Prologis Files 8-K on Financial Obligations

TL;DR

Prologis filed an 8-K on 5/7/24 about new financial obligations.

AI Summary

On May 7, 2024, Prologis, Inc. and Prologis, L.P. filed an 8-K, reporting the creation of a direct financial obligation. The filing also includes other events and financial statements/exhibits, with no specific dollar amounts or new obligations detailed in the provided text.

Why It Matters

This filing indicates potential new debt or financial commitments for Prologis, which could impact its financial structure and future investment capacity.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of financial obligations without immediate negative implications mentioned.

Key Players & Entities

• Prologis, Inc. (company) — Filer
• Prologis, L.P. (company) — Filer
• 0001104659-24-057654 (document_id) — Accession Number
• 20240507 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — stered Prologis, Inc. Common Stock, $0.01 par value PLD New York Stock Exchan
• $581 m — ted to be approximately 546 million, or $581 million, based on the euro/U.S. dollar ra
• $430 m — ted to be approximately 346 million, or $430 million, based on the sterling/U.S. dolla

Filing Documents

• tm2413572d1_8k.htm (8-K) — 58KB
• tm2413572d1_ex1-1.htm (EX-1.1) — 331KB
• tm2413572d1_ex1-2.htm (EX-1.2) — 324KB
• tm2413572d1_ex4-1.htm (EX-4.1) — 42KB
• tm2413572d1_ex4-2.htm (EX-4.2) — 60KB
• tm2413572d1_ex4-3.htm (EX-4.3) — 40KB
• tm2413572d1_ex4-4.htm (EX-4.4) — 45KB
• tm2413572d1_ex5-1.htm (EX-5.1) — 15KB
• tm2413572d1_ex5-2.htm (EX-5.2) — 12KB
• tm2413572d1_ex1-1img001.gif (GRAPHIC) — 5KB
• tm2413572d1_ex1-2img01.jpg (GRAPHIC) — 5KB
• tm2413572d1_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2413572d1_ex5-2img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-057654.txt ( ) — 1379KB
• pld-20240507.xsd (EX-101.SCH) — 4KB
• pld-20240507_def.xml (EX-101.DEF) — 28KB
• pld-20240507_lab.xml (EX-101.LAB) — 37KB
• pld-20240507_pre.xml (EX-101.PRE) — 26KB
• tm2413572d1_8k_htm.xml (XML) — 10KB

03. Creation of a Direct Financial Obligation or an Obligation

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.

01 Other Events

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, Crdit 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 suppleme

01. Financial Statements and Exhibits

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, Crdit 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, Crdit 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. 4.2 Form of 4.000% Notes due 2034. 4.3 Form of Officers' Certificate related to the 5.625% Notes due 2040. 4.4 Form of 5.625% Notes due 2040. 5.1 Opinion of Mayer Brown LLP regarding the Euro Notes. 5.2 Opinion of Mayer Brown LLP regarding the Sterling Notes. 23.1 Consent of Mayer Brown LLP regarding the Euro Notes (included in Exhibit 5.1). 23.2 Consent of Mayer Brown LLP regarding the Sterling Notes (included in Exhibit 5.2). 104 Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document.

SIGNATURES

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

View Full Filing

View this 8-K filing on SEC EDGAR