Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-267431
January 18, 2024
$1,250,000,000
$800,000,000 5.000% Notes due 2034 (the “2034 Notes”)
$450,000,000 5.250% Notes due 2054 (the “2054 Notes”)
FINAL TERM SHEET
January 18, 2024
| Issuer: | Prologis, L.P. | |
| Expected Ratings:* | A3 Stable (Moody’s) / A Stable (S&P) | |
| Trade Date: | January 18, 2024 | |
| Settlement Date: | January 25, 2024 (T+5) | |
| Joint Book-Running Managers: | BofA Securities, Inc. ING Financial Markets LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. | |
| Senior Co-Managers: | Citigroup Global Markets Inc. PNC Capital Markets LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | Academy Securities, Inc. BBVA Securities Inc. BNP Paribas Securities Corp. Credit Agricole Securities (USA) 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. | |
| 2034 Notes | 2054 Notes | |
| Principal Amount: | $800,000,000 | $450,000,000 |
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| Maturity Date: | March 15, 2034 | March 15, 2054 |
| Coupon: | 5.000% per annum, payable semi-annually | 5.250% per annum, payable semi-annually |
| Interest Payment Dates: | March 15 and September 15, commencing September 15, 2024 | March 15 and September 15, commencing September 15, 2024 |
| Underwriting Discount: | 0.450% | 0.875% |
| Net Proceeds, Before Expenses, to Issuer: | $792,672,000 | $438,052,500 |
| Benchmark Treasury: | 4.500% due November 15, 2033 | 4.125% due August 15, 2053 |
| Benchmark Treasury Price / Yield: | 102-28+ / 4.138% | 95-20+ / 4.389% |
| Spread to Benchmark Treasury: | +92 basis points | +98 basis points |
| Reoffer Yield: | 5.058% | 5.369% |
| Price to Public: | 99.534% of the principal amount, plus accrued interest from January 25, 2024, if any | 98.220% of the principal amount, plus accrued interest from January 25, 2024, if any |
| Optional Redemption: | Prior to December 15, 2033, (three months prior to their maturity), based on the Treasury Rate plus 15 basis points, or on or after December 15, 2033, at par. | Prior to September 15, 2053, (six months prior to their maturity), based on the Treasury Rate plus 15 basis points, or on or after September 15, 2053, at par. |
| CUSIP/ISIN: | 74340XCJ8 / US74340XCJ81 | 74340XCK5 / US74340XCK54 |
* 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.
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, ING Financial Markets LLC toll-free at 1-877-446-4930, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856.
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