Prologis, Inc. Files 8-K for Financial Obligation

TL;DR

Prologis just filed an 8-K for a new financial obligation. Keep an eye on their debt levels.

AI Summary

On February 4, 2025, Prologis, Inc. filed an 8-K, reporting the creation of a direct financial obligation. The filing also includes information on other events and financial statements and exhibits. Prologis, Inc. is a real estate investment trust based in San Francisco, California.

Why It Matters

This filing indicates Prologis has entered into a new financial commitment, which could impact its financial structure and future investment capacity.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation can introduce new risks related to debt servicing and financial leverage.

Key Players & Entities

• Prologis, Inc. (company) — Filer
• Prologis, L.P. (company) — Related Filer
• 0001104659-25-008890 (filing_id) — Accession Number
• 20250204 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — stered Prologis, Inc. Common Stock, $0.01 par value PLD New York Stock Exchan
• $750,000,000 — ting Partnership priced an offering of C$750,000,000 aggregate principal amount of its 4.200
• $742.6 million — ses, are estimated to be approximately C$742.6 million. The Operating Partnership intends to u

Filing Documents

• tm255152d1_8k.htm (8-K) — 56KB
• tm255152d1_ex1-1.htm (EX-1.1) — 230KB
• tm255152d1_ex4-1.htm (EX-4.1) — 39KB
• tm255152d1_ex4-2.htm (EX-4.2) — 56KB
• tm255152d1_ex5-1.htm (EX-5.1) — 12KB
• tm255152d1_ex1-1img001.jpg (GRAPHIC) — 19KB
• tm255152d1_ex5-1img001.jpg (GRAPHIC) — 13KB
• 0001104659-25-008890.txt ( ) — 768KB
• pld-20250204.xsd (EX-101.SCH) — 4KB
• pld-20250204_def.xml (EX-101.DEF) — 28KB
• pld-20250204_lab.xml (EX-101.LAB) — 38KB
• pld-20250204_pre.xml (EX-101.PRE) — 26KB
• tm255152d1_8k_htm.xml (XML) — 12KB

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, L.P. (the "Operating Partnership") expects that it will close the issuance and sale of the Notes (defined below) on February 4, 2025. The information under Item 8.01 is incorporated herein by reference.

01 Other Events

Item 8.01 Other Events. On January 28, 2025, the Operating Partnership priced an offering of C$750,000,000 aggregate principal amount of its 4.200% Notes due 2033 (the "Notes"). In connection with the offering, the Operating Partnership entered into an Underwriting Agreement, dated January 28, 2025 (the "Underwriting Agreement"), with Scotia Capital Inc. and TD Securities Inc., as the underwriters (the "Underwriters"), pursuant to which the Operating Partnership 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 June 8, 2011 (the "Base Indenture"), among Prologis, Inc. (the "Parent"), the Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 and the ninth supplemental indenture, dated as of November 3, 2022 (the Base Indenture, as supplemented by the fifth supplemental indenture and ninth supplemental indenture, the "Indenture"). The net proceeds to the Operating Partnership from the sale of the Notes, after the Underwriters' discount and offering expenses, are estimated to be approximately C$742.6 million. The Operating Partnership intends to use the net proceeds of the offering for general corporate purposes, including, but not limited to, the repayment of borrowings under its global lines of credit and possibly other debt. The Notes will bear interest at a rate of 4.200 % per annum and mature on February 15, 2033 . The Notes will be senior unsecured obligations of the Operating Partnership. At any time prior to November 15, 2032 (the "Par Call Date"), the Notes will be redeemable in whole at any time or in part from time to

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 January 28, 2025, between Prologis, L.P., Scotia Capital Inc. and TD Securities Inc. 4.1 Form of Officers' Certificate related to the 4.200% Notes due 2033. 4.2 Form of 4.200% Notes due 2033. 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.

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. By: /s/ Anne DeMarco Date: February 4, 2025 Name: Anne DeMarco Title: Vice President and Assistant Secretary PROLOGIS, L.P. By: Prologis, Inc., its General Partner By: /s/ Anne DeMarco Date: February 4, 2025 Name: Anne DeMarco Title: Vice President and Assistant Secretary

View Full Filing

View this 8-K filing on SEC EDGAR