8-KOther Events

Prologis, Inc. 8-K Report (Nov 12, 2003)

Filed November 12, 2003For Securities:PLDPLDGP

Summary

Prologis, Inc. (PLD), through its operating partnership AMB Property, L.P., announced a public offering of 2,000,000 shares of its 6 ¾% Series M Cumulative Redeemable Preferred Stock. This offering, expected to close on November 25, 2003, aims to raise approximately $47.975 million in net proceeds. These funds will be used to redeem outstanding Series B Preferred Units of the operating partnership and for general corporate purposes, strengthening the company's capital structure. Additionally, the operating partnership recently issued $75 million in senior unsecured notes under its medium-term note program, indicating proactive management of its debt facilities. The company also provided an update on the application of SFAS No. 144, which requires separate reporting of discontinued operations. While this accounting change will affect prior period reporting, it will not impact previously reported financial position, net income, or cash flows. Prologis has been actively divesting properties, selling 2.6 million square feet for approximately $244.3 million during the first nine months of 2003, demonstrating a focus on portfolio optimization.

Key Highlights

  • 1Public offering of 2,000,000 shares of 6 ¾% Series M Cumulative Redeemable Preferred Stock at $25.00 per share.
  • 2Expected net proceeds of approximately $47.975 million from the preferred stock offering.
  • 3Proceeds to be used for redeeming Series B Cumulative Redeemable Preferred Limited Partnership Units and general corporate purposes.
  • 4Operating partnership issued $75 million in senior unsecured notes under its medium-term note program.
  • 5Company is updating financial reporting to comply with SFAS No. 144 for discontinued operations.
  • 6Sold approximately 2.6 million square feet of property for $244.3 million in the first nine months of 2003.
  • 7Intention to list Series M preferred stock on the NYSE under the symbol 'AMB – PrM'.

Frequently Asked Questions

The primary purpose of the Series M Preferred Stock offering is to raise capital to redeem the operating partnership's outstanding 8 5/8% Series B Cumulative Redeemable Preferred Limited Partnership Units and for general corporate purposes. This aims to optimize the company's capital structure.

The Series M Preferred Stock will pay quarterly dividends of 6 ¾% commencing January 15, 2004. It is redeemable starting November 25, 2008, at $25.00 per share plus accumulated dividends. It has no stated maturity, sinking fund, or mandatory redemption features, and is not convertible.

SFAS No. 144 requires separate reporting of discontinued operations. While this will change the presentation of historical operating results for properties sold, it will not affect Prologis' previously reported financial position, net income, or cash flows. The company expects to report these changes in its next quarterly or annual filing.

In the first nine months of 2003, Prologis sold properties totaling approximately 2.6 million square feet for $244.3 million. Additionally, the operating partnership recently issued $75 million of senior unsecured notes under its medium-term note program, with $325 million still available under this program.