What are the key features of the Class B Common Limited Partnership Units issued by AMB Property II, L.P.?

The Class B units are entitled to receive cumulative preferential distributions that rank senior to Class A common units but junior to preferred units. They can be redeemed for cash or exchanged for Prologis common stock on a one-for-one basis starting November 14, 2004, subject to certain restrictions.

When can holders of Class B units redeem them or exchange them for Prologis stock?

Holders can exercise their redemption or exchange rights beginning November 14, 2004. The exchange is on a one-for-one basis for Prologis common stock, subject to adjustments.

Are there any restrictions on the redemption or exchange of Class B units?

Yes, the redemption and exchange rights are subject to restrictions on ownership and transfers to ensure Prologis maintains its qualification as a Real Estate Investment Trust (REIT). Additionally, the general partner's consent is required for redemptions/exchanges of less than 10,000 units or all held units, and for redemptions prior to a distribution record date.

What are the implications of the registration rights granted for the Class B units?

Prologis has granted registration rights, meaning they will file a registration statement to allow holders to sell the Prologis common stock received upon exchange. This ensures that these shares are liquid and can be sold in the public market, which could lead to increased supply of PLD shares in the future.

PLD/PLDGP 8-K SEC Disclosure

Summary

Prologis, Inc. (PLD) filed an 8-K on November 17, 2003, to report on the issuance of Class B Common Limited Partnership Units by its subsidiary, AMB Property II, L.P., on November 14, 2003. These units were issued in exchange for the contribution of certain properties. The Class B units have specific distribution preferences and ranking relative to other partnership units, being senior to Class A units but junior to preferred units. Crucially for investors, these Class B units are redeemable for cash by the holders starting November 14, 2004, or can be exchanged for PLD common stock on a one-for-one basis, subject to certain conditions and REIT qualification restrictions. Prologis has also granted registration rights for shares issuable upon exchange, ensuring future liquidity for these units and potential dilution for common stockholders.

Key Highlights

1Issuance of Class B Common Limited Partnership Units by AMB Property II, L.P. on November 14, 2003.
2Class B units are entitled to cumulative preferential distributions.
3Class B units rank senior to Class A common units and junior to preferred units of AMB Property II, L.P.
4Holders can redeem Class B units for cash or exchange them for Prologis (PLD) common stock starting November 14, 2004.
5Redemption and exchange are subject to PLD's REIT qualification requirements.
6Prologis has granted registration rights for shares issuable upon exchange of Class B units.
7The filing includes the Twelfth Amended and Restated Agreement of Limited Partnership of AMB Property II, L.P.

Prologis, Inc. 8-K Report (Nov 17, 2003)

Summary

Key Highlights

Frequently Asked Questions