8-K
Prologis, Inc. (PLD)
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): September 15, 2022
PROLOGIS, INC.
PROLOGIS,
L.P.
(Exact name of registrant as specified in charter)
| Maryland (Prologis, Inc.) | 001-13545 (Prologis, Inc.) | 94-3281941 (Prologis, Inc.) |
|---|---|---|
| Delaware (Prologis, L.P.) | 001-14245 (Prologis, L.P.) | 94-3285362 (Prologis, L.P.) |
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification |
| of Incorporation) | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| **** | Title<br> of Each Class | Trading<br> Symbol(s) | Name of<br> Each Exchange on Which Registered |
|---|---|---|---|
| Prologis, Inc. | Common Stock, $0.01 par value | PLD | New York Stock Exchange |
| Prologis, L.P. | 3.000% Notes due 2026 | PLD/26 | New York Stock Exchange |
| Prologis, L.P. | 2.250% Notes due 2029 | PLD/29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Co-Registrant CIK | 0001045610 |
|---|---|
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2022-09-15 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Entity Emerging Growth Company | false |
| Co-Registrant AddressLine1 | Pier 1 |
| Co-Registrant AddressLine2 | Bay 1 |
| Co-Registrant City | San Francisco |
| Co-Registrant State | California |
| Co-Registrant ZipCode | 94111 |
| Co-Registrant CityAreaCode | 415 |
| Co-Registrant LocalPhoneNumber | 394-9000 |
Item 8.01 Other Events.
On September 15, 2022, Prologis, Inc., Prologis, L.P. and certain of their wholly-owned subsidiaries filed a Registration Statement on Form S-3 (No. 333-267431) (the “Registration Statement”). This Current Report on Form 8-K is being filed solely to file the consent of KPMG LLP, the independent registered public accounting firm of Duke Realty Corporation (“Duke Realty”) and Duke Realty Limited Partnership (“Duke Realty OP”), to the incorporation by reference into the Registration Statement of their reports relating to the consolidated financial statements and financial statement schedule of Duke Realty and Duke Realty OP included in the Annual Report on Form 10-K for Duke Realty and Duke Realty OP for the year ended December 31, 2021, as well as the reference to KPMG LLP under the heading “Experts” in the prospectus supplement included as part of the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 23.1 | Consent of KPMG LLP with respect to Duke Realty Corporation and Duke Realty Limited Partnership. |
| --- | --- |
| 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PROLOGIS, INC. | ||
|---|---|---|
| Date: September<br>15, 2022 | By: | /s/ Deborah K. Briones |
| Name: Deborah K. Briones <br><br>Title: Managing Director and Deputy General Counsel | ||
| PROLOGIS, L.P. | ||
| By: Prologis, Inc., <br><br>its General Partner | ||
| Date: September 15,<br>2022 | By: | /s/ Deborah K. Briones |
| Name: Deborah K. Briones <br><br>Title: Managing Director and Deputy General Counsel |
Exhibit 23.1
Consent of Independent Registered Public AccountingFirm
We consent to the use of our report dated February 18, 2022, with respect to the consolidated balance sheets of Duke Realty Corporation and Subsidiaries as of December 31, 2021 and 2020 and the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule III – real estate and accumulated depreciation, and the effectiveness of internal control over financial reporting as of December 31, 2021.
We consent to the use of our report dated February 18, 2022, with respect to the consolidated balance sheets of Duke Realty Limited Partnership and Subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement schedule III – real estate and accumulated depreciation, and the effectiveness of internal control over financial reporting as of December 31, 2021.
These reports are incorporated herein by reference. We also consent to the reference to our firm under the heading “Experts” in the prospectus supplement.
/s/ KPMG LLP
Indianapolis, Indiana
September 13, 2022