false
0001045609
PROLOGIS, INC.
PROLOGIS, L.P.
0001045610
false
8-K
2024-07-18
false
false
false
false
false
Pier 1
Bay 1
San Francisco
California
94111
415
394-9000
0001045609
2024-07-18
2024-07-18
0001045609
pld:PrologisLPMember
2024-07-18
2024-07-18
0001045609
us-gaap:CommonStockMember
2024-07-18
2024-07-18
0001045609
pld:Notes3.000PercentDue2026Member
pld:PrologisLPMember
2024-07-18
2024-07-18
0001045609
pld:Notes2.250PercentDue2029Member
pld:PrologisLPMember
2024-07-18
2024-07-18
0001045609
pld:Notes5.625PercentDue2040Member
pld:PrologisLPMember
2024-07-18
2024-07-18
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 18, 2024
PROLOGIS,
INC.
PROLOGIS,
L.P.
(Exact name of registrant
as specified in charter)
Maryland
(Prologis, Inc.) |
|
001-13545
(Prologis, Inc.) |
|
94-3281941
(Prologis, Inc.) |
Delaware
(Prologis, L.P.) |
|
001-14245
(Prologis, L.P.) |
|
94-3285362
(Prologis, L.P.) |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer Identification
No.) |
Pier
1, Bay
1, San
Francisco, California |
|
94111 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrants’ Telephone Number, including
Area Code: (415) 394-9000
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange on Which
Registered |
Prologis, Inc. |
|
Common Stock, $0.01 par value |
|
PLD |
|
New York Stock Exchange |
Prologis, L.P. |
|
3.000% Notes due 2026 |
|
PLD/26 |
|
New York Stock Exchange |
Prologis, L.P. |
|
2.250% Notes due 2029 |
|
PLD/29 |
|
New York Stock Exchange |
Prologis, L.P. |
|
5.625% Notes due 2040 |
|
PLD/40 |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Co-Registrant CIK |
0001045610 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2024-07-18 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Co-Registrant Entity Emerging Growth Company |
false |
Co-Registrant AddressLine1 |
Pier 1 |
Co-Registrant AddressLine2 |
Bay 1 |
Co-Registrant City |
San Francisco |
Co-Registrant State |
California |
Co-Registrant ZipCode |
94111 |
Co-Registrant CityAreaCode |
415 |
Co-Registrant LocalPhoneNumber |
394-9000 |
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Prologis,
L.P. (the “Operating Partnership”) expects that it will close the issuance and sale of the Notes (defined below) on July 23,
2024. The information under Item 8.01 is incorporated herein by reference.
Item
8.01 Other Events.
On
July 18, 2024, the Operating Partnership priced an offering of $700,000,000 aggregate principal amount of its 5.000% Notes due 2035
(the “2035 Notes”) and an additional $400,000,000 aggregate principal amount of its 5.250% Notes due 2054 (the “2054
Notes” and, together with the 2035 Notes, the “Notes”). In connection with the offering, the Operating Partnership
entered into an Underwriting Agreement, dated July 18, 2024 (the “Underwriting Agreement”), with BofA Securities, Inc.,
Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc.,
as representatives of the several underwriters named in Schedule A thereto (the “Underwriters”), pursuant to which the Operating
Partnership agreed to sell and the Underwriters agreed to purchase the Notes, subject to and upon the terms and conditions set forth
therein. A copy of the Underwriting Agreement has been filed as an exhibit to this Current Report and is incorporated herein by reference.
The
2054 Notes constitute a further issuance of the Operating Partnership’s 5.250% Notes due 2054, of which $450,000,000 aggregate
principal amount was issued on January 25, 2024 (the “Existing 2054 Notes”). The 2054 Notes will form a single series
with, and have the same terms as, the Existing 2054 Notes (other than the initial offering price and the issue date). Upon settlement,
the 2054 Notes will have the same CUSIP/ISIN number and will trade interchangeably with the Existing 2054 Notes. Immediately after giving
effect to the issuance of the 2054 Notes, the Operating Partnership will have $850,000,000 aggregate principal amount of 5.250% Notes
due 2054 outstanding.
The
Notes are being issued under an indenture, dated as of June 8, 2011 (the “Base Indenture”), among Prologis, Inc.
(the “Parent”), the Operating Partnership and U.S. Bank Trust Company, National Association, as successor in interest to
U.S. Bank National Association, as trustee, as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 (the
Base Indenture, as supplemented by the fifth supplemental indenture, the “Indenture”).
The
net proceeds to the Operating Partnership from the sale of the Notes, after the Underwriters’ discount and offering expenses, are
estimated to be approximately $1.1 billion. The Operating Partnership intends to use the net proceeds from the offering of the notes
for general corporate purposes, including the repayment of borrowings under the U.S. Dollar tranches of its global lines of credit.
The
2035 Notes will bear interest at a rate of 5.000% per annum and mature on January 31, 2035. The 2054 Notes will bear interest at
a rate of 5.250% per annum and mature on March 15, 2054. The Notes will be senior unsecured obligations of the Operating Partnership.
The
2035 Notes and the 2054 Notes will be redeemable in whole at any time or in part from time to time, at the option of the Operating Partnership,
at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum
of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if
such Notes matured on October 31, 2034, in the case of the 2035 Notes, or September 15, 2053, in the case of the 2054 Notes
(each, the “Applicable Par Call Date” as to the applicable series of Notes) (in each case exclusive of interest accrued to
the redemption date), discounted to the redemption date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the then current Treasury Rate plus 15 basis points, in the case of the 2035 Notes, and 15 basis points, in the case of the
2054 Notes. In addition, on or after the Applicable Par Call Date, each series of Notes will be redeemable in whole at any time or in
part from time to time, at the Operating Partnership’s option, at a redemption price equal to 100% of the principal amount of the
applicable series of Notes to be redeemed. In each case, accrued and unpaid interest, if any, will be paid on the Notes being redeemed
to, but excluding, the redemption date.
The
Indenture governing the Notes restricts, among other things, the Operating Partnership’s and its subsidiaries’ ability to
incur additional indebtedness and to merge or consolidate with any other person or sell, assign, transfer, lease, convey or otherwise
dispose of substantially all of its assets.
The
Notes are being issued pursuant to the Registration Statement (File No. 333-267431) that the Operating Partnership, the Parent and
certain of their wholly-owned subsidiaries filed with the Securities and Exchange Commission (the “SEC”) relating to the
public offering from time to time of securities of the Operating Partnership, the Parent and certain of their wholly-owned subsidiaries
pursuant to Rule 415 of the Securities Act of 1933, as amended. In connection with filing with the SEC a definitive prospectus supplement,
dated July 18, 2024, and base prospectus, dated September 15, 2022, relating to the public offering of the Notes, the Operating
Partnership is filing the Underwriting Agreement, the form of the Notes and certain other exhibits with this Current Report on Form 8-K
as exhibits to such Registration Statement. See “Item 9.01 – Financial Statements and Exhibits.”
This
Current Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
Exhibit No. |
|
Description |
1.1 |
| Underwriting
Agreement, dated July 18, 2024, between Prologis, L.P., BofA Securities, Inc., Citigroup Global Markets
Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc., as representatives
of the several underwriters named in Schedule A thereto. |
|
| |
4.1 |
| Form of Officers’ Certificate
related to the 5.000% Notes due 2035. |
|
| |
4.2 |
| Form of 5.000% Notes due 2035. |
|
| |
4.3 |
| Form of Officers’ Certificate
related to the 5.250% Notes due 2054. |
|
| |
4.4 |
| Form of 5.250% Notes due 2054. |
|
| |
5.1 |
| Opinion
of Mayer Brown LLP. |
|
| |
23.1 |
| Consent
of Mayer Brown LLP (included in Exhibit 5.1). |
|
| |
104 |
| Cover Page Interactive Data File
– the cover page iXBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
PROLOGIS, INC. |
|
|
Date: July 23,
2024 |
By: |
/s/
Anne DeMarco |
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
|
|
|
|
PROLOGIS, L.P. |
|
By: Prologis, Inc., |
|
its General Partner |
|
|
Date: July 23,
2024 |
By: |
/s/
Anne DeMarco |
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant
Secretary |
Exhibit 1.1
EXECUTION VERSION
PROLOGIS, L.P., as Issuer
$700,000,000 5.000% Notes due 2035
$400,000,000 5.250% Notes due 2054
Underwriting
Agreement
Dated July 18, 2024
BofA Securities, Inc.
Citigroup Global Markets Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
Prologis, L.P.
Underwriting Agreement
July 18, 2024
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
and the several other Underwriters named in Schedule A hereto
Ladies and Gentlemen:
Introductory. Prologis, L.P., a Delaware limited partnership
(the “Issuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters,”
which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not
jointly, the respective amounts set forth in Schedule A hereto of $700,000,000 aggregate principal amount of the Issuer’s 5.000%
Notes due 2035 (the “2035 Notes”) and $400,000,000 aggregate principal amount of the Issuer’s 5.250% Notes due
2054 (the “2054 Notes” and, together with the 2035 Notes, the “Securities”). The 2054 Notes will
be part of the same series of notes as the $450,000,000 aggregate principal amount of the Issuer’s 5.250% Senior Notes Due 2054
issued on January 25, 2024 (the “Previously Issued Notes”). Except for the issue date and the issue price, the
2054 Notes will have the same terms as, rank equally with and form a single series of debt securities with the Previously Issued Notes,
and will have the same CUSIP number assigned to the Previously Issued Notes. BofA Securities, Inc., Citigroup Global Markets Inc.,
Mizuho Securities USA LLC, MUFG Securities Americas Inc. and SMBC Nikko Securities America, Inc. have agreed to act as representatives
of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the
Securities.
The Previously Issued Notes
are outstanding under, and the Securities will be issued pursuant to, an indenture, dated as of June 8, 2011 (the “Base
Indenture”), among the Issuer, Prologis, Inc., a Maryland corporation, as the parent company of the Issuer (“Prologis”),
and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture,
dated as of August 15, 2013 (the “Fifth Supplemental Indenture” and together with the Base Indenture, the “Indenture”),
providing for the issuance of debt securities in one or more series. The Securities will be issued in book-entry form and registered in
the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter
of Representations, dated as of June 3, 2011, between the Issuer and the Depositary (the “DTC Agreement”).
Prologis and the Issuer have
prepared and filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement
on Form S-3 (File No. 333-267431), including any amendments thereto, which contains a base prospectus, dated September 15,
2022 (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities and guarantees,
including the Securities, debt securities of the Issuer, Prologis Euro Finance LLC, Prologis Sterling Finance LLC and Prologis Yen Finance
LLC and other securities of Prologis under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 under
the Securities Act. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the
form in which it became effective under the Securities Act, including the documents incorporated by reference therein, and any required
information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act is called the
“Registration Statement.” The term “Prospectus” shall mean the final prospectus supplement relating
to the Securities, together with the Base Prospectus, that is first filed pursuant to Rule 424(b) after the date and time that
this Agreement is executed and delivered by the parties hereto. The term “Preliminary Prospectus” shall mean the most
recent preliminary prospectus supplement relating to the Securities, together with the Base Prospectus, that is distributed to investors
prior to the Initial Sale Time (as defined below) and filed with the Commission pursuant to Rule 424(b). Any reference herein to
the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents that are
or are deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act prior to 5:25 p.m. (New
York City time) on July 18, 2024 (the “Initial Sale Time”). All references in this Agreement to the Registration
Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy
thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).
All references in this Agreement
to financial statements and schedules and other information which is “disclosed,” “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, Preliminary Prospectus or Prospectus shall
be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated
by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case may be, prior to the Initial Sale Time;
and all references in this Agreement to amendments or supplements to the Registration Statement, Preliminary Prospectus or Prospectus
shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which is or is deemed to be incorporated by reference in the Registration Statement, Preliminary Prospectus or Prospectus, as the case
may be, after the Initial Sale Time.
The Issuer hereby confirms
its agreements with the several Underwriters as follows:
Section 1.
Representations and Warranties. The Issuer, hereby represents, warrants and covenants to each Underwriter as of the date hereof,
as of the Initial Sale Time and as of the Closing Date (in each case, a “Representation Date”), as follows:
(a) Compliance
with Registration Requirements. Prologis and the Issuer meet the requirements for use of Form S-3 under the Securities Act. The
Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the
knowledge of the Issuer, are contemplated or threatened by the Commission, and any request on the part of the Commission for additional
or supplemental information has been complied with. In addition, the Indenture has been duly qualified under the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”).
