SAN FRANCISCO, Nov. 10, 2015 /PRNewswire/ -- Prologis, Inc.
(NYSE: PLD) announced today the determination of the Total
Consideration for the five series of notes of its operating
subsidiary, Prologis, L.P. ("Prologis") and its indirect wholly
owned subsidiary, Prologis (the "Trust") listed in the table below
(the "Notes") in connection with Prologis' previously announced
cash tender offer (the "Tender Offer") for the maximum aggregate
principal amount of the Notes that it can purchase for $200 million, including accrued but unpaid
interest ("Accrued Interest") but excluding fees and
expenses. The terms and conditions of the Tender Offer are
described in the Offer to Purchase dated October 27, 2015 (the "Offer to Purchase") and
the related Letter of Transmittal (together, the
"Offer").
Prologis also announced that it has increased the amount that it
will pay to purchase Notes pursuant to the Tender Offer, including
Accrued Interest but excluding fees and expenses, from $200 million to $300
million (as so increased, the "Maximum Tender Amount").
Except for the increase in the Maximum Tender Amount, all other
terms and conditions of the Tender Offer, as previously announced,
remain unchanged.
The applicable Reference Yield, Fixed Spread, Tender Offer
Yield, Early Tender Payment and Total Consideration for each series
of the Notes are set forth in the following table:
CUSIP
Number
|
Title of
Security
|
U.S. Treasury
Reference Security
|
Reference
Yield
|
Fixed Spread (basis
points)
|
Tender Offer
Yield
|
Tender Offer
Consideration(1)
|
Early Tender
Payment(1)(2)
|
Total
Consideration(1)(2)
|
74340X AU5
|
Prologis, L.P. 6.875%
Notes due March 15, 2020
|
1.375% due September
30, 2020
|
1.727%
|
95
|
2.677%
|
$1,130.42
|
$30.00
|
$1,160.42
|
743410 AW2
|
Trust 6.875% Notes
due March 15, 2020
|
1.375% due September
30, 2020
|
1.727%
|
95
|
2.677%
|
$1,130.42
|
$30.00
|
$1,160.42
|
74340X AN1
|
Prologis, L.P. 7.375%
Notes due October 30, 2019
|
1.375% due September
30, 2020
|
1.727%
|
90
|
2.627%
|
$1,146.19
|
$30.00
|
$1,176.19
|
743410 AV4
|
Trust 7.375% Notes
due October 30, 2019
|
1.375% due September
30, 2020
|
1.727%
|
90
|
2.627%
|
$1,146.19
|
$30.00
|
$1,176.19
|
00163M AK0
|
Prologis, L.P. 6.625%
Notes due December 1, 2019
|
1.375% due September
30, 2020
|
1.727%
|
95
|
2.677%
|
$1,119.40
|
$30.00
|
$1,149.40
|
|
(1) Per $1,000
principal amount of Notes validly tendered and accepted for
purchase. Does not include Accrued Interest, which will be
paid on Notes accepted for purchase.
(2) The Early
Tender Payment is included in the Total Consideration for Notes
validly tendered and not validly withdrawn in the Tender Offer at
or prior to the Early Tender Time (as defined below).
|
The Total Consideration payable for each $1,000 principal amount of each series of Notes,
validly tendered at or prior to 5:00
pm, New York City (NYC)
time on November 9, 2015 (the "Early
Tender Time") and accepted for purchase, which includes the
applicable Early Tender Payment, is shown in the table above.
The Total Consideration was determined in the manner described in
the Offer to Purchase, by reference to the applicable fixed spread
over the yield based on the bid-side price of the applicable U.S.
Treasury Reference Security in the table above, calculated as of
11:00 am, NYC time, today,
November 10, 2015. In addition
to the Total Consideration, as applicable, Prologis will also pay
Accrued Interest on the Notes validly tendered and accepted for
purchase from the last applicable interest payment date to, but not
including, the Tender Offer settlement date. The Tender Offer is
scheduled to expire at 11:59 pm, NYC
time, on November 24, 2015 (the
"Expiration Time"), unless extended or earlier terminated by
Prologis, in its sole discretion. The Tender Offer settlement
date is expected to be November 25,
2015, unless the Tender Offer is extended or earlier
terminated by Prologis, in its sole discretion.
