Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 19, 2014, Prologis, Inc., a Maryland corporation ("Prologis"), Prologis,
L.P., a Delaware limited partnership (the "Operating Partnership"), and various
affiliates of the Operating Partnership entered into a Senior Term Loan
Agreement (the "Loan Agreement") with various lenders and Bank of America, N.A.,
as Administrative Agent. Pursuant to the Loan Agreement, the Operating
Partnership and various affiliates thereof (collectively the "Borrowers") may
obtain loans in various currencies in an aggregate amount not to exceed
€500,000,000 (subject to increase to up to €1,000,000,000 pursuant to the
accordion feature included in the Loan Agreement). The Loan Agreement permits
the Borrowers to re-borrow, within a specified period of time, any amounts
The Loan Agreement is scheduled to mature on June 19, 2017, but the Operating
Partnership may, at its option and subject to the satisfaction of certain
conditions and payment of an extension fee, extend the maturity date of the Loan
Agreement two times, in each case for a period of up to one year. Pricing under
the Loan Agreement, including the spread over LIBOR, varies based upon the
public debt ratings of the Operating Partnership as in effect from time to time.
The Loan Agreement contains representations, covenants (including certain
financial tests applicable to Prologis) and defaults (including a
cross-acceleration to other recourse indebtedness of more than $100,000,000)
that are substantially the same as the corresponding provisions of the other
major unsecured credit facilities of Prologis and the Operating Partnership.
Prologis has unconditionally guaranteed all obligations of each borrower under
the Loan Agreement, and the Operating Partnership has unconditionally guaranteed
all obligations of each other borrower under the Loan Agreement.
The Loan Agreement replaces the Senior Term Loan Agreement dated as of
February 2, 2012 among Prologis, the Operating Partnership, various affiliates
of the Operating Partnership, various lenders and Bank of America, N.A., as
Administrative Agent, which previously terminated in accordance with the terms
set forth therein.
The Loan Agreement has been included herewith as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
10.1 Senior Term Loan Agreement dated as of June 19, 2014 among Prologis,
Inc., Prologis, L.P., various affiliates of Prologis, L.P., various
lenders and Bank of America, N.A., as Administrative Agent.