At the respective times the
Registration Statement and any post-effective amendments thereto (including the filing of Prologis’ and the Issuer’s most
recent jointly-filed Annual Report on Form 10-K with the Commission (the “Annual Report on Form 10-K”)) became
effective and at each Representation Date, the Registration Statement and any amendments thereto (i) complied and will comply in
all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the
“Securities Act Regulations”) and the Trust Indenture Act and the rules and regulations of the Commission thereunder,
and (ii) did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. At the date of the Prospectus and at the Closing Date (and with regards
to the Preliminary Prospectus, as of its date), neither the Preliminary Prospectus nor the Prospectus nor any amendments or supplements
thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the
foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which
constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act (the “Form T-1”)
and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments
or supplements thereto, made in reliance upon and in conformity with information furnished to the Issuer in writing by any Underwriter
through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any
Underwriter consists of the information described as such in Section 8(b) hereof (the “Underwriter Information”).
Each preliminary prospectus
and prospectus filed as part of the Registration Statement, as originally filed or as part of any amendment thereto, or filed pursuant
to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act Regulations and the
Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of the Securities will,
at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.
(b) Disclosure
Package. The term “Disclosure Package” shall mean (i) the Preliminary Prospectus, (ii) the issuer free
writing prospectuses as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”),
if any, identified in Annex I hereto and (iii) any other Issuer Free Writing Prospectus that the parties hereto shall hereafter
expressly agree in writing to treat as part of the Disclosure Package. As of the Initial Sale Time, (i) the Disclosure Package did
not, and (ii) each Issuer Free Writing Prospectus listed in Annex II hereof, taken together with the Disclosure Package, did not,
contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in
or omissions from the Disclosure Package based upon and in conformity with any Underwriter Information.
(c) Incorporated
Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus (i) at the time they were or hereafter are filed with the Commission, complied and will comply in all material
respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder (the “Exchange
Act Regulations”) and (ii) when read together with the other information in the Disclosure Package, at the Initial Sale
Time, and when read together with the other information in the Prospectus, at the date of the Prospectus and at the Closing Date, did
not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(d) Prologis
and the Issuer are each a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the
time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether
such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or
form of prospectus), (iii) at the time the Issuer or any person acting on the Issuer’s behalf (within the meaning, for this
clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of
Rule 163 of the Securities Act, and (iv) as of the date hereof (the “Execution Time”), each of Prologis and
the Issuer was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement
is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that initially became effective
within three years of the Execution Time; neither Prologis nor the Issuer has received from the Commission any notice pursuant to Rule 401(g)(2) of
the Securities Act objecting to use of the automatic shelf registration statement form; and neither Prologis nor the Issuer has otherwise
ceased to be eligible to use the automatic shelf registration statement form.
(e) The
Issuer is not an Ineligible Issuer. (i) At the earliest time after the filing of the Registration Statement when a bona fide
offer (as used in Rule 164(h)(2) of the Securities Act Regulations) of the Securities is first made by the Issuer or any other
offering participant, and (ii) as of the Execution Time, the Issuer was or is not an Ineligible Issuer (as defined in Rule 405
of the Securities Act).
(f) Issuer
Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion
of the public offer and sale of the Securities or until any earlier date of which the Issuer notified or notifies the Representatives,
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the
Registration Statement, the Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein that has
not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with any Underwriter Information.
(g) Distribution
of Offering Material by the Issuer. The Issuer has not distributed, and will not distribute, prior to the later of the Closing Date,
and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and
sale of the Securities other than the Preliminary Prospectus, the Prospectus, and any Issuer Free Writing Prospectus reviewed and consented
to by the Representatives and identified in Annex I and Annex II hereto.
(h) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Issuer.
(i) Authorization
of the Base Indenture and Certain Supplemental Indentures. Each of the Base Indenture and the Fifth Supplemental Indenture have been
duly authorized, executed and delivered by each of Prologis and the Issuer and constitutes a valid and binding agreement of Prologis and
the Issuer, enforceable against each of Prologis and the Issuer in accordance with its terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles.
(j) [Reserved].
(k) Authorization
of the Securities. The Securities to be purchased by the Underwriters from the Issuer are in the form contemplated by the Indenture,
have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been
duly executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase
price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws relating to or affecting the rights and remedies of creditors or by general equitable principles, and will be entitled to the benefits
of the Indenture.
(l) [Reserved].
(m) Description
of the Securities and the Indenture. The Securities and the Indenture conform in all material respects to the descriptions thereof
contained in the Disclosure Package and the Prospectus.
(n) No
Material Adverse Change. Except as otherwise disclosed in the Disclosure Package and the Prospectus, subsequent to the respective
dates as of which information is given in the Disclosure Package and the Prospectus: (i) there has been no material adverse change,
or any development involving Prologis or its subsidiaries, the Issuer or the subsidiaries of the Issuer that could reasonably be expected
to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects,
whether or not arising from transactions in the ordinary course of business of the Issuer and its consolidated subsidiaries, considered
as one entity (any such change is called a “Material Adverse Change”); (ii) the Issuer and the subsidiaries of
the Issuer, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the
ordinary course of business or entered into any material transaction or agreement not in the ordinary course of business; and (iii) except
for regular quarterly dividends on the common stock or shares or preferred stock or shares in amounts per share that are consistent with
past practice, there has been no dividend or distribution of any kind declared, paid or made by the Issuer or, except for dividends paid
to the Issuer or subsidiaries of the Issuer, any subsidiaries of the Issuer on any class of capital stock or shares or repurchase or redemption
by the Issuer or any of the subsidiaries of the Issuer of any class of capital stock or shares.
(o) Independent
Accountants. KPMG LLP, who have expressed their opinion with respect to the audited financial statements of (1) Prologis and
its consolidated subsidiaries and (2) the Issuer and its consolidated subsidiaries, in each case as of December 31, 2023 and
2022 and for the fiscal years ended December 31, 2023, 2022 and 2021, all incorporated by reference in the Registration Statement,
the Preliminary Prospectus and the Prospectus, are independent public or certified public accountants within the meaning of Regulation
S-X under the Securities Act and the Exchange Act and a registered public accounting firm within the meaning of the Sarbanes-Oxley Act
of 2002, as amended.
(p) Preparation
of the Financial Statements. The consolidated financial statements of Prologis and the Issuer, together with the related notes thereto
and related schedules incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus, present
fairly the consolidated financial position of Prologis, or the consolidated financial position of the Issuer, as applicable, as of and
at the dates indicated and the results of their respective operations and cash flows for the periods specified. Such financial statements
and related schedules have been prepared in conformity with generally accepted accounting principles as applied in the United States and
applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The summary
financial information included in the Preliminary Prospectus and the Prospectus present fairly in all material respects the information
shown therein and have been compiled on a basis consistent with that of the audited financial statements incorporated by reference in
the Registration Statement, the Preliminary Prospectus and the Prospectus. No other financial statements or supporting schedules are required
to be included or incorporated by reference in the Registration Statement.
(q) [Reserved].
(r) Organization
and Good Standing of the Issuer. The Issuer has been duly formed and is validly existing as a limited partnership in good standing
under the laws of the State of Delaware, with partnership power and authority to own, lease and operate its properties, to conduct the
business in which it is engaged or proposes to engage as described in the Disclosure Package and the Prospectus and to enter into and
perform its obligations under this Agreement, the Indenture and the Securities. The Issuer is duly qualified to transact business and
is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property
or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually
or in the aggregate, result in a Material Adverse Change. Prologis is the sole general partner of the Issuer and owns the percentage interest
in the Issuer as set forth or incorporated by reference in the Disclosure Package and the Prospectus.
(s) Incorporation
and Good Standing of Significant Subsidiaries. Each subsidiary and joint venture of the Issuer listed on Schedule B hereto (collectively,
the “Significant Subsidiaries”) has been duly incorporated or organized, as the case may be, and is validly existing
as a corporation, trust, partnership, limited liability company or other entity, as the case may be, and (except as to any general partnership)
in good standing under the laws of the jurisdiction of its incorporation or organization, as the case may be, and has the power (corporate
or other) and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and
the Prospectus. Each Significant Subsidiary is duly qualified as a foreign corporation, trust, partnership, limited liability company
or other entity to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by
reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify
or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Change. All of the issued and outstanding
capital stock and other equity interests of each Significant Subsidiary have been duly authorized and validly issued, and are fully paid
and (except for general partnership interests and directors’ qualifying shares) non-assessable; and all shares of outstanding capital
stock and other equity interests of each Significant Subsidiary held by the Issuer, directly or through subsidiaries, are owned free and
clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for the pledge of such capital stock or other interests
to secure borrowings of the Issuer or one of its wholly owned subsidiaries.
(t) Capital
Stock Matters. All of the issued and outstanding shares of capital stock of Prologis have been duly authorized and validly issued,
are fully paid and non-assessable and have been issued in compliance with federal and state securities laws.
(u) Capitalization.
The Issuer has an authorized capitalization as set forth in the Disclosure Package and the Prospectus under the heading “Capitalization”;
there are no outstanding options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or any contracts or commitments to issue or sell, any shares of common stock, any shares of capital stock of any subsidiary, or
any such warrants, convertible securities or obligations, except as set forth in the Disclosure Package and the Prospectus and except
for options granted under, or contracts or commitments pursuant to, the previous or currently existing option and other similar officer,
director, trustee or employee benefit plans of the Issuer or any of the subsidiaries of the Issuer; and there are no contracts, commitments,
agreements, arrangements, understandings or undertakings of any kind to which the Issuer is a party, or by which either of them is bound,
granting to any person the right to require Prologis or the Issuer to file a registration statement under the Securities Act with respect
to any securities of the Issuer or requiring the Issuer to include such securities with the Securities registered pursuant to any registration
statement, except as set forth in the Disclosure Package and the Prospectus.
(v) Partnership
Units of the Issuer. All of the issued and outstanding partnership units of the Issuer (the “Units”) have been
duly and validly authorized and issued and conform to the description thereof contained or incorporated by reference in the Disclosure
Package and the Prospectus. The Units owned by Prologis are owned directly by Prologis, free and clear of any security interest, mortgage,
pledge, lien, encumbrance or claim.
(w) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. None of the Issuer nor any of the subsidiaries of the Issuer
is in violation of its charter or by-laws or other similar constitutive documents, except, in the case of subsidiaries of the Issuer,
for such violations as would not, individually or in the aggregate, result in a Material Adverse Change. None of Prologis, the Issuer
nor any of the subsidiaries of the Issuer is in default (or, with the giving of notice or lapse of time or both, would be in default)
(“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument
to which Prologis, the Issuer or any of the subsidiaries of the Issuer is a party or by which it or any of them may be bound, or to which
any of the property or assets of Prologis, the Issuer or any of the subsidiaries of the Issuer is subject (each, an “Existing
Instrument”), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change.
The Issuer’s execution, delivery and performance of this Agreement and the Indenture, and the respective execution, issuance and
delivery of the Securities, the consummation of the transactions contemplated hereby, by the Indenture and by the Disclosure Package and
the Prospectus (i) have been duly authorized by all necessary corporate or other action, as the case may be, and will not result
in any violation of the provisions of the charter or by-laws or other similar constitutive documents of the Issuer or any of the subsidiaries
of the Issuer, except, in the case of subsidiaries of the Issuer that are not Significant Subsidiaries, for such violations as would not,
individually or in the aggregate, materially adversely affect the Issuer’s ability to consummate the transactions contemplated by
this Agreement or the Indenture, (ii) will not conflict with or constitute a breach of, or Default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Issuer or any of the subsidiaries of the Issuer pursuant
to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges
or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change or materially adversely affect the
Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture and (iii) will not result in
any violation of any law, administrative regulation or administrative or court decree applicable to the Issuer or any of the subsidiaries
of the Issuer, except for such violation as would not, individually or in the aggregate, result in a Material Adverse Change or materially
adversely affect the Issuer’s ability to consummate the transactions contemplated by this Agreement or the Indenture. No consent,
approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or
agency, is required for the Issuer’s execution, delivery and performance of this Agreement or the Indenture, or the execution, issuance
and delivery of the Securities or the consummation of the transactions contemplated hereby or thereby and by the Disclosure Package and
the Prospectus, except such as have been obtained or made by the Issuer and are in full force and effect under the Securities Act, the
Trust Indenture Act and applicable state securities or blue sky laws and from the Financial Industry Regulatory Authority (“FINRA”)
or the failure of which to obtain would not have a material adverse effect on the consummation of the transactions contemplated by this
Agreement or the Indenture.
