Prologis announces early exchange results, extends premium to end

Chicago, Sept. 14 – Prologis Inc.’s operating partnership Prologis, LP announced the early participation results from a nine-series exchange offer for notes issued by Duke Realty LP and a related consent solicitation to amend the indentures governing those notes, according to a press release on Wednesday evening.

The company received the requisite consents.

Prologis is also extending the full exchange offer to the expiration date, including the early participation premium.

For noteholders who tender their Duke Realty notes, they will receive 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. The issuer on the notes post-exchange will be Prologis, LP.

Previously, 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 are readying their $26 billion all-stock combination, expected to close in the fourth quarter.

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

Early results

From the nine series in the $3,375,000,000 exchange offer, noteholders tendered a total of $3.22 billion broken into the following amounts:

• $357,969,000, or 95.46%, of the $375 million 3.25% senior notes due June 30, 2026 (Cusip: 26441YAZ0);

• $447,549,000, or 94.22%, of the $75 million 3.375% senior notes due Dec. 15, 2027 (Cusip: 26441YBA4);

• $50 million, or 100.00%, of the $50 million 7.25% senior notes due June 15, 2028 (Cusip: 26441QAC8);

• $429,594,000, or 95.47%, of the $450 million 4% senior notes due Sept. 15, 2028 (Cusip: 26441YBB2);

• $364,206,000, or 91.05%, of the $400 million 2.875% senior notes due Nov. 15, 2029 (Cusip: 26441YBC0);

• $322,559,000, or 92.16%, of the $350 million 1.75% senior notes due July 1, 2030 (Cusip: 26441YBE6);

• $441,023,000, or 98.01%, of the $450 million 1.75% senior notes due Feb. 1, 2031 (Cusip: 26441YBF3);

• $485,465,000, or 97.09%, of the $500 million 2.25% senior notes due Jan. 15, 2032 (Cusip: 264414AX1); and

• $322,411,000, or 99.2%, of the $325 million 3.05% senior notes due March 1, 2050 (Cusip: 26441YBD8).

Details

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

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 Tenders and consents may be withdrawn at any time before the final expiration date.

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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