Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-237366
January 31, 2022
€300,000,000
Floating Rate Notes due 2024
FINAL TERM SHEET
January 31, 2022
| Issuer: | Prologis Euro Finance LLC
|
| Guarantor: | Prologis, L.P.
|
| Legal Format: | Senior Unsecured SEC Registered Notes
|
| Security: | Floating Rate Notes due 2024 (the “Notes”)
|
| Size: | €300,000,000
|
| Expected Ratings (Moody’s/S&P)*: | A3 / A- (Stable/Positive)
|
| Maturity Date: | February 8, 2024
|
| Spread: | +20 bps
|
| Interest Rate: | Base Rate plus the Spread. The minimum Interest Rate shall not be less than zero
|
| Base Rate: | EURIBOR
|
| EURIBOR Reference: | Reuters Page EURIBOR01
|
| Index Maturity: | Three months
|
| Initial Interest Rate: | Initial Base Rate plus the Spread
|
| Initial Base Rate: | 3-month EURIBOR in effect on February 4, 2022 (the second TARGET2 Business Day immediately prior to the Settlement Date)
|
| Price to Public: | 100.715%
|
| Underwriting Discount: | 0.100%
|
| Net Proceeds, Before Expenses, to Issuer: | €301,845,000
|
| Interest Payment Dates: | February 8, May 8, August 8 and November 8, commencing on May 8, 2022
|
| Interest Reset Dates: | Quarterly on February 8, May 8, August 8 and November 8
|
| Day Count Convention: | Actual / 360
|
| Payment Business Day Convention: | Modified Following, Adjusted
|
| Optional Redemption: | On or after January 8, 2024, at par
|
| Settlement Date: | February 8, 2022 (T+6)
|
| Trade Date: | January 31, 2022
|
| Use of Proceeds: | The Issuer intends to use a portion of the net proceeds from the Notes to refinance its €150 million floating rate notes due February 2022 and to lend or distribute the remaining net proceeds to the Guarantor or one of its other subsidiaries. The Guarantor expects to use the remaining net proceeds for general corporate purposes, including to repay, repurchase or tender for other indebtedness.
|
| Currency of Payment: | All payments of principal of, and premium, if any, and interest on, the Notes, including any payments made upon any redemption of the Notes, will be made in euros. If the euro is unavailable to the Issuer due to the imposition of exchange controls or other circumstances beyond the Issuer’s control or the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Issuer or so used.
|
| Payment of Additional Amounts: | The Issuer will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment by the Issuer or the paying agent of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, duty, assessment or other governmental charge of whatever nature imposed or levied by the United States or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable.
|
Redemption for Tax Reasons:
| The Issuer may offer to redeem all, but not less than all, of the Notes in the event of certain changes in the tax laws of the United States (or any taxing authority thereof or therein) which would obligate the Issuer to pay additional amounts as described above. This redemption would be at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption.
|
| Denominations: | €100,000 x €1,000
|
| ISIN / Common Code / CUSIP: | XS2439004339 / 243900433 / 74341E AL6
|
| Listing: | The Issuer intends to apply to list the Notes on the New York Stock Exchange
|
| Calculation Agent: | Elavon Financial Services DAC, UK Branch
|
| Joint Book-Running Managers: | Citigroup Global Markets Limited Goldman Sachs & Co. LLC ING Bank N.V. J.P. Morgan Securities plc Scotiabank (Ireland) Designated Activity Company The Toronto-Dominion Bank
|
| Senior Co-Managers: | HSBC Bank plc Mizuho International plc MUFG Securities EMEA plc PNC Capital Markets LLC SMBC Nikko Capital Markets Limited U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited
|
| Co-Managers: | Academy Securities, Inc. Banco Bilbao Vizcaya Argentaria, S.A. BNP Paribas BNY Mellon Capital Markets, LLC Crédit Agricole Corporate and Investment Bank Merrill Lynch International Morgan Stanley & Co. International plc Regions Securities LLC Samuel A. Ramirez & Company, Inc. Truist Securities, Inc. |
*Note: A securities rating is not a recommendation to buy, sell or hold 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 February 8, 2022 which is the sixth business day following the date of the pricing of the Notes. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days unless the parties to a trade expressly agree otherwise. Also 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 New York business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes before the second business day prior to February 8, 2022 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 SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and supplement thereto in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer, the guarantor 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: Citigroup Global Markets Limited at +1-800-831-9146, Goldman Sachs & Co. LLC at +1-866-471-2526, ING Bank N.V. at +31-20-563-8869 or J.P. Morgan Securities plc at +44-207-134-2468.
MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.
UK MiFIR professionals/ECPs-only / No UK PRIIPs KID – Manufacturer target market (MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in UK.