(x) No
Material Actions or Proceedings. Except as otherwise disclosed in the Disclosure Package and the Prospectus, there are no legal or
governmental actions, suits or proceedings pending or, to the best of the Issuer’s knowledge, threatened (i) against or affecting
the Issuer or any of the subsidiaries of the Issuer, (ii) which has as the subject thereof any officer, director of, or property
owned or leased by, the Issuer or any of the subsidiaries of the Issuer or (iii) relating to environmental or discrimination matters,
where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to
the Issuer or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected
to result in a Material Adverse Change or materially adversely affect the consummation of the transactions contemplated by this Agreement
or the Indenture.
(y) Labor
Matters. No material labor dispute with the employees of the Issuer or any of the subsidiaries of the Issuer exists or, to the best
of the Issuer’s knowledge, is threatened or imminent, except for such disputes as would not, individually or in the aggregate, result
in a Material Adverse Change.
(z) Intellectual
Property Rights. The Issuer and the subsidiaries of the Issuer own or possess sufficient trademarks, trade names, patent rights, copyrights,
domain names, licenses, approvals, trade secrets and other similar rights (collectively, “Intellectual Property Rights”)
reasonably necessary to conduct their businesses as now conducted, except as would not result in a Material Adverse Change; and the expected
expiration of any of such Intellectual Property Rights would not result in a Material Adverse Change. None of the Issuer nor any of the
subsidiaries of the Issuer has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which
infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. The Issuer is not a party
to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that
are required to be set forth in the Registration Statement, the Preliminary Prospectus or the Prospectus, and that are not described in
all material respects in such documents. None of the technology employed by the Issuer has been obtained or is being used by the Issuer
in violation of any contractual obligation binding on the Issuer or, to the knowledge of the Issuer, any of its officers, directors or
employees or otherwise in violation of the rights of any persons, except for such violations as would not, individually or in the aggregate,
result in a Material Adverse Change.
(aa) All
Necessary Permits, etc. The Issuer and each of the subsidiaries of the Issuer possess such valid and current certificates, authorizations,
permits, licenses, approvals, consents and other authorizations issued by the appropriate state, federal or foreign regulatory agencies
or bodies necessary to conduct their respective businesses, except for such certificates, authorizations, permits, licenses, approvals,
consents and other authorizations as would not, individually or in the aggregate, result in a Material Adverse Change, and none of the
Issuer nor any of the subsidiaries of the Issuer has received any notice of proceedings relating to the revocation or modification of,
or non-compliance with, any such certificate, authorization, permit, license, approval, consent or other authorization which, singly
or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could result in a Material Adverse Change.
(bb) Title
to Properties. Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Issuer and each of the subsidiaries
of the Issuer has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to
in Section 1(p) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security
interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the
value of such property and do not materially interfere with the use made or proposed to be made of such property by the Issuer or such
subsidiary. The real property, improvements, equipment and personal property held under lease by the Issuer or any of the subsidiaries
of the Issuer are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with
the use made or proposed to be made of such real property, improvements, equipment or personal property by the Issuer or the subsidiaries
of the Issuer.
(cc) Tax
Law Compliance. The Issuer and the subsidiaries of the Issuer have filed all material federal, state and foreign income and franchise
tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable,
any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate
proceedings. Each of Prologis and the Issuer has made adequate charges, accruals and reserves in the applicable financial statements referred
to in Section 1(p) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which
the tax liability of the Issuer or any of the subsidiaries of the Issuer has not been finally determined. With respect to all tax periods
in respect of which the Internal Revenue Service is or will be entitled to any claim, Prologis has met the requirements for qualification
as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and the regulations
and published interpretations thereunder (the “Internal Revenue Code”) and Prologis’ present and contemplated
organizational ownership, method of operation, assets and income are such that Prologis will continue to meet such requirements.
(dd) The
Issuer is not an “Investment Company.” The Issuer is not, and after receipt of payment for the Securities and the application
of the proceeds as described in the Disclosure Package and the Prospectus under “Use of Proceeds” will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(ee) Insurance.
The Issuer and the subsidiaries of the Issuer taken as a whole carry or are covered by insurance in such amounts covering such risks as
are generally deemed adequate and customary for their businesses. The Issuer has no reason to believe that it or any of the subsidiaries
of the Issuer will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain
comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost
that would not result in a Material Adverse Change.
(ff) No
Price Stabilization or Manipulation. The Issuer has not taken and will not take, directly or indirectly, any action designed to or
that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Issuer to facilitate
the sale or resale of the Securities.
(gg) Foreign
Corrupt Practices. None of Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any
director, officer, agent, employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is aware of or has taken
any action, directly or indirectly, that would result in a violation by such persons of (i) the Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay
or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of
value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or
any candidate for foreign political office, in contravention of the FCPA or (ii) the Bribery Act 2010 of the United Kingdom; and
Prologis, the Issuer, the subsidiaries of the Issuer and, to the knowledge of the Issuer, their respective affiliates have conducted their
businesses in compliance with the FCPA and have instituted and maintain policies and procedures reasonably designed to ensure, and which
are reasonably expected to continue to ensure, continued compliance therewith.
(hh) Money
Laundering. The operations of Prologis, the Issuer and their respective subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving Prologis, the Issuer or any of the subsidiaries of the Issuer with respect to the Money Laundering
Laws is pending or, to the best knowledge of the Issuer, threatened.
(ii) OFAC.
Neither Prologis, the Issuer nor any of their respective subsidiaries nor, to the knowledge of the Issuer, any director, officer, agent,
employee or affiliate of Prologis, the Issuer or any of the subsidiaries of the Issuer is currently subject to any sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Prologis and the Issuer will
not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds, to any subsidiary,
joint venture partner or other person or entity for the purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.
(jj) Compliance
with Environmental Laws. Except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) none
of the Issuer nor any of the subsidiaries of the Issuer is in violation of any federal, state, local or foreign law or regulation relating
to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges,
releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and
petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively,
“Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental
authorizations required for the operation of the business of the Issuer or the subsidiaries of the Issuer under applicable Environmental
Laws, or noncompliance with the terms and conditions thereof, nor has any of the Issuer or the subsidiaries of the Issuer received any
written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Issuer or any
of the subsidiaries of the Issuer is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed
with a court or governmental authority with respect to which the Issuer or any of the subsidiaries of the Issuer has received written
notice, no investigation with respect to which the Issuer has received written notice, and no written notice by any person or entity alleging
potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages,
personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment,
of any Material of Environmental Concern at any location owned, leased or operated by the Issuer or any of the subsidiaries of the Issuer,
now or in the past (collectively, “Environmental Claims”), pending or, to the best of the Issuer’s knowledge,
threatened against the Issuer or any of the subsidiaries of the Issuer or any person or entity whose liability for any Environmental Claim
the Issuer or any of the subsidiaries of the Issuer has retained or assumed either contractually or by operation of law; and (iii) to
the best of the Issuer’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents,
including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably
could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Issuer or any of
the subsidiaries of the Issuer or against any person or entity whose liability for any Environmental Claim the Issuer or any of the subsidiaries
of the Issuer has retained or assumed either contractually or by operation of law.
(kk) ERISA
Compliance. The Issuer and the subsidiaries of the Issuer and any “employee benefit plan” (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively,
“ERISA”)) established or maintained by the Issuer and the subsidiaries of the Issuer or their “ERISA Affiliates”
(as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to
any person or any subsidiary of such person, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of
the Internal Revenue Code, of which such person or such subsidiary is a member. No “reportable event” (as defined under ERISA)
has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the
Issuer and the subsidiaries of the Issuer or any of their ERISA Affiliates. No “employee benefit plan” established or maintained
by the Issuer, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have
any “amount of unfunded benefit liabilities” (as defined under ERISA). None of the Issuer or any of the subsidiaries of the
Issuer nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with
respect to termination of, or withdrawal from, any “employee benefit plan,” (ii) Sections 412, 4971 or 4975 of the Internal
Revenue Code, or (iii) Section 4980B of the Internal Revenue Code with respect to the excise tax imposed thereunder. Each “employee
benefit plan” established or maintained by the Issuer or any of the subsidiaries of the Issuer or any of their ERISA Affiliates
that is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter
from the Internal Revenue Service and nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification
of any such employee benefit plan under Section 401(a) of the Internal Revenue Code.
(ll) Accounting
Systems. Prologis, the Issuer and the subsidiaries of the Issuer maintain effective internal control over financial reporting, as
such term is defined in Rule 13a-15(f) under the Exchange Act.
(mm) Disclosure
Controls and Procedures. Prologis and the Issuer established and maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15 and 15d-14 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material
information relating to Prologis and the Issuer and the subsidiaries of the Issuer is made known to the respective chief executive officer
and chief financial officer of Prologis and the Issuer by others within Prologis and the Issuer or any of the subsidiaries of the Issuer,
and such disclosure controls and procedures are reasonably effective to perform the functions for which they were established subject
to the limitations of any such control system; Prologis’ and the Issuer’s auditors and the audit committee of the board of
directors of Prologis have been advised of: (i) any significant deficiencies or material weaknesses in the design or operation of
internal controls which could adversely affect the ability of Prologis or the Issuer to record, process, summarize, and report financial
data; and (ii) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls
of Prologis or the Issuer; and since the date of the most recent evaluation of such disclosure controls and procedures, there have been
no significant changes in internal controls or in other factors that could materially affect internal controls, including any corrective
actions with regard to significant deficiencies and material weaknesses.
(nn) Cybersecurity;
Data Protection. The Issuer and the subsidiaries of the Issuer’s information technology assets and equipment, computers, systems,
networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for,
and operate and perform in all material respects as required in connection with the operation of the business of the Issuer and the subsidiaries
of the Issuer as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other
corruptants. The Issuer and the subsidiaries of the Issuer have implemented and maintained commercially reasonable controls, policies,
procedures, and safeguards to maintain and protect their material confidential information and the integrity, redundancy and security
of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal
Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses
of or accesses to same, except for those that have been remedied without material cost or liability, nor any incidents under internal
review or investigations relating to the same. The Issuer and the subsidiaries of the Issuer are presently in material compliance with
all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(oo) EXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statement, the Preliminary Prospectus and the Prospectus fairly presents the information called for in all material
respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.
Any certificate signed by
any officer of the Issuer or any of the subsidiaries of the Issuer and delivered to the Representatives or to counsel for the Underwriters
in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuer to each Underwriter as to
the matters set forth therein on the date of such certificate and, unless subsequently amended or supplemented, at each Representation
Date subsequent thereto.
The Issuer acknowledges that
the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsels for the Issuer and the
Underwriters will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 2.
Purchase, Sale and Delivery of the Securities.
(a) The
Securities. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the
conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Issuer the aggregate principal amount
of the 2035 Notes and the 2054 Notes set forth opposite their names on Schedule A at a purchase price of 98.406% of the principal amount
of the 2035 Notes and 95.237% of the principal amount of the 2054 Notes (plus, in the case of the 2054 Notes, accrued and unpaid interest
from and including January 25, 2024 to, but excluding, the date of delivery of the 2054 Notes, equal to $10,383,333.33 in the aggregate),
respectively, thereof payable on the Closing Date (as defined below).
(b) The
Closing Date. Delivery of certificates for the Securities in global form to be purchased by the Underwriters and payment therefor
shall be made at the offices of Sidley Austin llp (or such other place as may be agreed
to by the Issuer and the Representatives) at 9:00 a.m., New York City time, on July 23, 2024 or such other time not later than ten
business days after the time and date the Representatives shall designate by notice to the Issuer (the time and date of such closing are
called the “Closing Date”).
(c) Public
Offering of the Securities. The Underwriters hereby advise the Issuer that they intend to offer their respective portions of the Securities
for sale to the public, as described in the Disclosure Package and the Prospectus as soon after this Agreement has been executed as the
Underwriters, in their sole judgment, have determined is advisable and practicable.
(d) Payment
for the Securities. Payment for the Securities as provided herein shall be made at the Closing Date, by wire transfer of immediately
available funds to the order of the Issuer. It is understood that the Representatives have been authorized, for their own account and
the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities
the Underwriters have agreed to purchase. BofA Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities
Americas Inc. or SMBC Nikko Securities America, Inc., individually and not as the Representative of the Underwriters, may (but shall
not be obligated to) make payment for the Securities, if any, to be purchased by any Underwriter whose funds shall not have been received
by the Representatives by the Closing Date, for the account of such Underwriter, but any such payment shall not relieve such Underwriter
from any of its obligations under this Agreement.
