Prologis wraps exchange offer for notes issued by Duke Realty

By Wendy Van Sickle

Columbus, Ohio, Oct. 6 – Prologis Inc. operating partnership Prologis, LP settled its exchange offers and consent solicitation for notes issued by Duke Realty LP, according to a press release.

Previously, the company had received the requisite consents in the related consent solicitations.

Tender results

For the nine series in the $3,375,000,000 exchange offer, Prologis, LP issued the following notes:

• $358,336,000 3.25% senior notes due June 30, 2026;

• $449,764,000 3.375% senior notes due Dec. 15, 2027;

• $50 million 7.25% senior notes due June 15, 2028;

• $430,597,000 4% senior notes due Sept. 15, 2028;

• $364,252,000 2.875% senior notes due Nov. 15, 2029;

• $326,086,000 1.75% senior notes due July 1, 2030;

• $442,273,000 1.75% senior notes due Feb. 1, 2031

• $486,565,000 2.25% senior notes due Jan. 15, 2032; and

• $322,411,000 3.05% senior notes due March 1, 2050.

Noteholders who tendered their Duke Realty notes received an even exchange in terms of the par value, interest rate, interest payment dates, redemption terms and maturity date. They will also receive $1 in cash.

Previously, before an amendment to the offer, noteholders who tendered after the early deadline were due $970 in new notes per $1,000 note plus the $1 in cash.

Tendering noteholders were deemed to have delivered consents to the applicable proposed amendments.

Non-tendering holders will be governed by the amended terms.

The indentures will now have less restrictive terms and afford reduced protections to the noteholders compared to the current Duke Realty indentures.

The companies were getting ready for their $26 billion all-stock combination. The merger closed on Oct. 3.

The exchange offers and consent solicitations were conditioned upon the completion of the merger.

The early expiration date was 5 p.m. ET on Sept. 14.

The final expiration time was 5 p.m. ET on Oct. 4. Tenders and consents could be withdrawn at any time before the final expiration date.

Settlement occurred on Oct. 6.

TD Securities (USA) LLC (866 584-2096, 212 827-2842, LM@tdsecurities.com) and Wells Fargo Securities, LLC (866 309-6316, 704 410-4759, liabilitymanagement@wellsfargo.com) are serving as the dealer managers.

D.F. King & Co., Inc. (866 864-7961, 212 269-5550, duke@dfking.com) is the information and exchange agent for the offers.

Prologis is a logistics real estate company based in San Francisco.

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