Item 8.01 Other Events.
On October 27, the Operating Partnership priced
an offering of C$500,000,000 aggregate principal amount of its 5.250% Notes due 2031 (the “Notes”). In connection with the
offering, the Operating Partnership entered into an Underwriting Agreement, dated October 27, 2022 (the “Underwriting Agreement”),
with Scotia Capital Inc. and TD Securities Inc., as the underwriters (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 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 and the ninth supplemental indenture, dated as of November 3, 2022
(the Base Indenture, as supplemented by the fifth supplemental indenture and ninth supplemental indenture, the “Indenture”).
The net proceeds to the Operating Partnership from
the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately C$497.9 million.
The Operating Partnership intends to use the net proceeds of the offering for
general corporate purposes, including to repay or repurchase other indebtedness or manage other capital needs. In the short term,
the Operating Partnership may use the net proceeds to repay borrowings under its global line of credit.
The Notes will bear interest at a rate
of 5.250% per annum and mature on January 15, 2031. The Notes will be senior unsecured obligations
of the Operating Partnership.
At any time prior to October 15, 2030 (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 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 interest (not including any portion of the payments of interest accrued as of the
date of redemption) and principal on the Notes to be redeemed from the redemption date to the Par Call Date using as a discount rate the
sum of the Government of Canada Yield Rate plus 51 basis points. 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 Operating Partnership’s option, at a redemption price equal to 100% of
the principal amount of the 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 October 27, 2022, and base prospectus, dated September
15, 2022, relating to the public offering of the Notes, the Operating Partnership is filing the Underwriting Agreement, the ninth supplemental
indenture, 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.