(e) Delivery
of the Securities. The Issuer shall deliver, or cause to be delivered, to the Underwriters the Securities at the Closing Date, against
the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Securities
shall be in such denominations and registered in such names and denominations as the Representatives shall have requested at least two
full business days prior to the Closing Date, and shall be made available for inspection on the business day preceding the Closing Date,
at a location in New York City, as the Representatives may designate. Delivery of the Securities shall be made through the facilities
of the Depositary unless the Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place
specified in this Agreement is a further condition to the obligations of the Underwriters.
Section 3.
Additional Covenants. The Issuer further covenants and agrees with each Underwriter as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Issuer, subject to Section 3(b), will comply with the requirements of
Rule 430B of the Securities Act Regulations, and will promptly notify the Representatives, and confirm the notice in writing, of
(i) the effectiveness of any post-effective amendment to the Registration Statement or the filing of any supplement or amendment
to the Preliminary Prospectus or the Prospectus, (ii) the receipt of any comments from the Commission during the Prospectus Delivery
Period (defined below), (iii) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement
to the Preliminary Prospectus or the Prospectus or for additional information, and (iv) the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus
or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation
or threatening of any proceedings for any of such purposes or pursuant to Section 8A of the Securities Act. The Issuer will promptly
effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the
Preliminary Prospectus and the Prospectus transmitted for filing under Rule 424 were received for filing by the Commission and, in
the event that it was not, it will promptly file such document. The Issuer will use its best efforts to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Filing
of Amendments. During such period beginning on the date of this Agreement and ending on the later of the Closing Date or such date
as, in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered in connection with sales
of the Securities by an Underwriter or dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172
or any similar rule of the Securities Act Regulations (the “Prospectus Delivery Period”), the Issuer will give
the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under
Rule 462(b) of the Securities Act Regulations), or any amendment, supplement or revision to the Disclosure Package or the Prospectus,
whether pursuant to the Securities Act, the Exchange Act or otherwise, will furnish the Representatives with copies of any such documents
a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which
the Representatives or counsel for the Underwriters shall reasonably object.
(c) Delivery
of Registration Statements. The Issuer will deliver to the Underwriters and counsel for the Underwriters, without charge, as such
Underwriter or counsel for the Underwriters may reasonably request, signed copies of the Registration Statement as originally filed and
of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed
to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The Registration Statement and
each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Issuer will deliver to each Underwriter, without charge, as many copies of the Preliminary Prospectus as such
Underwriter may reasonably request, and the Issuer hereby consents to the use of such copies for purposes of offering the Securities.
The Issuer will furnish to each Underwriter, without charge, during the Prospectus Delivery Period, such number of copies of the Prospectus
as such Underwriter may reasonably request. The Preliminary Prospectus and the Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(e) Continued
Compliance with Securities Laws. The Issuer will comply with the Securities Act and the Securities Act Regulations and the Exchange
Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement
and in the Registration Statement, the Disclosure Package and the Prospectus. If, during the Prospectus Delivery Period, any event or
development shall occur or condition exist as a result of which the Disclosure Package or the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading, or if, in the opinion
of counsel for the Underwriters or for the Issuer, it shall be necessary to amend or supplement the Disclosure Package or the Prospectus,
or to file under the Exchange Act any document incorporated by reference in the Disclosure Package or the Prospectus, in order to make
the statements therein, in the light of the circumstances under which they were made or then prevailing, as the case may be, not misleading,
or, if in the opinion of either such counsel, it is otherwise necessary or advisable to amend or supplement the Registration Statement,
the Disclosure Package or the Prospectus, or to file under the Exchange Act any document incorporated by reference in the Disclosure Package
or the Prospectus, or to file a new registration statement containing the Prospectus, in order to comply with law, including in connection
with the delivery of the Prospectus, the Issuer agrees to (i) notify the Representatives of any such event or condition and (ii) promptly
prepare (subject to Section 3(b) and Section 3(l) hereof), file with the Commission (and use its best efforts to have
any amendment to the Registration Statement or any new registration statement to be declared effective) and furnish at its own expense
to the Underwriters and to dealers in such quantities as they may reasonably request, amendments or supplements to the Registration Statement,
the Disclosure Package or the Prospectus, or any new registration statement, necessary in order to make the statements in the Disclosure
Package or the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made or then prevailing,
as the case may be, not misleading or so that the Registration Statement, the Disclosure Package or the Prospectus, as amended or supplemented,
will comply with law.
(f) Blue
Sky Compliance. The Issuer shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Securities
for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated
by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so
long as required for the distribution of the Securities. The Issuer shall not be required to qualify to transact business or to take any
action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would
be subject to taxation as a foreign business. The Issuer will advise the Representatives promptly of the suspension of the qualification
or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation
or threat of any proceeding for any such purpose or pursuant to Section 8A of the Securities Act, and in the event of the issuance
of any order suspending such qualification, registration or exemption, the Issuer shall use its best efforts to obtain the withdrawal
thereof at the earliest possible moment.
(g) Use
of Proceeds. The Issuer shall apply the net proceeds from the sale of the Securities in the manner described under the caption “Use
of Proceeds” in the Disclosure Package and the Prospectus.
(h) Depository.
The Issuer shall cooperate with the Representatives and use its best efforts to permit the Securities to be eligible for clearance and
settlement through the facilities of the Depositary.
(i) Periodic
Reporting Obligations. During the Prospectus Delivery Period, the Issuer shall file, on a timely basis, with the Commission and the
New York Stock Exchange (“NYSE”) all reports and documents required to be filed under the Exchange Act and the Exchange
Act Regulations.
(j) Agreement
Not to Offer or Sell Similar Securities. During the period commencing on the date hereof and ending on the Closing Date, the Issuer
will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives),
directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent
position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce
the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Issuer similar
to the Securities or securities exchangeable for or convertible into debt securities similar to the Securities (other than as contemplated
by this Agreement with respect to the Securities); provided, however, that any debt securities denominated in a currency other than the
currency in which the Securities are denominated shall not be considered “similar” for purposes of this Section 3(j).
(k) Final
Term Sheet. The Issuer will prepare a final term sheet containing only a description of the Securities, and will file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final
Term Sheet”). Any such Final Term Sheet is an Issuer Free Writing Prospectus for purposes of this Agreement. A form of the Final
Term Sheet for the Securities is attached hereto as Exhibit C.
(l) Permitted
Free Writing Prospectuses. The Issuer represents that it has not made, and agrees that, unless it obtains the prior written consent
of the Representatives, it will not make, any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus
or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required
to be filed by the Issuer with the Commission or retained by the Issuer under Rule 433 of the Securities Act; provided that the prior
written consent of the Underwriters shall be deemed to have been given in respect of any Issuer Free Writing Prospectuses identified in
Annex I and Annex II to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters
is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Issuer agrees that (i) it has treated and will
treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and
will comply, as the case may be, with the requirements of Rules 164 and 433 of the Securities Act applicable to any Permitted Free
Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Issuer consents to the
use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in
Rule 433, and (b) contains only (i) information describing the preliminary terms of the Securities or their offering or
(ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet
of the Issuer contemplated in Section 3(k); provided that each Underwriter severally covenants with the Issuer not to take any action
without the Issuer’s consent that would result in a free writing prospectus being required to be filed with the Commission under
Rule 433(d) under the Securities Act that otherwise would not be required to be filed by the Issuer thereunder, but for the
action of such Underwriter.
(m) Notice
of Inability to Use Automatic Shelf Registration Statement Form. If at any time, when the Securities remain unsold by the Underwriters,
the Issuer receives from the Commission a notice pursuant to Rule 401(g)(2) or otherwise ceases to be eligible to use the automatic
shelf registration statement form, the Issuer will (i) promptly notify the Representatives, (ii) promptly file a new registration
statement or post-effective amendment on the proper form relating to the Securities, in a form satisfactory to the Representatives, (iii) use
its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify
the Representatives of such effectiveness. The Issuer will take all other action necessary or appropriate to permit the public offering
and sale of the Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice
or for which the Issuer has otherwise become ineligible. References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.
(n) Filing
Fees. The Issuer agrees to pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) of
the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the
Securities Act.
(o) No
Stabilization. The Issuer will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Securities or take any action prohibited by Regulation M under the
Exchange Act in connection with the distribution of the Securities contemplated hereby, provided, the Issuer does not make any covenant
as to any actions which may be taken by the Underwriters.
The Representatives, on behalf
of the several Underwriters may, in their sole discretion, waive in writing the performance by the Issuer of any one or more of the foregoing
covenants or extend the time for their performance.
Section 4.
Payment of Expenses. The Issuer agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to
the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Securities to the Underwriters, (iii) all fees and expenses of
the Issuer’s counsel, Prologis’ and the Issuer’s independent public or certified public accountants and other advisors
to the Issuer (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), each Issuer
Free Writing Prospectus, the Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, and this Agreement,
the Indenture, the DTC Agreement and the Securities, (v) all filing fees, attorneys’ fees and expenses incurred the Issuer
or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all
or any part of the Securities for offer and sale under the state securities or blue sky laws, and, if requested by the Representatives,
preparing a “Blue Sky Survey” or memorandum, and any supplements thereto, advising the Underwriters of such qualifications,
registrations and exemptions, (vi) the filing fees incident to the review and approval by FINRA of the terms of the sale of the Securities,
(vii) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection
with the Indenture and the Securities, (viii) any fees payable in connection with the rating of the Securities by the ratings agencies,
(ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Issuer in connection with approval of the Securities
by the Depositary for “book-entry” transfer, (x) all other fees, costs and expenses referred to in Item 14 of Part II
of the Registration Statement, and (xi) all other fees, costs and expenses incurred in connection with the performance of the obligations
of the Issuer hereunder for which provision is not otherwise made in this Section. Except as provided in this Section 4, Section 6,
Section 8 and Section 9 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their
counsel.
Section 5.
Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Securities
as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Issuer
set forth in Section 1 hereof as of the date hereof, as of the Initial Sale Time, and as of the Closing Date, as though then made
and to the timely performance by the Issuer of its covenants and other obligations hereunder, and to each of the following additional
conditions:
(a) Effectiveness
of Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order suspending
the effectiveness of the Registration Statement shall have been issued under the Securities Act and no proceedings for that purpose shall
have been instituted or be pending or threatened by the Commission, any request on the part of the Commission for additional information
shall have been complied with to the reasonable satisfaction of counsel to the Underwriters, and the Issuer, at the Execution Time, shall
not have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic
shelf registration statement form. The Preliminary Prospectus and the Prospectus shall have been filed with the Commission in accordance
with Rule 424(b)(1), (2), (3), (4), (5) or (8), as applicable (or any required post- effective amendment providing such information
shall have been filed and declared effective in accordance with the requirements of Rule 430A).
(b) Accountants’
Comfort Letter. On the date hereof, the Representatives shall have received from KPMG LLP, independent public or certified public
accountants for Prologis and the Issuer, a letter or letters dated the date hereof addressed to the Underwriters, in form and substance
satisfactory to the Representatives, with respect to the audited financial statements and certain financial information contained in the
Registration Statement, the Preliminary Prospectus and the Prospectus.
(c) Bring-down
Comfort Letter. On the Closing Date, the Representatives shall have received from KPMG LLP, independent public or certified public
accountants for Prologis and the Issuer, a letter or letters dated such date, in form and substance satisfactory to the Representatives,
to the effect that they reaffirm the statements made in the letter or letters furnished by them pursuant to Section 5(b), except
that the specified date referred to therein for KPMG LLP for the carrying out of procedures shall be no more than three business days
prior to the Closing Date.
(d) No
Objection. If the Registration Statement and/or the offering of the Securities has been filed with FINRA for review, FINRA shall not
have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(e) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing
Date:
(i) in
the judgment of the Representatives there shall not have occurred any Material Adverse Change; and
(ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer
or any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is defined
for purposes of Section 3(a)(62) of the Exchange Act.
(f) Opinion
of Counsels for the Issuer. On the Closing Date, the Representatives shall have received the favorable opinions of Mayer Brown LLP,
counsel for the Issuer, dated as of such Closing Date, covering, at a minimum, the opinions the form of which are attached as Exhibit A.
(g) Opinion
of General Counsel of the Issuer. On the Closing Date, the Representatives shall have received the favorable opinion of the General
Counsel or Deputy General Counsel of the Issuer, dated as of such Closing Date, the form of which is attached as Exhibit B.
