Prologis, Inc S-3ASR, filed Sep 15, 2022

Prologis, Inc. (PLD)

S-3ASR 2022-09-15

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	Prologis, Inc.			Prologis, L.P.			Prologis Euro Finance LLC
	(Exact Name of Registrant as Specified in Its Charter)			(Exact Name of Registrant as Specified in Its Charter)			(Exact Name of Registrant as Specified in Its Charter)

	Prologis Yen Finance LLC (Exact Name of Registrant as Specified in Its Charter)						Prologis Sterling Finance LLC (Exact Name of Registrant as Specified in Its Charter)
	Delaware (State of Incorporation) 83-1520210 (I.R.S. Employer Identification Number)						Delaware (State of Incorporation) 84-5160200 (I.R.S. Employer Identification Number)

	Prologis, Inc.:
	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐
	Prologis, L.P.:
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☐
	Prologis Euro Finance LLC:
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☐
	Prologis Yen Finance LLC:
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☐
	Prologis Sterling Finance LLC:
	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐

	Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		1
PROLOGIS, INC., PROLOGIS, L.P., PROLOGIS EURO FINANCE LLC, PROLOGIS YEN FINANCE LLC AND PROLOGIS STERLING FINANCE LLC		3
USE OF PROCEEDS		3
GENERAL DESCRIPTION OF SECURITIES		4
DESCRIPTION OF COMMON STOCK		4
DESCRIPTION OF PREFERRED STOCK		5
RESTRICTIONS ON OWNERSHIP AND TRANSFER OF CAPITAL STOCK		10
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS		12
DESCRIPTION OF CERTAIN PROVISIONS OF THE PARTNERSHIP AGREEMENT OF PROLOGIS, L.P.		17
DESCRIPTION OF CERTAIN PROVISIONS OF THE PARTNERSHIP AGREEMENT OF PROLOGIS 2, L.P.		25
DESCRIPTION OF DEBT SECURITIES OF PROLOGIS, L.P.		30
DESCRIPTION OF DEBT SECURITIES OF PROLOGIS EURO FINANCE LLC		50
DESCRIPTION OF DEBT SECURITIES OF PROLOGIS YEN FINANCE LLC		70
DESCRIPTION OF DEBT SECURITIES OF PROLOGIS STERLING FINANCE LLC		90
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		110
PLAN OF DISTRIBUTION		131
LEGAL MATTERS		133
EXPERTS		133
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		133
WHERE YOU CAN FIND MORE INFORMATION		134

SEC Registration Fee	$	*
Legal Fees and Expenses		**
Accounting Fees and Expenses		**
Rating Agency Fees		**
Trustee’s Fees and Expenses		**
Printing and Engraving Expenses		**
Blue Sky Fees and Expenses		**
Miscellaneous		**
Total	$	**

Exhibit No.			Description
1.1**			Form of Underwriting Agreement.
3.1			Articles of Incorporation of Prologis (incorporated by reference to Exhibit 3.1 to Prologis’ Registration Statement on Form S-11 (No. 333-35915) filed September 18, 1997).
3.2			Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 3.4 to Prologis’ Registration Statement on Form 8-A filed June 2, 2011).
3.3			Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc., a Maryland corporation, changing the name of “AMB Property Corporation” to “Prologis, Inc.”, as filed with the Stated Department of Assessments and Taxation of Maryland on June 2, 2011, and effective June 3, 2011 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
3.4			Articles of Amendment (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
3.5			Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on May 2, 2014 Redesignating and Reclassifying All 300,000 Shares of 6 1∕2% Series L Cumulative Redeemable Preferred Stock as Preferred Stock (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed May 5, 2014).
3.6			Articles Supplementary dated April 3, 2014, (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on April 3, 2014).
3.7			Articles of Amendment of Prologis, Inc., dated May 4, 2020 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on May 4, 2020).
3.8			Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.6 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
3.9			First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed February 27, 2014).
3.10			Third Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed February 4, 2020).
3.11			Ninth Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on September 24, 2021).
4.1			Form of Certificate for Common Stock for Prologis, Inc. (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s Registration Statement on Form S-4/A (No. 333-172741) filed on April 12, 2011).
4.2			Indenture, dated as of June 8, 2011, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s and Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-177112) filed on September 30, 2011).
4.3			Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, Inc., Prologis, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s and Prologis, L.P.’s Current Report on Form 8-K filed August 15, 2013).
4.4			Sixth Supplemental Indenture, dated as of December 3, 2013, 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 4.5 to Prologis, Inc.’s and Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-195316) filed on April 16, 2014).

