UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

Prologis, Inc.

Prologis, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland (Prologis, Inc.)

Delaware (Prologis, L.P.)

  

94-3281941 (Prologis, Inc.)

94-3285362 (Prologis, L.P.)

(State of incorporation or organization)   (I.R.S. Employer Identification No.)

Pier 1, Bay 1

San Francisco, California 94111

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Floating Rate Notes due 2020   The New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-216491

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

 

Item 1. Description of Registrant’s Securities to be Registered

A complete description of the Floating Rate Notes due 2020 issued by Prologis, L.P., including the corresponding guarantee by Prologis, Inc., which are to be registered hereunder, is contained under the caption “Description of Debt Securities” in the Prospectus dated March 7, 2017 (the “Base Prospectus”) and under the caption “Description of Notes” in the Prospectus Supplement dated January 24, 2018 to the Base Prospectus, forming a part of the Form S-3 Registration Statement (File No. 333-216491) (the “Registration Statement”) of Prologis, L.P. and Prologis, Inc., filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

 

Item 2. Exhibits

The following exhibits are filed herewith and with the New York Stock Exchange, Inc.

 

Exhibit No.

   

Description

4.1    Indenture, dated as of June 8, 2011, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011 and also incorporated by reference to Exhibit 4.2 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011).
4.2    Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, L.P., Prologis, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s Current Report on Form 8-K filed August 15, 2013 and also incorporated by reference to Exhibit 4.1 to Prologis, L.P.’s Current Report on Form 8-K filed August 15, 2013).
4.3    Seventh Supplemental Indenture, dated as of February 20, 2014, among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014 and also incorporated by reference to Exhibit 4.6 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014).
4.4    Form of Officers’ Certificate related to the Floating Rate Notes due 2020 (incorporated by reference to Exhibit 4.1 of Prologis, Inc.’s Current Report on Form 8-K filed January 26, 2018).
4.5    Form of Floating Rate Notes due 2020 (incorporated by reference to Exhibit 4.2 of Prologis, Inc.’s Current Report on Form 8-K filed January 26, 2018).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date: January 29, 2018     Prologis, Inc.
    By:   /s/ Deborah K. Briones
    Name:   Deborah K. Briones
    Title:   Senior Vice President, Associate General Counsel
Date: January 29, 2018     Prologis, L.P.
    By: Prologis, Inc., its general partner
    By:  

/s/ Deborah K. Briones

    Name:   Deborah K. Briones
    Title:   Senior Vice President, Associate General Counsel