(h) Opinion
of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the favorable opinion of Sidley Austin
llp, counsel for the Underwriters, dated as of such Closing Date, with respect to such matters
as may be reasonably requested by the Representatives.
(i) Officers’
Certificate. On the Closing Date, the Representatives shall have received a written certificate executed by the Chief Executive Officer
or General Counsel of Prologis, and the Chief Financial Officer or Chief Accounting Officer of Prologis, dated as of the Closing Date,
to the effect that:
(i) the
Issuer has not received a stop order suspending the effectiveness of the Registration Statement, and no proceedings for such purpose have
been instituted or threatened by the Commission;
(ii) the
Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of
the automatic shelf registration statement form;
(iii) there
has not occurred any downgrading, and the Issuer has not received any notice of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Issuer
or any of the subsidiaries of the Issuer by any “nationally recognized statistical rating organization” as such term is defined
for purposes of Section 3(a)(62) of the Exchange Act;
(iv) for
the period from and after the date of this Agreement and prior to the Closing Date, there has not occurred any Material Adverse Change;
(v) the
representations, warranties and covenants set forth in Section 1 of this Agreement are true and correct with the same force and effect
as though expressly made on and as of the Closing Date; and
(vi) the
Issuer has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date.
(j) CFO
Certificate. On the date hereof and on the Closing Date, the Representatives and counsel for the Underwriters shall have received
a written certificate executed by the Chief Financial Officer or Chief Accounting Officer of Prologis in form and substance reasonably
satisfactory to the Representatives.
(k) Additional
Documents. On or before the Closing Date, the Representatives and counsel for the Underwriters shall have received such information,
documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained.
If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives
by notice to the Issuer at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party
to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and
shall survive such termination.
Section 6.
Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 5
or Section 11, or if the sale to the Underwriters of the Securities on the Closing Date is not consummated because of any refusal,
inability or failure on the part of the Issuer to perform any agreement herein or to comply with any provision hereof, the Issuer agrees
to reimburse the Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand
for all out-of-pocket expenses that shall have been reasonably incurred by the Underwriters in connection with the proposed purchase and
the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses,
travel expenses, postage, facsimile and telephone charges.
Section 7.
Offering Restrictions. Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes
of this provision:
(a) the
expression “retail investor” means a person who is one (or more) of the following:
(i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”);
(ii) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or
(iii) not
a qualified investor as defined in Regulation (EU) 2017/1129, as amended; and
(b) the
expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.
Each Underwriter severally
represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any
Securities to any retail investor in the United Kingdom. For the purposes of this provision:
(a) the
expression “retail investor” means a person who is one (or more) of the following:
(i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United
Kingdom;
(ii) a
customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000, as amended (the “FSMA”)
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law in the United Kingdom; or
(iii) not
a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom
and
(b) the
expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities.
Each Underwriter further severally represents
and agrees that:
(a) it
has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale
of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(b) it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom.
Section 8. Indemnification.
(a) Indemnification
of the Underwriters. The Issuer agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in
Rule 501(b) under the Securities Act (each, an “Affiliate”), its directors, officers and employees, and each
person, if any, who controls any Underwriter within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage,
liability or expense, as incurred, to which such Underwriter or such Affiliate, director, officer, employee or controlling person may
become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or
otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Issuer or otherwise
permitted by paragraph (d) below), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; (ii) upon any untrue statement or alleged untrue statement of a material
fact contained in any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to
Rule 433(d) under the Securities Act Regulations, the Preliminary Prospectus or the Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact, in each case, necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; (iii) in whole or in part upon any inaccuracy in the
representations and warranties of the Issuer contained herein; or (iv) in whole or in part upon any failure of the Issuer to perform
its obligations hereunder or under law; and to reimburse each Underwriter and each such Affiliate, director, officer, employee and controlling
person for any and all expenses (including the reasonable fees and disbursements of counsel chosen by the Underwriters) as such expenses
are reasonably incurred by such Underwriter or such Affiliate, director, officer, employee or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing
indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with any Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to any liabilities
that the Issuer may otherwise have.
(b) Indemnification
of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the directors of the
Issuer (as applicable), the Issuer’s respective officers who signed the Registration Statement and each person, if any, who controls
the Issuer within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Issuer or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act,
or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter or otherwise permitted by paragraph (d) below), insofar as such
loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based (i) upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto)
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing
Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, the Base Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact, in each case, necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary
Prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished
to the Issuer by any Underwriter through the Representatives expressly for use therein, it being understood and agreed upon that the only
such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished
on behalf of each Underwriter: the information contained in the third paragraph, the sixth paragraph, and the seventh paragraph under
the caption “Underwriting”; and to reimburse the Issuer, or any such director, officer or controlling person for any legal
and other expense reasonably incurred by the Issuer, or any such director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth
in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement
of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained
in this Section 8 or to the extent it is not prejudiced (through the forfeiture of substantive rights or defenses) as a proximate
result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall
elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such
indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf
of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying
party’s election to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 8 for any legal or other expenses (other than reasonable costs of investigation)
subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel (together with local counsel), representing the indemnified
parties who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the
indemnifying party shall authorize the indemnified party to employ separate counsel, in each of which cases the fees and expenses of counsel
shall be at the expense of the indemnifying party.
(d) Settlements.
The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days
after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such settlement; provided, that if it is ultimately determined
that an indemnified party was not entitled to indemnification hereunder, such indemnified party shall be responsible for repaying or reimbursing
such amounts to the indemnifying party. No indemnifying party shall, without the prior written consent of the indemnified party, effect
any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which
any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless
such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party.
Section 9.
Contribution. If the indemnification provided for in Section 8 is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any
losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant
to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer,
on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions or inaccuracies in the representations
and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Issuer, on the one hand, and the Underwriters, on the other hand, in connection
with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net
proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Issuer, and the total
underwriting discount received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to
the aggregate initial public offering price of the Securities as set forth on such cover. The relative fault of the Issuer, on the one
hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate
representation or warranty relates to information supplied by the Issuer, on the one hand, or any Underwriter through the Representatives,
on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The amount paid or payable
by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject
to the limitations set forth in Section 8(c), any legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in Section 8(c) with respect to notice of commencement
of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given under Section 8(c) for purposes of indemnification.
The Issuer and the Underwriters
agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even
if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 9.
Notwithstanding the provisions
of this Section 9, no Underwriter shall be required to contribute any amount in excess of the underwriting commissions received by
such Underwriter in connection with the Securities underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several, and
not joint, in proportion to their respective underwriting commitments as set forth opposite their names in Schedule A. For purposes of
this Section 9, each Affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an
Underwriter within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Underwriter,
and each director of the Issuer, each officer of the Issuer who signed the Registration Statement, and each person, if any, who controls
the Issuer within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Issuer.
Section 10.
Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall
fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount
of Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate
principal amount of the Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportion
to the aggregate principal amounts of the Securities set forth opposite their respective names on Schedule A bears to the aggregate principal
amount of the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be
specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase such Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters
shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default
occurs exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, and arrangements satisfactory to
the Representatives and the Issuer for the purchase of such Securities are not made within 48 hours after such default, this Agreement
shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8
and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or
the Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes,
if any, to the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents
or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10.
Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.
Section 11.
Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated
by the Representatives by notice given to the Issuer if at any time (i) trading or quotation in any of the Issuer’s securities
shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market
or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock
exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities;
(iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving
the United States, or any change in the United States or international financial markets, or any substantial change or development involving
a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment
of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on
the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the
judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material
disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this
Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Issuer shall be obligated
to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Issuer, or (c) of
any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and
shall survive such termination.
Section 12.
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other
statements of the Issuer, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of any Underwriters or the Issuer or any of its partners,
officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold
hereunder and any termination of this Agreement.
Section 13.
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, emailed or telecopied and confirmed
to the parties hereto as follows:
If to the Representatives:
BofA Securities, Inc.
114 West 47th Street
NY8-114-07-01
New York, NY 10036
Attention: High Grade Transaction Management/Legal
Facsimile: (212) 901-7881
Email: dg.hg_ua_notices@bofa.com
and
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Attention: General Counsel
Facsimile: (646) 291-1469
and
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Attention: Debt Capital Markets
Facsimile: (212) 205-7812
and
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020
Attention: Capital Markets Group
Facsimile: (646) 434-3455
and
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
Attention: Debt Capital Markets –
Transaction Management
with a copy to:
Sidley Austin llp
787
Seventh Avenue
New York, New York 10019
Attention: Daniel O’Shea
Email: doshea@sidley.com
If to the Issuer:
Prologis, L.P.
1800 Wazee Street
Denver, Colorado 80202
Attention: General Counsel
Email: legalnotice@prologis.com
with a copy to:
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
Attention: David Malinger
Email: dmalinger@mayerbrown.com
Any party hereto may change
the address for receipt of communications by giving written notice to the others.
Section 14.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 10 hereof, and to the benefit of the Affiliates, directors, officers, employees and controlling persons referred
to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Securities as such from any of the Underwriters merely
by reason of such purchase.
Section 15.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not
affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such
minor changes) as are necessary to make it valid and enforceable.
Section 16.
Patriot Act. The Underwriters hereby notify the Issuer that pursuant to the requirements of the USA Patriot Act (Title III of Pub.
L. 107-56 (signed into law October 26, 2001)), they are required to obtain, verify and record information that identifies the Issuer,
including the name and address of the Issuer and other information that will allow the Underwriters to identify the Issuer in accordance
with the USA Patriot Act.
Section 17.
Governing Law Provisions. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SUCH STATE.
Section 18.
No Fiduciary Duty. The Issuer acknowledges and agrees that: (i) the purchase and sale of the Securities pursuant to this Agreement,
including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length
commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other hand, and the Issuer is capable
of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;
(ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and
has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Issuer or its affiliates, stockholders,
creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility
in favor of the Issuer with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether
such Underwriter has advised or is currently advising the Issuer on other matters) and no Underwriter has any obligation to the Issuer
with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters
and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Issuer
and that the several Underwriters have no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering
contemplated hereby and the Issuer has consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.
This Agreement supersedes
all prior agreements and understandings (whether written or oral) among the Issuer and the several Underwriters, or any of them, with
respect to the subject matter hereof. The Issuer hereby waives and releases to the fullest extent permitted by law, any claims that the
Issuer may have against the several Underwriters with respect to any breach or alleged breach of agency or fiduciary duty.
Section 19.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written
or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The Section headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
Each of the parties hereto
acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions
hereof, including, without limitation, the indemnification provisions of Section 8 and the contribution provisions of Section 9,
and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Sections 8 and
9 hereto fairly allocate the risks in light of the ability of the parties to investigate the Issuer, its affairs and its businesses in
order to assure that adequate disclosure has been made in the Registration Statement, the Disclosure Package and the Prospectus (and any
amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Section 20.
Recognition of the U.S. Special Resolution Regimes. (i) In the event that any Underwriter that is a Covered Entity becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest
and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of
the United States. (ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such party are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if
this Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 20
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in
accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 21. Contractual
Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements,
or understanding between any of the parties hereto, each of the parties acknowledges, accepts, and agrees that any UK Bail-in Liability
of a UK Bail-in Party hereto arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution
Authority and acknowledges, accepts and agrees to be bound by:
| (a) | the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to
any UK Bail-in Liability of any UK Bail-in Party to it under this Agreement, that without limitation may include and result in any of
the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other
obligations of the UK Bail-in Party or another person (and the issue to or conferral on it of such shares, securities or obligations); |
| (iii) | the cancellation of the UK Bail-in Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which
any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority,
to give effect to the exercise of any UK Bail-in Powers by the Relevant UK Resolution Authority. |
For the purposes of this section,
“UK Bail-in
Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings);
“UK Bail-in
Liability” means a liability in respect of which the UK Bail-in Powers may be exercised;
“UK Bail-in
Party” means any party hereto that is subject to UK Bail-in Powers;
“UK Bail-in
Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a
bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such
a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities
or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had
been exercised under it or to suspend any obligation in respect of that liability; and
“Relevant
UK Resolution Authority” means the resolution authority with the ability to exercise any UK Bail-in Powers in relation to any
UK Bail-in Party.