Exhibit No.			Description
4.5			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 and Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-195316) filed on April 16, 2014).
4.6			Eighth Supplemental Indenture, dated as of June 7, 2017, among Prologis, L.P, Prologis, Inc., U.S. Bank National Association and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s and Prologis, L.P.’s Current Report on Form 8-K filed June 6, 2017).
4.7**			Form of OP Debt Securities.
4.8			Indenture, dated as of August 1, 2018, by and among Prologis Euro Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Prologis, L.P.’s and Prologis Euro Finance LLC’s registration statement on Form 8-A filed August 1, 2018).
4.9			First Supplemental Indenture, dated as of August 1, 2018, among Prologis Euro Finance LLC, Prologis, L.P., U.S. Bank National Association and Elavon financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.2 to Prologis, L.P.’s and Prologis Euro Finance LLC’s registration statement on Form 8-A filed August 1, 2018).
4.10**			Form of Euro Debt Securities.
4.11			Indenture, dated as of September 25, 2018, among Prologis Yen Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.11 to the Registrants’ Registration Statement on Form S-3 (333-237366) filed on March 24, 2020).
4.12			First Supplemental Indenture, dated as of September 25, 2018, among Prologis Yen Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent, paying agent and security registrar (incorporated by reference to Exhibit 4.12 to the Registrants’ Registration Statement on Form S-3 (333-237366) filed on March 24, 2020).
4.13			Second Supplemental Indenture, dated as of March 26, 2019, among Prologis Yen Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent, paying agent and security registrar (incorporated by reference to exhibit 4.1 to Prologis, Inc.’s and Prologis, L.P.’s Form 10-Q for the quarter ended March 31, 2019).
4.14**			Form of Yen Debt Securities.
4.15			Form of Indenture, among Prologis Sterling Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.15 to the Registrants’ Registration Statement on Form S-3 (333-237366) filed on March 24, 2020).
4.16**			Form of Sterling Debt Securities.
4.17**			Form of Warrant Agreement of Prologis, Inc.
4.18**			Form of Warrant of Prologis, Inc.
5.1*			Opinion of Mayer Brown LLP.
8.1*			Opinion of Mayer Brown LLP as to certain tax matters.
15.1*			Awareness Letter of KPMG LLP for Prologis, L.P. for the quarters ended March 31, 2022 and June 30, 2022.
15.2*			Awareness Letter of KPMG LLP for Prologis, Inc. for the quarters ended March 31, 2022 and June 30, 2022.
23.1*			Consent of Mayer Brown LLP (included in exhibits 5.1 and 8.1).
23.3*			Consent of KPMG LLP with respect to Prologis, Inc. for the year ended December 31, 2021.
23.4*			Consent of KPMG LLP with respect to Prologis, L.P. for the year ended December 31, 2021.
24.1*			Power of Attorney (included on signature page to this registration statement).

