Prologis Announces Early Tender Results, Early Settlement Date and Increase of the 2024 Note Tender Cap in Its Pending Cash Tender Offer

• Published Month : Saturday, 27 Jun 2020 11:00 am

The terms and conditions of the Tender Offer are described in the Offer to Purchase dated June 15, 2020 (the "Offer to Purchase").  The Tender Offer is scheduled to expire at 5:00 pm, New York City time, on July 14, 2020 (the "Expiration Time"), unless extended or earlier terminated by Prologis, at its sole discretion. However, because the aggregate principal amount of the 2024 Notes validly tendered at or prior to the Early Tender Time equals the Sub-Cap, as amended hereby, no tenders of 2024 Notes submitted after the Early Tender Time will be accepted for purchase in the Tender Offer.

Prologis, Inc. announced today that, pursuant to the previously announced cash tender offer (the "Tender Offer") by its operating subsidiary, Prologis, L.P. ("Prologis"), for up to €350,000,000 aggregate principal amount (the "Maximum Tender Amount") of the specified series of its outstanding debt listed in the table below (such notes collectively, the "Notes"), €313,084,000 aggregate principal amount of Notes was validly tendered at or prior to 5:00 pm, New York City time, on June 26, 2020 (the "Early Tender Time"). Prologis, Inc. also announced that the early settlement date for the Tender Offer is anticipated to be June 30, 2020 (the "Early Settlement Date") for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase. In addition, Prologis has exercised its discretion to increase the Sub-Cap for the 2024 Notes (as defined below) from €100,000,000 to €100,486,000 aggregate principal amount in order to accept for purchase the entire amount of 2024 Notes validly tendered at or prior to the Early Tender Time.

The table below sets forth certain information regarding the Notes and the Tender Offer, including the aggregate principal amount of each series of Notes that was validly tendered at or prior to the Early Tender Time and the principal amount of each series of Notes expected to be accepted for purchase.

CUSIP/ISIN Numbers	Title of Security	Aggregate Principal Amount Outstanding Prior to the Tender Offer	Sub-Cap	Acceptance Priority Level	Aggregate Principal Amount Tendered at or Prior to the Early Tender Time	Aggregate Principal Amount Expected to be Accepted for Purchase
74340X AZ4 / XS0999296006	Prologis, L.P. 3.000% Notes due January 18, 2022 (the "2022 Notes")	€700,000,000	N/A	1	€212,598,000	€212,598,000
74340X BA8 / XS1031555094	Prologis, L.P. 3.375% Notes due February 20, 2024 (the "2024 Notes")	€700,000,000	€100,486,000 (increased from original Sub-Cap of 100,000,000)	2	€100,486,000	€100,486,000

The terms and conditions of the Tender Offer are described in the Offer to Purchase dated June 15, 2020 (the "Offer to Purchase").  The Tender Offer is scheduled to expire at 5:00 pm, New York City time, on July 14, 2020 (the "Expiration Time"), unless extended or earlier terminated by Prologis, at its sole discretion. However, because the aggregate principal amount of the 2024 Notes validly tendered at or prior to the Early Tender Time equals the Sub-Cap, as amended hereby, no tenders of 2024 Notes submitted after the Early Tender Time will be accepted for purchase in the Tender Offer.

On the Early Settlement Date, holders whose Notes are accepted for purchase will receive the total consideration of (i) €1,040.00 for each €1,000 principal amount of the 2022 Notes and (ii) €1,110.00 for each €1,000 principal amount of the 2024 Notes, which includes an early tender payment equal to €30.00 per €1,000 principal amount of the Notes, as described in the Offer to Purchase. Holders of 2022 Notes who validly tender their notes after the Early Tender Time and at or prior to the Expiration Time will be eligible to receive the tender offer consideration of €1,010.00 for each €1,000 principal amount of the 2022 Notes, which is the total consideration minus the early tender payment, as described in the Offer to Purchase. The applicable consideration will only be paid to holders of tendered Notes to the extent that Prologis accepts such Notes for purchase.  In addition to the total consideration or tender offer consideration, as applicable, Prologis will also pay accrued but unpaid interest with respect to tendered Notes accepted for purchase from the applicable last interest payment date to, but not including, the Early Settlement Date or, with respect to 2022 Notes tendered after the Early Tender Time and accepted for purchase, the final settlement date, which is expected to be July 16, 2020, unless the Tender Offer is extended or earlier terminated by Prologis, at its sole discretion.

The Dealer Managers for the Tender Offer are Citigroup Global Markets Inc. and J.P. Morgan Securities plc. Questions regarding the Tender Offer may be directed to Citigroup Global Markets at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); or J.P. Morgan at: (866) 834-4666 (U.S. toll-free), +44 20 7134 2468 (non-U.S.) or (212) 834-3424 (collect). Copies of the Offer to Purchase may be obtained from the Information Agent, Global Bondholder Services Corporation at 866-470-4200 (toll-free) or 212-430-3774 (collect) or in writing at 65 Broadway, Suite 404, New York, NY 10006.

The Tender Offer is subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including a financing condition. The financing condition described in the Offer to Purchase was satisfied on June 24, 2020, upon the consummation of an offering of senior debt securities by Prologis Yen Finance, LLC, an indirect wholly owned subsidiary of Prologis. If any of the other conditions are not satisfied, Prologis will not be obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes and may terminate the Tender Offer, in each event subject to applicable laws. The Tender Offer is not conditioned on the tender of a minimum principal amount of notes. Prologis is not soliciting consents from holders of notes in connection with the Tender Offer.