Holders of Notes subject to the Tender Offer who validly tender
their Notes after the Early Tender Time and at or prior to the
Expiration Time will be eligible to receive the applicable tender
offer consideration, which is the Total Consideration minus the
Early Tender Payment, as described in the Offer to Purchase.
The applicable Total Consideration or tender offer consideration
will only be paid to holders of tendered Notes that
are subject to the Tender Offer to the extent that Prologis
accepts such Notes for purchase. As the Early Tender Time has
passed, holders of Notes may not withdraw their tendered Notes from
the Tender Offer, subject to applicable law. The amount of each
series of Notes that is purchased in the Tender Offer will be based
on the Maximum Tender Amount and the order of priority for such
series, as set forth in the Offer to Purchase. The
principal amount of a series of Notes accepted for purchase in the
Tender Offer may be prorated as set forth in the Offer to Purchase.
The Tender Offer is subject to the satisfaction of certain
conditions set forth in the Offer to Purchase and the related
Letter of Transmittal. On October 30,
2015, Prologis completed an offering of notes in an amount
sufficient to satisfy the financing condition in the Offer to
Purchase.
The Dealer Managers for the Maximum Tender Offer are Goldman,
Sachs & Co. and J.P. Morgan. Questions regarding the
Tender Offer may be directed to Goldman Sachs at 800-828-3182
(toll-free) or 212-357-1039 (collect); or J.P. Morgan at
866-834-4666 (toll-free) or (212) 834-3424 (collect). The
complete terms and conditions of the Maximum Tender Offer are set
forth in the Offer to Purchase and the Letter of Transmittal,
copies of which may be obtained from Global Bondholder Services
Corporation, the Information Agent for the Offer, by calling
866-470-4200 (toll-free) or 212-430-3774 (collect).
This press release is neither an offer to purchase, nor a
solicitation of an offer to sell the Notes or any other
securities. Prologis is making the Tender Offer only by, and
pursuant to, the terms of the Offer to Purchase and the related
Letter of Transmittal. The Tender Offer is not being made in
any jurisdiction in which the making of or acceptance thereof would
not be in compliance with the securities laws, blue sky laws or
other laws of such jurisdiction. None of Prologis, Prologis,
Inc., the Trust, its trustees, the Dealer Managers, the Depositary
or the Information Agent or any of their respective affiliates make
any recommendation as to whether holders should tender or refrain
from tendering their Notes. Holders must make their own
decision as to whether to tender Notes and, if so, the principal
amount of the Notes to tender.
ABOUT PROLOGIS
Prologis, Inc. is the global leader in industrial real estate.
As of September 30, 2015, Prologis
owned or had investments in, on a wholly owned basis or through
co-investment ventures, properties and development projects
expected to total approximately 671 million square feet (62 million
square meters) in 21 countries. The company leases modern
distribution facilities to more than 5,200 customers, including
third-party logistics providers, transportation companies,
retailers and manufacturers.
FORWARD-LOOKING STATEMENTS
The statements in this document 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. These forward-looking
statements are based on current expectations, estimates and
projections about the industry and markets in which Prologis
operates, management's beliefs and assumptions made by management.
Such statements involve uncertainties that could significantly
impact Prologis' financial results. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are
intended to identify such forward-looking statements, which
generally are not historical in nature. All statements that
address operating performance, events or developments that we
expect or anticipate will occur in the future — including
statements relating to rent and occupancy growth, development
activity and changes in sales or contribution volume of properties,
disposition activity, general conditions in the geographic areas
where we operate, our debt and financial position, 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 the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. Some of the factors that may
affect outcomes and results include, but are not limited to: (i)
national, international, regional and local economic climates, (ii)
changes in financial markets, interest rates and foreign currency
exchange rates, (iii) increased or unanticipated competition for
our properties, (iv) risks associated with acquisitions,
dispositions and development of properties, (v) maintenance of real
estate investment trust ("REIT") status and tax structuring, (vi)
availability of financing and capital, the levels of debt that we
maintain and our credit ratings, (vii) risks related to our
investments in our co-investment ventures and funds, including our
ability to establish new co-investment ventures and funds, (viii)
risks of doing business internationally, including currency risks,
(ix) environmental uncertainties, including risks of natural
disasters, and (x) those additional factors discussed in reports
filed with the Securities and Exchange Commission by Prologis under
the heading "Risk Factors." Prologis undertakes no duty to update
any forward-looking statements appearing in this document.
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SOURCE Prologis, Inc.