Exhibit No.			Description
25.1*			Statement of Eligibility and Qualification of U.S. Bank Trust Company, National Association with respect to the Indenture, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National Association, as trustee.
25.2*			Statement of Eligibility and Qualification of U.S. Bank Trust Company, National Association with respect to the Indenture, by and among Prologis Euro Finance LLC, as issuer, Prologis, L.P., as guarantor, and U.S. Bank National Association, as trustee.
25.3*			Statement of Eligibility and Qualification of U.S. Bank Trust Company, National Association with respect to the Indenture, by and among Prologis Yen Finance LLC, as issuer, Prologis, L.P., as guarantor, and U.S. Bank National Association, as trustee.
25.4*			Statement of Eligibility and Qualification of U.S. Bank Trust Company, National Association with respect to the Indenture, by and among Prologis Sterling Finance LLC, as issuer, Prologis, L.P., as guarantor, and U.S. Bank National Association, as trustee.
107*			Filing Fee Table

				Prologis, Inc.
				By:			/s/ Hamid R. Moghadam
							Hamid R. Moghadam Chairman of the Board and Chief Executive Officer
				Prologis, L.P. By: Prologis, Inc. Its: General Partner
				By:			/s/ Hamid R. Moghadam
							Hamid R. Moghadam Chairman of the Board and Chief Executive Officer
				Prologis Euro Finance LLC By: Prologis Its: Sole Member
				By:			/s/ Hamid R. Moghadam
							Hamid R. Moghadam Chairman of the Board and Chief Executive Officer
				Prologis Yen Finance LLC By: Prologis Japan LLC Its: Sole Member By: AMB Asia LLC Its: Sole Member By: Prologis, L.P. Its: Sole Member
				By:			/s/ Hamid R. Moghadam
							Hamid R. Moghadam Chairman of the Board and Chief Executive Officer
				Prologis Sterling Finance LLC By: Prologis Its: Sole Member
				By:			/s/ Hamid R. Moghadam
							Hamid R. Moghadam Chairman of the Board and Chief Executive Officer

Signature	Title	Date
/s/ Hamid R. Moghadam Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	September 15, 2022
/s/ Timothy D. Arndt Timothy D. Arndt	Chief Financial Officer (Principal Financial Officer)	September 15, 2022
/s/ Lori A. Palazzolo Lori A.Palazzolo	Managing Director and Chief Accounting Officer (Principal Accounting Officer)	September 15, 2022
/s/ Cristina Bita Cristina Bita	Director	September 15, 2022
/s/ George L. Fotiades George L. Fotiades	Director	September 15, 2022
/s/ Lydia H. Kennard Lydia H. Kennard	Director	September 15, 2022
/s/ J. Michael Losh J. Michael Losh	Director	September 15, 2022
/s/ Irving F. Lyons III Irving F. Lyons III	Director	September 15, 2022
/s/ Avid Modjtabai Avid Modjtabai	Director	September 15, 2022
/s/ David P. O’Connor David P. O’Connor	Director	September 15, 2022

Delaware	94-3285362
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	By:	/s/ Bradley E. Scarbrough
		Bradley E. Scarbrough
		Vice President

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewajs
Robert D. Sznewajs

/s/ Dwight V. Board
Dwight V. Board

/s/ P.K. Chatterjee
P.K. Chatterjee

/s/ Robert Lane
Robert Lane

	6/30/2022
Assets
Cash and Balances Due From Depository Institutions	$	616,060
Securities		4,515
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		2,682
Intangible Assets		582,627
Other Assets		121,863
Total Assets	$	1,327,747

Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		95,303
Total Liabilities	$	95,303

Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		60,609
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,232,444

Total Liabilities and Equity Capital	$	1,327,747

Delaware	83-1283068

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

1800 Wazee Street, Denver, CO	80202
(Address of Principal Executive Offices)	(Zip Code)

Pier 1, Bay 1, San Francisco, CA	94111
(Address of Principal Executive Offices)	(Zip Code)

Delaware	83-1520210

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

Delaware	84-5160200

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

	1.	A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

	2.	A copy of the certificate of authority of the Trustee to commence business and exercise corporate trust powers, attached as Exhibit 2.

/s/ Jeffrey T. Grubb
Jeffrey T. Grubb

/s/ Robert D. Sznewais
Robert D. Sznewais

/s/ Dwight V. Board
Dwight V. Board

/s/ P. K. Chatterjee
P. K. Chatterjee

/s/ Robert Lane
Robert Lane