Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-267431
March 23, 2023
$1,200,000,000
$750,000,000 4.750% Notes due 2033 (the “2033 Notes”)
$450,000,000 5.250% Notes due 2053 (the “2053 Notes”)
FINAL TERM SHEET
March 23, 2023
| Issuer: | Prologis, L.P. | |
| Expected Ratings:* | A3 Stable (Moody’s) / A Stable (S&P) | |
| Trade Date: | March 23, 2023 | |
| Settlement Date: | March 30, 2023 (T+5) | |
| Joint Book-Running Managers: | BofA Securities, Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. Wells Fargo Securities, LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. | |
Senior Co-Managers: |
BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. ING Financial Markets LLC J.P. Morgan Securities LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc.
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| Co-Managers: | Academy Securities, Inc. BBVA Securities Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Loop Capital Markets LLC Morgan Stanley & Co. LLC Regions Securities LLC Samuel A. Ramirez & Company, Inc. Standard Chartered Bank Truist Securities, Inc.
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| 2033 Notes | 2053 Notes | |||
| Principal Amount: | $750,000,000 | $450,000,000 | ||
| Maturity Date: | June 15, 2033 | June 15, 2053 | ||
| Coupon: | 4.750% per annum, payable semi-annually | 5.250% per annum, payable semi-annually | ||
| Interest Payment Dates: | June 15 and December 15, commencing June 15, 2023 | June 15 and December 15, commencing June 15, 2023 | ||
| Underwriting Discount: | 0.450% | 0.875% | ||
| Net Proceeds, Before Expenses, to Issuer: | $745,237,500 | $445,288,500 | ||
| Benchmark Treasury: | 3.500% due February 15, 2033 | 4.000% due November 15, 2052 | ||
| Benchmark Treasury Price / Yield: | 101-01+ / 3.374% | 106-02+ / 3.662% | ||
| Spread to Benchmark Treasury: | +140 basis points | +160 basis points | ||
| Reoffer Yield: | 4.774% | 5.262% | ||
| Price to Public: | 99.815% of the principal amount, plus accrued interest from March 30, 2023, if any | 99.828% of the principal amount, plus accrued interest from March 30, 2023, if any | ||
| Optional Redemption: | Prior to March 15, 2033 (three months prior to their maturity), based on the Treasury Rate plus 25 basis points, or on or after March 15, 2033, at par. | Prior to December 15, 2052 (six months prior to their maturity), based on the Treasury Rate plus 25 basis points, or on or after December 15, 2052, at par. | ||
| CUSIP/ISIN: | 74340X CE9 / US74340XCE94 | 74340X CF6 / US74340XCF69 |
* Note: A credit rating is not a recommendation to buy, sell or hold any securities and may be subject to revision or withdrawal at any time.
We expect to deliver the Notes against payment for the Notes on or about March 30, 2023, which is the fifth business day following the date of the pricing of the Notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to the trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes before the second business day prior to March 30, 2023 will be required to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement thereto in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting: BofA Securities, Inc. toll-free at 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com, PNC Capital Markets LLC toll-free at 1-855-881-0697, Scotia Capital (USA) Inc. toll-free at 1-800-372-3930 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
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