8-KMaterial AgreementsFinancial EventsExhibits & Filings

Prologis, Inc. 8-K Report, Material Agreement (Jun 9, 2011)

Filed June 9, 2011For Securities:PLDPLDGP

Summary

Prologis, Inc. (PLD) filed this 8-K report on June 8, 2011, to announce the consummation of a significant merger transaction that occurred on June 2-3, 2011. The company, formerly known as AMB Property Corporation, merged with ProLogis and subsequently changed its name to Prologis, Inc. This strategic combination of two industrial real estate giants is expected to create a leading global player in the logistics real estate sector. The filing also details the company's updated financing arrangements post-merger. Prologis and its operating partnership have entered into a new Global Senior Credit Facility totaling approximately $1.75 billion, maturing in June 2015 with an option to extend. Additionally, a Yen Revolver facility of JPY36.5 billion and amendments to an existing Euro Term Loan Agreement are in place to support international operations. The company also terminated prior credit agreements, indicating a streamlined and consolidated debt structure following the merger.

Key Highlights

  • 1Consummation of the merger between AMB Property Corporation (now Prologis, Inc.) and ProLogis, creating a larger industrial REIT.
  • 2Introduction of a new Global Senior Credit Facility of approximately $1.75 billion, providing significant liquidity and flexibility.
  • 3Maturity date for the Global Senior Credit Facility is June 3, 2015, with a potential extension to June 3, 2016.
  • 4Secured a JPY36.5 billion Yen Revolver facility to support international operations, with potential for an extension.
  • 5Amended Euro Term Loan Agreement to align covenants with the new Global Facility.
  • 6Termination of prior revolving credit agreements, signifying a simplification of the company's debt structure.
  • 7The Twelfth Supplemental Indenture was executed to address convertible notes and adjustments related to the merger, with approximately $4.6 billion in Old ProLogis Notes outstanding as of June 6, 2011.

Frequently Asked Questions

The merger created a significantly larger and more dominant global industrial real estate company. By combining their portfolios and operations, Prologis aims to achieve greater scale, operational efficiencies, and a stronger market position in the logistics and distribution sector.

The new Global Senior Credit Facility provides up to approximately $1.75 billion in revolving credit and letter of credit facilities. It matures on June 3, 2015, with an option to extend for an additional year, and its pricing is tied to Prologis' public debt ratings. This facility is crucial for the company's ongoing operational needs and strategic flexibility.

This 8-K indicates a significant restructuring of Prologis' debt. The company has entered into new, larger credit facilities and has terminated older, separate credit agreements. This consolidation aims to simplify its debt profile, improve access to capital, and align its financial obligations post-merger.

The Twelfth Supplemental Indenture addresses changes and adjustments related to Prologis' convertible notes as a result of the merger. These adjustments include modifications to conversion rates and other terms to account for the combination of the two companies. As of June 6, 2011, approximately $4.6 billion in Old ProLogis Notes were outstanding.