UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 27, 2009
PROLOGIS
(Exact name of registrant as specified in charter)
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| Maryland
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1-12846
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74-2604728 |
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(Commission File Number)
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(I.R.S. Employer Identification |
| of Incorporation)
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No.) |
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| 4545 Airport Way, Denver, Colorado
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80239 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, including Area Code: (303) 567-5000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 27, 2009, ProLogis completed an offering of $600 million aggregate principal amount
of its 7.375% notes due 2019 (the “Notes”). In connection with the offering, ProLogis entered into
an Underwriting Agreement, dated October 27, 2009, with Banc of America Securities LLC, Citigroup
Global Markets Inc. and Goldman, Sachs & Co., as representatives of the several underwriters named
in Schedule A thereto (the “Underwriters”), pursuant to which ProLogis agreed to sell and the
Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein,
$600 million aggregate principal amount of the Notes. A copy of the Underwriting Agreement has been
filed as an exhibit to this report and is incorporated herein by reference.
The offering of the Notes is expected to close on October 30, 2009. The net proceeds to
ProLogis from the sale of the Notes, after the underwriters’ discount and offering expenses, are
estimated to be approximately $593.5 million. ProLogis intends to use the net proceeds from the
offering of the Notes for the repayment of borrowings under its global line of credit and for
general corporate purposes, which may include the repayment or repurchase of other indebtedness.
Affiliates of certain of the underwriters are lenders under ProLogis’s global line of credit and
therefore will receive proceeds from the offering to the extent that proceeds are used to repay
borrowings under the global line of credit.
The Notes will bear interest at a rate of 7.375% per annum and mature on October 30, 2019.
The Notes are subject to the Registration Statement (File No. 333-157818) that ProLogis filed
with the SEC relating to the public offering from time to time of securities of ProLogis pursuant
to Rule 415 of the Securities Act of 1933, as amended. In connection with ProLogis filing with the
SEC a definitive prospectus supplement, dated October 27, 2009, and prospectus, dated October 27,
2009, relating to the public offering of the Notes, ProLogis is filing certain exhibits to such
Registration Statement as part of its Current Report on Form 8-K. See “Item 9.01 — Financial
Statements and Exhibits.”
This Current Report on Form 8-K 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.
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated October 27, 2009, among
ProLogis, Banc of America Securities LLC, Citigroup Global
Markets Inc. and Goldman, Sachs & Co., as Representatives of
the several Underwriters named in Schedule A thereto. |
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4.1
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Chief Executive Officer’s Certificate. |
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4.2
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7.375% Note due October 30, 2019 in the amount of $500 million. |
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4.3
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7.375% Note due October 30, 2019 in the amount of $100 million. |
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5.1
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Opinion of Mayer Brown LLP. |
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23.1
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Consent of Mayer Brown LLP (contained in Exhibit 5.1 hereto). |
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