Prologis Announces Expiration and Final Results of Maximum Tender Offer and Details of Related Charges

SAN FRANCISCO, Nov. 22, 2013 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD) announced today the expiration and final results of the previously announced cash tender offer (the "Maximum Tender Offer") by its operating subsidiary, Prologis, L.P. ("Prologis"), to purchase, after giving effect to Prologis' recently completed any and all tender offer for certain other series of notes, the series of notes listed in the table below (the "Maximum Tender Notes") for up to approximately $45 million, including Accrued Interest (defined below) but excluding fees and expenses (the "Maximum Tender Amount").  As of 11:59 pm, New York City (NYC) time, on November 21, 2013 (the "Maximum Tender Expiration Time"), the aggregate principal amount of Maximum Tender Notes validly tendered and not validly withdrawn was approximately $324.4 million, as reported by the depositary.  The table below sets forth the aggregate principal amount of each series of Maximum Tender Notes that was validly tendered and not validly withdrawn at or prior to the Maximum Tender Expiration Time, as reported by the depositary, as well as the approximate aggregate principal amount of each series of Maximum Tender Notes accepted by Prologis for purchase.

The Maximum Tender Offer was made pursuant to the Offer to Purchase dated October 24, 2013 (the "Offer to Purchase") and the related Letter of Transmittal.

The amount of each series of Maximum Tender Notes that was accepted for purchase in the Maximum Tender Offer was based on the Maximum Tender Amount. Because the aggregate amount of total consideration (plus Accrued Interest) and tender offer consideration (plus Accrued Interest) of the Maximum Tender Notes that have been tendered and not validly withdrawn exceeds the Maximum Tender Amount, Prologis has accepted for purchase approximately $37.3 million in aggregate principal amount of Maximum Tender Notes, prorated as set forth in the Offer to Purchase, resulting in a proration factor of 11.547%.

The consideration to be paid for each $1,000 principal amount of Maximum Tender Notes validly tendered and not validly withdrawn at or before 5:00 pm NYC time on November 6, 2013 (the "Early Tender Time") and accepted for purchase will be $1,195.98. The consideration to be paid for each $1,000 principal amount of Maximum Tender Notes validly tendered after the Early Tender Time and at or before the Maximum Tender Expiration Time and accepted for purchase will be $1,165.98. Prologis will also pay accrued but unpaid interest ("Accrued Interest") with respect to the notes accepted for purchase from the applicable last interest payment date to, but not including, the Maximum Tender Offer settlement date, which is expected to be November 22, 2013. The aggregate consideration for the Maximum Tender Notes accepted for purchase is expected to be approximately $45 million, including Accrued Interest.

The Dealer Managers for the Maximum Tender Offer were Goldman, Sachs & Co. and Morgan Stanley & Co. LLC. This press release is neither an offer to purchase, nor a solicitation of an offer to sell the notes or any other securities.

Tender Related Charges

Prologis purchased approximately $299.0 million aggregate principal amount of notes in the Maximum Tender Offer and the recently completed any and all tender offer (collectively, the "Tender Offers"). The Tender Offers will result in a charge of approximately $50.7 million to earnings and funds from operations in the third quarter of 2013 with no impact on Core FFO. The charge includes the premium paid to tender the notes and the write-off of any discounts, premiums and deferred financing costs associated with the notes.  For a discussion of funds from operations and Core FFO, please see Prologis' Form 10-Q for the quarter ended September 30, 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 September 30, 2013, Prologis, Inc. owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 562 million square feet (52.2 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 above 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 developed 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.

SOURCE Prologis, Inc.