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): December 20, 2012
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified in charter)
| Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) |
001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.) |
94-3281941 (Prologis, Inc.) 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)) |
Item 8.01. Other Events.
On December 20, 2012, we announced the signing of a definitive agreement to form Prologis European Logistics Partners Sàrl, a Euro-denominated joint venture with Norges Bank Investment Management, the manager of the Norwegian Government Pension Fund Global.
In connection with the transaction we issued to Norges Bank a warrant to acquire six million shares of Prologis common stock at an exercise price of $35.64 per share. The warrant expires three years from the date of issuance. The warrant was sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to our shelf registration statement on Form S-3, as amended (File No. 333-153379).
Copies of the warrant, opinion of our counsel relating to the issuance of the warrant and the press release announcing the transaction are attached as Exhibits 4.1, 5.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | Warrant, dated December 20, 2012 | |
| 5.1 | Opinion of Mayer Brown LLP | |
| 23.1 | Consent of Mayer Brown LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated December 20, 2012 | |
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: December 20, 2012 | By: | /s/ Michael T. Blair | ||||||
| Name: | Michael T. Blair | |||||||
| Title: | Managing Director, Deputy General Counsel and Assistant Secretary | |||||||
| PROLOGIS, L.P. By: Prologis, Inc., its General Partner | ||||||||
| Date: December 20, 2012 | By: | /s/ Michael T. Blair | ||||||
| Name: | Michael T. Blair | |||||||
| Title: | Managing Director, Deputy General Counsel and Assistant Secretary | |||||||