If the foregoing is in accordance
with your understanding of our agreement, kindly sign and return to the Issuer the enclosed copies hereof, whereupon this instrument,
along with all counterparts hereof, shall become a binding agreement in accordance with its terms.
|
Very truly yours, |
|
|
|
PROLOGIS, L.P., as Issuer |
|
|
|
By: PROLOGIS, INC., its general partner |
|
|
|
By: |
/s/Anne DeMarco |
|
|
Name: Anne DeMarco |
|
|
Title: Vice President and Assistant Secretary |
Prologis, L.P. - Underwriting Agreement Signature
Page - Issuer
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
BOFA SECURITIES, INC. |
|
|
|
By: |
/s/Kevin
King |
|
|
Name: Kevin King |
|
|
Title: Managing Director |
|
Acting on behalf of themselves and as the Representatives
of the several Underwriters
Prologis, L.P. –
Underwriting Agreement Signature Page – Underwriters
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
CITIGROUP
GLOBAL MARKETS INC. |
|
|
|
By: |
/s/Adam D. Bordner |
|
|
Name: Adam D. Bordner |
|
|
Title: Managing Director |
|
Acting on behalf of themselves and as the Representatives of the several
Underwriters
Prologis, L.P. – Underwriting Agreement
Signature Page – Underwriters
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
Mizuho
Securities USA LLC |
|
|
|
By: |
/s/Robert Fahrbach |
|
|
Name: Robert Fahrbach |
|
|
Title: Managing Director |
|
Acting on behalf of themselves and as the Representatives of the several
Underwriters
Prologis, L.P. – Underwriting Agreement
Signature Page – Underwriters
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
MUFG Securities Americas
Inc. |
|
|
|
By: |
/s/Richard Testa |
|
|
Name: Richard Testa |
|
|
Title: Managing Director |
|
Acting on behalf of themselves and as the Representatives of the several
Underwriters
Prologis, L.P. – Underwriting Agreement
Signature Page – Underwriters
The foregoing Underwriting
Agreement is hereby confirmed and accepted by the Underwriters as of the date first above written.
SMBC Nikko
Securities America, Inc. |
|
|
|
By: |
/s/Thomas Bausano |
|
|
Name: Thomas Bausano |
|
|
Title: Managing Director |
|
Acting on behalf of themselves and as the Representatives of the several
Underwriters
Prologis, L.P. – Underwriting Agreement
Signature Page – Underwriters
SCHEDULE A
Underwriters | |
Aggregate
Principal Amount of 2035 Notes to be Purchased | | |
Aggregate Principal
Amount of 2054 Notes to
be Purchased | |
BofA Securities, Inc. | |
$ | 82,250,000 | | |
$ | 47,000,000 | |
Citigroup Global Markets Inc. | |
| 82,250,000 | | |
| 47,000,000 | |
Mizuho Securities USA LLC | |
| 82,250,000 | | |
| 47,000,000 | |
MUFG Securities Americas Inc. | |
| 82,250,000 | | |
| 47,000,000 | |
SMBC Nikko Securities America, Inc. | |
| 82,250,000 | | |
| 47,000,000 | |
ING Financial Markets LLC | |
| 28,117,000 | | |
| 16,067,000 | |
Scotia Capital (USA) Inc. | |
| 28,116,000 | | |
| 16,067,000 | |
TD Securities (USA) LLC | |
| 28,117,000 | | |
| 16,066,000 | |
BNP Paribas Securities Corp. | |
| 15,750,000 | | |
| 9,000,000 | |
Credit Agricole Securities (USA) Inc. | |
| 15,750,000 | | |
| 9,000,000 | |
HSBC Securities (USA) Inc. | |
| 15,750,000 | | |
| 9,000,000 | |
J.P. Morgan Securities LLC | |
| 15,750,000 | | |
| 9,000,000 | |
PNC Capital Markets LLC | |
| 15,750,000 | | |
| 9,000,000 | |
Truist Securities, Inc. | |
| 15,750,000 | | |
| 9,000,000 | |
U.S. Bancorp Investments, Inc. | |
| 15,750,000 | | |
| 9,000,000 | |
Wells Fargo Securities, LLC | |
| 15,750,000 | | |
| 9,000,000 | |
Academy Securities, Inc. | |
| 19,600,000 | | |
| 11,200,000 | |
BBVA Securities Inc. | |
| 9,800,000 | | |
| 5,600,000 | |
Goldman Sachs & Co. LLC | |
| 9,800,000 | | |
| 5,600,000 | |
Loop Capital Markets LLC | |
| 9,800,000 | | |
| 5,600,000 | |
Morgan Stanley & Co. LLC | |
| 9,800,000 | | |
| 5,600,000 | |
Regions Securities LLC | |
| 9,800,000 | | |
| 5,600,000 | |
Standard Chartered Bank | |
| 9,800,000 | | |
| 5,600,000 | |
Total | |
$ | 700,000,000 | | |
$ | 400,000,000 | |
SCHEDULE B
LIST OF SIGNIFICANT SUBSIDIARIES
Prologis
Prologis U.S. Logistics Venture, LLC
Prologis Logistics Services Incorporated
PLD International Holding LP
Liberty Property Trust
Liberty Property Limited Partnership
Duke Realty Limited Partnership
Duke Realty LLC
ANNEX I
Prologis, L.P.—Issuer
Free Writing Prospectuses
Forming Part of the Disclosure Package
Final Term Sheet, dated July 18, 2024, for the 5.000% Notes due
2035 and 5.250% Notes due 2054.
ANNEX II
Prologis, L.P.—Issuer
Free Writing Prospectuses
Not Forming Part of the Disclosure Package
None.
EXHIBIT A
[Provided Separately.]
EXHIBIT B
[Provided Separately.]
EXHIBIT C
$1,100,000,000
$700,000,000 5.000% Notes due 2035 (the “2035
Notes”)
$400,000,000 5.250% Notes due 2054 (the “2054
Notes”)
FINAL TERM SHEET
July 18, 2024
Issuer: |
Prologis, L.P. |
|
|
Trade Date: |
July 18, 2024 |
|
|
Settlement Date:** |
July 23, 2024 (T+3) |
Joint Book-Running Managers: |
BofA Securities, Inc.
Citigroup Global Markets Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
ING Financial Markets LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
|
Senior Co-Managers: |
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
PNC Capital Markets LLC
Truist Securities, Inc.
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
|
Co-Managers: |
Academy Securities, Inc.
BBVA Securities Inc.
Goldman Sachs & Co. LLC
Loop Capital Markets LLC
Morgan Stanley & Co. LLC
Regions Securities LLC
Standard Chartered Bank
|
|
|
|
2035 Notes |
2054 Notes |
|
|
|
Principal Amount: |
$700,000,000 |
$400,000,000. The 2054 Notes will be issued as additional notes under the indenture and as part of the same series of notes as the $450,000,000 5.250% Notes due 2054. Following the issuance of the 2054 Notes offered hereby, the total outstanding principal amount of the 5.250% notes due 2054 will be $850,000,000. |
|
|
|
Maturity Date: |
January 31, 2035 |
March 15, 2054 |
|
|
|
Coupon: |
5.000% per annum, payable semi-annually |
5.250% per annum, payable semi-annually |
|
|
|
Interest Payment Dates: |
January 31 and July 31, commencing January 31, 2025 |
March 15 and September 15, commencing September 15, 2024 |
|
|
|
Underwriting Discount: |
0.450% |
0.875% |
|
|
|
Net Proceeds, Before Expenses, to Issuer: |
$688,842,000 |
$391,331,333.33, including $10,383,333.33 of aggregate accrued interest |
|
|
|
Benchmark Treasury: |
4.375% due May 15, 2034 |
4.250% due February 15, 2054 |
Benchmark Treasury Price / Yield: |
101-14+ / 4.192% |
97-08 / 4.417% |
|
|
|
Spread to Benchmark Treasury: |
+95 basis points |
+110 basis points |
|
|
|
Reoffer Yield: |
5.142% |
5.517% |
|
|
|
Price to Public: |
98.856% of the principal amount, plus accrued interest from July 23, 2024, if any |
96.112% of the principal amount, plus aggregate accrued interest from January 25, 2024 to, but excluding, the Settlement Date |
|
|
|
Optional Redemption: |
Prior to October 31, 2034, (three months prior to their maturity), based on the Treasury Rate plus 15 basis points, or on or after October 31, 2034, at par. |
Prior to September 15, 2053, (six months prior to their maturity), based on the Treasury Rate plus 15 basis points, or on or after September 15, 2053, at par. |
|
|
|
CUSIP/ISIN: |
74340X CN9 / US74340XCN93 |
74340X CK5 / US74340XCK54 |
No PRIIPs or UK PRIIPs KID – No PRIIPs or UK PRIIPs key information
document (KID) has been prepared as not available to retail in EEA or UK.
** Note: It is expected that delivery of the Notes will be made
against payment therefor on or about July 23, 2024, which is the third business day following the date hereof (such settlement cycle
being referred to as “T+3”). Under Rule 15c6-1 of the Securities and Exchange Act of 1934, as amended, trades in the
secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes prior to the date that is more than one business day preceding the settlement date
will be required, by virtue of the fact that the notes initially will settle T+3, to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their own advisors.
The issuer has filed a registration statement (including a prospectus)
with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest,
you should read the prospectus and prospectus supplement thereto in that registration statement and other documents the issuer has filed
with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR
on the SEC’s Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or by email
at dg.prospectus_requests@bofa.com, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, Mizuho Securities USA LLC toll-free at
1-866-271-7403, MUFG Securities Americas Inc. toll-free at 1-877- 649-6848 or SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.
Exhibit 4.1
PROLOGIS, L.P.
OFFICERS’ CERTIFICATE
July 23, 2024
The
undersigned officers of Prologis, Inc. (“Prologis, Inc.”), the sole general partner of Prologis, L.P. (the “Company”),
on behalf of the Company, acting pursuant to resolutions adopted by the Board of Directors of Prologis, Inc. (the “Board”)
on May 9, 2024 and the Securities Offering Transaction Committee of the Board on July 18, 2024, hereby establish a series of debt
securities by means of this Officers’ Certificate in accordance with the Indenture, dated as of June 8, 2011 (the “Base
Indenture,” and, as supplemented by the Fifth Supplemental Indenture thereto, the “Indenture”), among the
Company, Prologis, Inc. and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association,
as trustee (the “Trustee”). Capitalized terms used but not defined in this Officers’ Certificate shall have the
meanings ascribed to them in the Indenture.
5.000% Notes due 2035
1.
The series shall be entitled the “5.000% Notes due 2035” (the “Notes”).
2.
The Notes initially shall be limited to an aggregate principal amount of $700,000,000 (except in each case for Notes authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the series pursuant to Section
304, 305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount upon the action
of the Board to do so from time to time.
3.
The Notes shall bear interest at the rate of 5.000% per annum. The aggregate principal amount of the Notes is payable at maturity
on January 31, 2035. The interest on the Notes shall accrue from and including
July 23, 2024 or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided
for. Interest on the Notes shall be payable semi-annually in arrears on January 31 and July 31 of each year (each an “Interest
Payment Date”), commencing on January 31, 2025. Interest shall be paid to persons in whose names the Notes are registered on
the January 15 and July 15 preceding the Interest Payment Date, whether or not a Business Day (each a “Regular Record Date”).
4.
The principal of (and premium or Make-Whole Amount, if any), interest, if any, on the Notes shall be payable, and the Notes may
be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes and the
Indenture may be served at the Corporate Trust Office of the Trustee (including for these purposes, its office, located at 100 Wall Street,
Suite 1600, New York, New York 10005).
5.
At any time prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time at the option
of the Company, upon notice of not more than 60 nor less than 10 days prior to the Redemption Date, at a Redemption Price calculated by
the Company and equal to the greater of
| · | the sum of the present values of the remaining scheduled payments of principal and interest thereon that
would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), determined by discounting
to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest
at the Treasury Rate plus 15 basis points, and |
| · | 100% of the principal amount of such Notes to be redeemed, |
plus, in either case, accrued
and unpaid interest, if any, to, but not including, the Redemption Date.
In addition, on or after the
Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company, at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including,
the Redemption Date.
The following definitions
apply with respect to the Make-Whole Amount:
“Par Call Date”
means October 31, 2034.
“Treasury
Rate” means, with respect to any redemption date, the yield determined by the Company in accordance with the following
two paragraphs:
(1) The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15”(or
any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury
constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (A) the yield for the Treasury constant maturity on H.15 exactly equal to the period from
the redemption date to the Par Call Date (the “Remaining Life”); or (B) if there is no such Treasury constant maturity
on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15
immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life
— and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (C) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years,
as applicable, of such Treasury constant maturity from the redemption date.
