8-KMaterial AgreementsFinancial EventsExhibits & Filings

Prologis, Inc. 8-K Report, Material Agreement (Mar 6, 2019)

Filed March 6, 2019For Securities:PLDPLDGP

Summary

Prologis, Inc. (PLD) has announced the entry into a new JPY 85 billion (approximately $760 million based on March 2019 exchange rates) Term Loan Agreement through its Japanese subsidiary, Prologis GK Holdings Y.K. This new facility, maturing in March 2026, is secured by a guarantee from Prologis, L.P. (the Operating Partnership) and carries pricing that is variable based on the Operating Partnership's public debt ratings, implying a focus on maintaining credit quality. The primary purpose of this loan is to refinance existing indebtedness of the subsidiary, indicating a strategic move to optimize the company's debt structure and potentially secure more favorable terms or extend maturity profiles. The agreement includes customary covenants and default provisions, with a cross-acceleration clause tied to other significant recourse indebtedness, emphasizing prudent financial management and risk mitigation. While Prologis, Inc. itself is not directly guaranteeing this loan initially, its guarantee would be triggered by incurring new indebtedness or guarantees, aligning with its overall corporate credit profile.

Key Highlights

  • 1Prologis' Japanese subsidiary, Prologis GK Holdings Y.K., secured an JPY 85 billion (approx. $760 million) Term Loan.
  • 2The loan matures on March 4, 2026, providing medium-term financing.
  • 3Prologis, L.P. (the Operating Partnership) acts as a guarantor for the loan.
  • 4Loan pricing is variable and linked to the public debt ratings of Prologis, L.P.
  • 5Proceeds will be used to repay existing indebtedness of the subsidiary, suggesting debt refinancing.
  • 6The agreement includes standard covenants and default clauses, with a cross-acceleration provision for significant indebtedness.
  • 7Prologis, Inc. has conditional guarantee obligations tied to future debt or guarantee issuances.

Frequently Asked Questions

The primary purpose of the new Yen Term Loan is to repay all outstanding indebtedness of Prologis GK Holdings Y.K. under a previous term loan agreement dated August 18, 2016. This indicates a debt refinancing strategy by Prologis.

The loan is issued to Prologis GK Holdings Y.K. (the Borrower). Prologis, L.P. (the Operating Partnership) has unconditionally guaranteed the obligations of the Borrower. Prologis, Inc. itself is not directly guaranteeing this loan unless it incurs new indebtedness or guarantees in the future.

The pricing for the Yen Term Loan, including the spread over LIBOR, will vary based on the public debt ratings of Prologis, L.P. This means the cost of borrowing can fluctuate depending on the company's creditworthiness as assessed by rating agencies.

The initial amount of the Yen Term Loan is JPY 85,000,000,000. However, the Operating Partnership has the option to increase this amount up to a total of JPY 120,000,000,000 by adding lenders or securing additional commitments from existing lenders.