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): April 19, 2013
PROLOGIS, INC.
(Exact name of registrant as specified in charter)
| Maryland | 001-13545 | 94-3281941 | ||
| (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) |
Registrant’s 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)) |
Item 8.01. Other Events.
On April 19, 2013, we completed the redemptions of all of the outstanding preferred stock shown below, par value $0.01 per share, for the aggregate redemption prices per share of each series shown below. A copy of the press release announcing the completion of the redemptions is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Series | CUSIP No. | Redemption Price |
Accrued and Unpaid Dividends |
Aggregate Redemption Price |
||||||||||||
| 6.50% Series L Cumulative Redeemable Preferred Stock |
74340W509 | $ | 25.00 | $ | 0.013542 | $ | 25.013542 | |||||||||
| 6.75% Series M Cumulative Redeemable Preferred Stock |
74340W608 | $ | 25.00 | $ | 0.014063 | $ | 25.014063 | |||||||||
| 7.00% Series O Cumulative Redeemable Preferred Stock |
74340W707 | $ | 25.00 | $ | 0.014583 | $ | 25.014583 | |||||||||
| 6.85% Series P Cumulative Redeemable Preferred Stock |
74340W806 | $ | 25.00 | $ | 0.014271 | $ | 25.014271 | |||||||||
| Series R Cumulative Redeemable Preferred Stock |
74340W301 | $ | 25.00 | $ | 0.089063 | $ | 25.089063 | |||||||||
| Series S Cumulative Redeemable Preferred Stock |
74340W400 | $ | 25.00 | $ | 0.089063 | $ | 25.089063 | |||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release, dated April 22, 2013 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||||
| Date: April 22, 2013 | By: | /s/ Michael T. Blair | ||
| Name: Title: |
Michael T. Blair Managing Director, Deputy General Counsel and Assistant Secretary | |||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Prologis Completes Redemptions of Six Series of its Preferred Stock
SAN FRANCISCO (April 22, 2013) — Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today announced that on Friday, April 19, it completed the redemptions of all of the outstanding preferred stock shown below, par value $0.01 per share (the “Preferred Shares”), for the aggregate redemption prices per share of each series shown below (the “Redemption Price”).
| Series | CUSIP No. | Redemption Price |
Accrued and Unpaid Dividends |
Aggregate Redemption Price |
||||||||||||
| 6.50% Series L Cumulative Redeemable Preferred Stock |
74340W509 | $ | 25.00 | $ | 0.013542 | $ | 25.013542 | |||||||||
| 6.75% Series M Cumulative Redeemable Preferred Stock |
74340W608 | $ | 25.00 | $ | 0.014063 | $ | 25.014063 | |||||||||
| 7.00% Series O Cumulative Redeemable Preferred Stock |
74340W707 | $ | 25.00 | $ | 0.014583 | $ | 25.014583 | |||||||||
| 6.85% Series P Cumulative Redeemable Preferred Stock |
74340W806 | $ | 25.00 | $ | 0.014271 | $ | 25.014271 | |||||||||
| Series R Cumulative Redeemable Preferred Stock |
74340W301 | $ | 25.00 | $ | 0.089063 | $ | 25.089063 | |||||||||
| Series S Cumulative Redeemable Preferred Stock |
74340W400 | $ | 25.00 | $ | 0.089063 | $ | 25.089063 | |||||||||
From April 19, 2013 forward, dividends on Preferred Shares will no longer accrue and holders of the Preferred Shares will have no rights as such holders other than the right to receive the Redemption Price, without interest, upon book-entry transfer or surrender of the Preferred Shares. The Notices of Redemption were mailed to record holders of the Preferred Shares on March 21, 2013.
About Prologis
Prologis, Inc. is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of Dec. 31, 2012, Prologis owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 554 million square feet (51.5 million square meters) in 21 countries. The company leases modern distribution facilities to more than 4,500 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises.
The statements in this release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis operates, management’s beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact Prologis’ financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of properties, disposition activity, general conditions in the geographic areas where we operate, our debt and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, dispositions and development of
properties, (v) maintenance of real estate investment trust (“REIT”) status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments in our co-investment ventures and funds, including our ability to establish new co-investment ventures and funds, (viii) risks of doing business internationally, including currency risks, (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by Prologis under the heading “Risk Factors.” Prologis undertakes no duty to update any forward-looking statements appearing in this release.
Media Contacts (San Francisco)
Tracy Ward, Tel: +1 415 733 9565, tward@prologis.com
Atle Erlingsson, Tel: +1 415 733 9495, aerlingsson@prologis.com