(2) If
on the third business day preceding the redemption date H.15 TCM is no longer published the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the Make-Whole Amount shall be conclusive and binding for all purposes, absent manifest error.
If notice of redemption has
been given as provided in the Base Indenture and funds for the redemption of any Notes called for redemption shall have been made available
on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption Date and the only right of
the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Redemption Price upon surrender of such
Notes in accordance with such notice.
6.
The Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of
the Holder.
7.
The Notes shall be issuable in book-entry form only, in minimum denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.
8.
The principal amount of, and the Make-Whole Premium, if any, on, the Notes shall be payable upon declaration of acceleration pursuant
to Section 502 of the Base Indenture.
9.
The Notes shall be denominated in and principal of or interest on the Notes (or Redemption Price) shall be payable in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
10.
Except as provided in paragraph 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the
Notes (or Redemption Price) shall not be determined with reference to an index or formula.
11.
Except as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Redemption
Price) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which the Notes are denominated or stated to be payable.
12.
Except as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights
to the Holders of Notes upon the occurrence of specified events.
13.
The Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company
contained in the Indenture.
14.
Except as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or
temporary global Securities.
15.
Sections 1402 and 1403 of the Base Indenture shall be applicable to the Notes.
16.
The Notes shall not be issued upon the exercise of debt warrants.
17.
Article Sixteen of the Base Indenture shall not be applicable to the Notes.
18.
The other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated September
15, 2022 (provided the provisions under the heading “Description of Debt Securities of Prologis, L.P.–Guarantees” therein
do not apply to the Notes) and the Prospectus Supplement dated July 18, 2024 relating to the Notes.
[The remainder of this page
intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate on the date first written above.
|
By: |
|
|
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
|
|
|
By: |
|
|
|
|
Name: |
Jessica Polgar |
|
|
Title: |
Assistant Secretary |
[Signature Page to Officers’
Certificate – 5.000% Notes due 2035]
Exhibit 4.2
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED | |
PRINCIPAL AMOUNT |
No.: R-[●] | |
$[●] |
CUSIP No.: 74340XCN9
ISIN No.: US74340XCN93
PROLOGIS, L.P.
5.000% NOTE DUE 2035
PROLOGIS, L.P., a limited
partnership organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall
include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, upon presentation, the principal sum of [●] ($[●]) on January 31, 2035 and to pay interest on the outstanding principal
amount thereon at the rate of 5.000% per annum, until the entire principal hereof is paid or made available for payment. Interest shall
accrue from and including July 23, 2024 or from and including the most recent Interest Payment Date to which interest has been paid or
duly provided for, and be payable semi-annually in arrears on January 31 and July 31 in each year, commencing on January 31, 2025. The
interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not more than 15 days and not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of, or Make-Whole Amount, if applicable, on, and interest on this Security will be made at the corporate trust
office of the Trustee, initially located at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071, or elsewhere as provided
in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Company, payment of interest may be made by (i) check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register or (ii) transfer to an account of the Person entitled
thereto located inside the United States.
Each Security of this series
is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”), as amended by the fifth
supplemental indenture, dated as of August 15, 2013 (together with the Base Indenture, the “Indenture”), among the Company,
Prologis, Inc. (“Prologis”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National
Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect
to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, Prologis, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the first page hereof, initially limited in aggregate principal amount to $700,000,000, subject to
the Company’s right to increase the aggregate principal amount of such series from time to time.
At any time prior to the Par
Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time at the option of the Company
at a redemption price (the “Make-Whole Amount”) calculated by the Company and equal to the greater of
(1) the
sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be
due if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date), determined by discounting to
the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest at
the Treasury Rate plus 15 basis points, and
(2) 100%
of the principal amount of such Securities to be redeemed,
plus, in either case, accrued and unpaid interest,
if any, to, but not including, the redemption date.
In addition, on or after the
Par Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the option of the Company,
at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any,
to, but not including the redemption date.
The following definitions
apply with respect to the Make-Whole Amount:
“Par Call Date”
means October 31, 2034.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs:
(1) The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15”(or
any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant
maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (A) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption
date to the Par Call Date (the “Remaining Life”); or (B) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (C) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
(2) If
on the third business day preceding the redemption date H.15 TCM is no longer published the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the Make-Whole Amount shall be conclusive and binding for all purposes, absent manifest error.
Notice of redemption will
be mailed at least 10 but not more than 60 days before the redemption date to the Holder of record of the Securities of this series to
be redeemed at its registered address.
The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the Make-Whole Amount on the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
As provided in and subject
to the provisions of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already
have become due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any interest on or after the respective due dates expressed herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, Prologis and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, Make-Whole Amount, if applicable, on, and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, Make-Whole
Amount, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series
are issuable in book-entry form only without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse under or upon
any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby,
shall be had against any promoter, as such, or against any past, present or future stockholder, partner, director, officer, employee,
agent thereof or trustee, as such, of the Company or of any successor thereof, either directly or through the Company or any successor
thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder thereof
and as part of the consideration for the issue of the Securities of this series.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES,
INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed
on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed
hereon.
[This space intentionally left blank.]
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by the undersigned officer.
|
PROLOGIS, L.P. |
|
|
|
By: |
Prologis, Inc., its sole general partner |
|
|
|
By: |
|
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
Attest |
|
|
|
By: |
|
|
|
Name: |
Jessica Polgar |
|
|
Title: |
Assistant Secretary |
|
Dated: July 23, 2024
[Signature Page to Global
Note due 2035(R-[●])]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
as trustee |
|
|
|
By: |
|
|
|
Authorized Officer |
|
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
the within-mentioned Security of Prologis, L.P.
and hereby does irrevocably constitute and appoint Attorney to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated: _________________
NOTICE: The signature to this assignment must
correspond with the name as it appears on the first page of the within-mentioned Security in every particular, without alteration or enlargement
or any change whatever.
Exhibit 4.3
PROLOGIS, L.P.
OFFICERS’ CERTIFICATE
July 23, 2024
The undersigned officers of
Prologis, Inc. (“Prologis, Inc.”), the sole general partner of Prologis, L.P. (the “Company”), on
behalf of the Company, hereby certify that, pursuant to resolutions adopted by the Board of Directors of Prologis, Inc. (the “Board”)
on September 20, 2023 and the Securities Offering Transaction Committee of the Board (the “Committee”) on January 18,
2024, an existing series of 5.250% Notes due 2054 was established by means of an Officers’ Certificate, dated January 25, 2024,
in accordance with the Indenture, dated as of June 8, 2011 (the “Base Indenture,” and, as supplemented by the
Fifth Supplemental Indenture thereto, the “Indenture”), among the Company, Prologis, Inc. and U.S. Bank Trust Company,
National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), of which
$450,000,000 aggregate principal amount was issued on January 25, 2024 having the following terms and provisions (the “Existing
Notes”).
The undersigned officers, on
behalf of the Company, acting pursuant to resolutions adopted by the Board on May 9, 2024 and the Committee on July 18, 2024, hereby reopen
the existing series of 5.250% Notes due 2054 with the further issuance, creation and establishment of an additional $400,000,000 aggregate
principal amount of such notes (the “Additional Notes”) by means of this Officers’ Certificate in accordance
with the Indenture, having the following terms and provisions. Capitalized terms used but not defined in this Officers’ Certificate
shall have the meanings ascribed to them in the Indenture.
5.250% Notes due 2054
1.
The series is entitled the “5.250% Notes due 2054” (the “Notes”).
2.
The $400,000,000 aggregate principal amount of Additional Notes constitutes a further issuance of the Existing Notes, of which
$450,000,000 aggregate principal amount was issued on January 25, 2024. The Additional Notes will form a single series with the Existing
Notes under the Indenture. The Notes shall be limited to an aggregate principal amount of $850,000,000 (except in each case for Notes
authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes of or within the series pursuant
to Section 304, 305, 306, 906, 1107 or 1305 of the Base Indenture); provided, the Company may increase such aggregate principal amount
upon the action of the Board to do so from time to time.
3.
The Notes shall bear interest at the rate of 5.250% per annum. The aggregate principal amount of the Notes is payable at maturity
on March 15, 2054. The interest on the Notes shall accrue from and including
January 25, 2024 or from and including the most recent Interest Payment Date (as defined below) to which interest has been paid or duly
provided for. Interest on the Notes shall be payable semi-annually in arrears on March 15 and September 15 of each year (each an “Interest
Payment Date”), commencing on September 15, 2024. Interest shall be paid to persons in whose names the Notes are registered
on the March 1 and September 1 preceding the Interest Payment Date, whether or not a Business Day (each a “Regular Record Date”).
4.
The principal of (and premium or Make-Whole Amount, if any), interest, if any, on the Notes shall be payable, and the Notes may
be surrendered for registration of transfer or exchange and notices or demands to or upon the Company in respect of the Notes and the
Indenture may be served at the Corporate Trust Office of the Trustee (including for these purposes, its office, located at 100 Wall Street,
Suite 1600, New York, New York 10005).
5.
At any time prior to the Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time at the option
of the Company, upon notice of not more than 60 nor less than 10 days prior to the Redemption Date, at a Redemption Price calculated by
the Company and equal to the greater of
| · | the sum of the present values of the remaining scheduled payments of principal and interest thereon that
would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the Redemption Date), determined by discounting
to the Redemption Date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest
at the Treasury Rate plus 15 basis points, and |
| · | 100% of the principal amount of such Notes to be redeemed, |
plus, in either case, accrued
and unpaid interest, if any, to, but not including, the Redemption Date.
In addition, on or after the
Par Call Date, the Notes will be redeemable in whole at any time or in part from time to time, at the option of the Company, at a Redemption
Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including,
the Redemption Date.
The following definitions
apply with respect to the Make-Whole Amount:
“Par Call Date”
means September 15, 2053.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs:
(1) The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15”(or
any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury
constant maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (A) the yield for the Treasury constant maturity on H.15 exactly equal to the period from
the redemption date to the Par Call Date (the “Remaining Life”); or (B) if there is no such Treasury constant maturity
on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15
immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life
— and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (C) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years,
as applicable, of such Treasury constant maturity from the redemption date.
(2) If
on the third business day preceding the redemption date H.15 TCM is no longer published the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the Make-Whole Amount shall be conclusive and binding for all purposes, absent manifest error.
If notice of redemption has
been given as provided in the Base Indenture and funds for the redemption of any Notes called for redemption shall have been made available
on the Redemption Date referred to in such notice, such Notes shall cease to bear interest on the Redemption Date and the only right of
the Holders of the Notes from and after the Redemption Date shall be to receive payment of the Redemption Price upon surrender of such
Notes in accordance with such notice.
6.
The Notes shall not provide for any sinking fund or analogous provision. None of the Notes shall be redeemable at the option of
the Holder.
7.
The Notes shall be issuable in book-entry form only, in minimum denominations of $2,000 and any integral multiple of $1,000 in
excess thereof.
8.
The principal amount of, and the Make-Whole Premium, if any, on, the Notes shall be payable upon declaration of acceleration pursuant
to Section 502 of the Base Indenture.
9.
The Notes shall be denominated in and principal of or interest on the Notes (or Redemption Price) shall be payable in such coin
or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
10.
Except as provided in paragraph 5 of this Officers’ Certificate, the amount of payments of principal of or interest on the
Notes (or Redemption Price) shall not be determined with reference to an index or formula.
11.
Except as set forth herein, in the Indenture or in the Notes, none of the principal of or interest on the Notes (or Redemption
Price) shall be payable at the election of the Company or a Holder thereof in a currency or currencies, currency unit or units or composite
currency or currencies other than that in which the Notes are denominated or stated to be payable.
12.
Except as set forth in the Indenture or the Trust Indenture Act, the Notes shall not contain any provisions granting special rights
to the Holders of Notes upon the occurrence of specified events.
13.
The Notes shall not contain any deletions from, modifications of or additions to the Events of Default or covenants of the Company
contained in the Indenture.
14.
Except as set forth herein, in the Indenture or in the Notes, the Notes shall not be issued in the form of bearer Securities or
temporary global Securities.
15.
Sections 1402 and 1403 of the Base Indenture shall be applicable to the Notes.
16.
The Notes shall not be issued upon the exercise of debt warrants.
17.
Article Sixteen of the Base Indenture shall not be applicable to the Notes.
18.
