8-KMaterial AgreementsFinancial EventsExhibits & Filings

Prologis, Inc. 8-K Report, Material Agreement (Aug 31, 2023)

Filed August 31, 2023For Securities:PLDPLDGP

Summary

Prologis, Inc. (PLD) filed an 8-K on August 31, 2023, to report the entry into a material definitive agreement and the creation of a direct financial obligation. Specifically, on August 25, 2023, a Japanese subsidiary, Prologis Marunouchi Finance Investment Limited Partnership, entered into the Seventh Amended and Restated Revolving Credit Agreement (the "Yen Revolver") with various lenders. The Operating Partnership, Prologis, L.P., is acting as guarantor for this facility. This filing is significant as it details a new credit facility denominated in Japanese Yen, initially up to JPY 58.5 billion, with an option to increase to JPY 75.0 billion. The facility matures on August 25, 2027, with a one-year extension option. The pricing is variable, based on Prologis, L.P.'s public debt ratings, starting at 34 basis points spread over TIBOR. This provides Prologis with enhanced liquidity and flexibility for its Japanese operations and potential future investments in the region.

Key Highlights

  • 1Prologis subsidiary entered into a Seventh Amended and Restated Revolving Credit Agreement (Yen Revolver) for JPY 58.5 billion.
  • 2The credit facility has an option to be increased to JPY 75.0 billion.
  • 3The maturity date is August 25, 2027, with a one-year extension option.
  • 4Pricing is variable, based on public debt ratings, with an initial spread of 34 basis points over TIBOR.
  • 5Prologis, L.P. (the Operating Partnership) is providing a guarantee for the obligations under the Yen Revolver.
  • 6The agreement includes customary representations, covenants, and default provisions, including a cross-acceleration clause for significant indebtedness.
  • 7Additional subsidiaries of the Operating Partnership can become borrowers under this facility.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce Prologis's entry into a material definitive agreement, specifically the Seventh Amended and Restated Revolving Credit Agreement (the "Yen Revolver"), and to disclose the creation of a direct financial obligation associated with this new credit facility for its Japanese operations.

The initial borrowing capacity under the Yen Revolver is JPY 58.5 billion. Prologis, L.P. has the option to increase this availability to JPY 75.0 billion by adding new lenders or securing increased commitments from existing ones.

The Yen Revolver is scheduled to mature on August 25, 2027. However, the Operating Partnership has the option, subject to paying an extension fee, to extend the maturity date by one year to August 25, 2028.

The pricing, including the spread over TIBOR and applicable rates for facility and letter of credit fees, is variable and depends on the public debt ratings of Prologis, L.P. from time to time. As of the closing date, the spread was 34 basis points.