated in such forward-looking statements. research statements. Some of the factors that may affect outputs and outcomes include, but are not limited to: (i) national, international, regional and local economic and political climates; (ii) fluctuations in global financial markets, interest rates and currency exchange rates; (iii) increased or unexpected competition for our properties; (iv) risks associated with acquisitions, disposals and development of properties; (v) maintenance of REIT status, tax structuring and changes in income tax laws and rates; (vi) the availability of financing and capital, the levels of indebtedness we maintain and our credit ratings; (vii) risks relating to our investments in our co-investment businesses, including our ability to establish new co-investment businesses; (viii) the risks of doing business internationally, including currency exchange risks; (ix) environmental uncertainties, including the risks of natural disasters; (x) risks related to the current coronavirus pandemic; and (x) additional factors referred to in our reports filed with the Securities and Exchange Commission under the heading “Risk Factors”. We assume no obligation to update any forward-looking statements contained herein, except as required by law.

SOURCE Prologis, Inc.

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