The other terms and conditions of the Notes shall be substantially as set forth in the Indenture, in the Prospectus dated September
15, 2022 (provided the provisions under the heading “Description of Debt Securities of Prologis, L.P.–Guarantees” therein
do not apply to the Notes) and the Prospectus Supplements dated January 18, 2024, in the case of the Existing Notes, and July 18, 2024,
in the case of the Additional Notes.
[The remainder of this page
intentionally left blank.]
IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate on the date first written above.
|
By: |
|
|
|
Name: Anne DeMarco |
|
|
Title: Vice President and Assistant Secretary |
|
|
|
By: |
|
|
|
Name: Jessica Polgar |
|
|
Title: Assistant Secretary |
[Signature Page to Officers’
Certificate – 5.250% Notes due 2054]
Exhibit 4.4
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Company (as defined below) or its agent
for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
REGISTERED | |
PRINCIPAL AMOUNT |
No.: R-[●] | |
$[●] |
CUSIP No.: 74340XCK5
ISIN No.: US74340XCK54
PROLOGIS, L.P.
5.250% NOTE DUE 2054
PROLOGIS, L.P., a limited
partnership organized and existing under the laws of the State of Delaware (hereinafter called the “Company,” which term shall
include any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, upon presentation, the principal sum of [●] ($[●]) on March 15, 2054 and to pay interest on the outstanding principal
amount thereon at the rate of 5.250% per annum, until the entire principal hereof is paid or made available for payment. Interest shall
accrue from and including January 25, 2024 or from and including the most recent Interest Payment Date to which interest has been paid
or duly provided for, and be payable semi-annually in arrears on March 15 and September 15 in each year, commencing on September 15, 2024.
The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest which shall be March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder
on such Regular Record Date, and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Securities of this series not more than 15 days and not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on
which the Securities may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of, or Make-Whole Amount, if applicable, on, and interest on this Security will be made at the corporate trust
office of the Trustee, initially located at 633 West Fifth Street, 24th Floor, Los Angeles, California 90071, or elsewhere as provided
in the Indenture, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public
and private debts; provided, however, that at the option of the Company, payment of interest may be made by (i) check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register or (ii) transfer to an account of the Person entitled
thereto located inside the United States.
Each Security of this series
is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in
one or more series under an Indenture, dated as of June 8, 2011 (herein called the “Base Indenture”), as amended by the fifth
supplemental indenture, dated as of August 15, 2013 (together with the Base Indenture, the “Indenture”), among the Company,
Prologis, Inc. (“Prologis”) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National
Association, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture with respect
to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, Prologis, the Trustee and
the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security
is one of the series designated on the first page hereof, limited in aggregate principal amount to $850,000,000, subject to the Company’s
right to increase the aggregate principal amount of such series from time to time.
At any time prior to the Par
Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time at the option of the Company
at a redemption price (the “Make-Whole Amount”) calculated by the Company and equal to the greater of
(1) the
sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed that would be
due if the Securities matured on the Par Call Date (exclusive of interest accrued to the redemption date), determined by discounting to
the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), such principal and interest at
the Treasury Rate plus 15 basis points, and
(2) 100%
of the principal amount of such Securities to be redeemed,
plus, in either case, accrued and unpaid interest,
if any, to, but not including, the redemption date.
In addition, on or after the
Par Call Date, the Securities of this series may be redeemed in whole at any time or in part from time to time, at the option of the Company,
at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest, if any,
to, but not including the redemption date.
The following definitions
apply with respect to the Make-Whole Amount:
“Par Call Date”
means September 15, 2053.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs:
(1) The
Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption
date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15”(or
any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant
maturities — Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the
Company shall select, as applicable: (A) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption
date to the Par Call Date (the “Remaining Life”); or (B) if there is no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal
places; or (C) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant
maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date.
(2) If
on the third business day preceding the redemption date H.15 TCM is no longer published the Company shall calculate the Treasury Rate
based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par
Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United
States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity
date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more
United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid
and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance
with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon
the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United
States Treasury security, and rounded to three decimal places.
The Company’s actions
and determinations in determining the Make-Whole Amount shall be conclusive and binding for all purposes, absent manifest error.
Notice of redemption will
be mailed at least 10 but not more than 60 days before the redemption date to the Holder of record of the Securities of this series to
be redeemed at its registered address.
The Indenture contains provisions
for defeasance at any time of (a) the entire indebtedness of the Company on this Security and (b) certain restrictive covenants and the
related defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions
set forth in the Indenture, which provisions apply to this Security.
If an Event of Default with
respect to Securities of this series shall occur and be continuing, the Make-Whole Amount on the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.
As provided in and subject
to the provisions of the Indenture, unless the principal of all of the Securities of this series at the time Outstanding shall already
have become due and payable, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25%
in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have
received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent
with such request, and the Trustee shall have failed to institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any interest on or after the respective due dates expressed herein.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company, Prologis and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the
Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, Make-Whole Amount, if applicable, on, and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender
of this Security for registration of transfer at the office or agency of the Company in any Place of Payment where the principal of, Make-Whole
Amount, if applicable, on, and interest on this Security are payable duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series
are issuable in book-entry form only without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable
for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be
made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of
this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse under or upon
any obligation, covenant or agreement contained in the Indenture or in this Security, or because of any indebtedness evidenced thereby,
shall be had against any promoter, as such, or against any past, present or future stockholder, partner, director, officer, employee,
agent thereof or trustee, as such, of the Company or of any successor thereof, either directly or through the Company or any successor
thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Security by the Holder thereof
and as part of the consideration for the issue of the Securities of this series.
All terms used in this Security
which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES,
INCLUDING THIS SECURITY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused “CUSIP” numbers to be printed
on the Securities of this series as a convenience to the Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be placed only on the other identification numbers printed
hereon.
[This space intentionally left blank.]
Unless the certificate of authentication hereon
has been executed by or on behalf of the Trustee by manual signature, this Security shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed by the undersigned officer.
|
PROLOGIS, L.P. |
|
|
|
By: Prologis, Inc., its sole general partner |
|
|
|
By: |
|
|
|
Name: |
Anne DeMarco |
|
|
Title: |
Vice President and Assistant Secretary |
Attest |
|
|
|
By: |
|
|
|
Name: |
Jessica Polgar |
|
|
Title: |
Assistant Secretary |
|
Dated: July 23, 2024
[Signature Page to Global Note due 2054(R-[●])]
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, |
as trustee |
|
|
|
By: |
|
|
|
Authorized Officer |
|
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
the within-mentioned Security of Prologis, L.P.
and hereby does irrevocably constitute and appoint Attorney to transfer said Security on the books of the within-named Company with full
power of substitution in the premises.
Dated: _________________
NOTICE: The signature to this assignment must
correspond with the name as it appears on the first page of the within-mentioned Security in every particular, without alteration or enlargement
or any change whatever.
Exhibit 5.1
|
Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com |
July 23, 2024
Board of Directors
Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
Re: |
Registration Statement on |
|
Form S-3 (File No. 333-267431) |
Ladies and Gentlemen:
We have acted as special counsel to Prologis, Inc.,
a Maryland corporation (the “Parent”), and its operating partnership, Prologis, L.P., a Delaware limited partnership
(the “Issuer”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities
Act”), of $700,000,000 aggregate principal amount of the Issuer’s 5.000% Notes due 2035 (the “2035 Notes”)
and an additional $400,000,000 aggregate principal amount of the Issuer’s 5.250% Notes due 2054 (the “2054 Notes”
and, together with the 2035 Notes, the “Notes”), as described in the prospectus relating to the Notes (the “Prospectus”),
as supplemented by the prospectus supplement, dated as of July 18, 2024 (the “Prospectus Supplement”), contained
in the Issuer’s and the Parent’s Registration Statement on Form S-3 (File No. 333-267431) (the “Registration
Statement”). The 2054 Notes constitute a further issuance of, and will form a single series with, the Issuer’s 5.250%
notes due 2054, of which $450,000,000 aggregate principal amount was issued on January 25, 2024. The Notes will be issued under the
Indenture, dated as of June 8, 2011 (the “Base Indenture”), among the Issuer and the Parent and U.S. Bank Trust
Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”),
as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 (the Base Indenture as supplemented by the fifth
supplemental indenture, the “Indenture”).
We have also participated in the preparation and
filing with the Securities and Exchange Commission (the “SEC”) under the Securities Act of the Registration Statement,
relating to the debt securities of which the Notes are a part. In rendering our opinions set forth below, we have examined originals or
copies identified to our satisfaction of (i) the Registration Statement, including the Prospectus; (ii) the Prospectus Supplement;
(iii) the Parent’s Articles of Incorporation, as amended and supplemented; (iv) the Parent’s Ninth Amended and Restated
Bylaws; (v) the certificate of limited partnership of the Issuer; (vi) the Thirteenth Amended and Restated Agreement of Limited
Partnership, as amended, of the Issuer; (vii) resolutions of the Parent’s Board of Directors and committees thereof; (viii) the
Indenture and (ix) the forms of the Notes. In addition, we have examined and relied upon other documents, certificates, corporate
records, opinions and instruments, obtained from the Issuer and the Parent or other sources believed by us to be reliable, as we have
deemed necessary or appropriate for the purpose of this opinion. In rendering this opinion, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted
to us as copies.
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown
LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados
(a Brazilian partnership).
Mayer Brown LLP
Board of Directors
Prologis, Inc.
July 23, 2024
Page 2
Based upon and subject to the foregoing and to
the assumptions, conditions and limitations set forth herein, we are of the opinion that the Notes have been duly authorized and, when
executed by the Issuer and authenticated by the Trustee in the manner provided for in the Indenture and delivered against payment therefore,
will constitute valid and binding obligations of the Issuer, enforceable in accordance with their terms, except as (a) the enforcement
thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles and (b) the enforceability of provisions imposing
liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances,
and will be entitled to the benefits of the Indenture.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement and to being named in the related Prospectus and Prospectus Supplement under the caption “Legal
Matters” with respect to the matters stated therein. In giving this consent, we do not thereby
admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations of the SEC.
The opinions contained herein are limited to Federal
laws of the United States and the laws of the State of New York, the Delaware Revised Uniform Limited Partnership Act and the Maryland
General Corporation Law. We are not purporting to opine on any matter to the extent that it involves the laws of any other jurisdiction.
This opinion
is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters
relating to the Parent, the Issuer or any other person, or any other document or agreement involved with issues addressed herein. We assume
no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinions expressed herein.
Sincerely,
/s/ Mayer Brown LLP
Mayer Brown LLP
v3.24.2
Cover
|
Jul. 18, 2024 |
Entity Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 18, 2024
|
Entity File Number |
001-13545
|
Entity Registrant Name |
PROLOGIS, INC.
|
Entity Central Index Key |
0001045609
|
Entity Tax Identification Number |
94-3281941
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
Pier
1
|
Entity Address, Address Line Two |
Bay
1
|
Entity Address, City or Town |
San
Francisco
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94111
|
City Area Code |
415
|
Local Phone Number |
394-9000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
Common Stock, $0.01 par value
|
Trading Symbol |
PLD
|
Security Exchange Name |
NYSE
|
Prologis L P [Member] |
|
Entity Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jul. 18, 2024
|
Entity File Number |
001-14245
|
Entity Registrant Name |
PROLOGIS, L.P.
|
Entity Central Index Key |
0001045610
|
Entity Tax Identification Number |
94-3285362
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
Pier 1
|
Entity Address, Address Line Two |
Bay 1
|
Entity Address, City or Town |
San Francisco
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
94111
|
City Area Code |
415
|
Local Phone Number |
394-9000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Prologis L P [Member] | Notes 3. 000 Percent Due 2026 [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
3.000% Notes due 2026
|
Trading Symbol |
PLD/26
|
Security Exchange Name |
NYSE
|
Prologis L P [Member] | Notes 2. 250 Percent Due 2029 [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
2.250% Notes due 2029
|
Trading Symbol |
PLD/29
|
Security Exchange Name |
NYSE
|
Prologis L P [Member] | Notes 5. 625 Percent Due 2040 [Member] |
|
Entity Information [Line Items] |
|
Title of 12(b) Security |
5.625% Notes due 2040
|
Trading Symbol |
PLD/40
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=pld_PrologisLPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=pld_Notes3.000PercentDue2026Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=pld_Notes2.250PercentDue2029Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=pld_Notes5.625PercentDue2040Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Prologis (NYSE:PLD)
Historical Stock Chart
From Jul 2024 to Aug 2024
Prologis (NYSE:PLD)
Historical Stock Chart
From Aug 2023 to Aug 2024