ProLogis holders tender $4.37 billion in AMB Property exchange offers

By Angela McDaniels

Tacoma, Wash., June 3 - AMB Property LP received tenders for $4,372,821,000 of notes and convertibles issued by ProLogis during exchange offers and consent solicitations that expired at 9 a.m. ET on June 3, according to a company news release.

The offers were held in connection with the combination of AMB Property LP's parent entity, AMB Property Corp., and ProLogis through a merger of equals. The combination was completed on June 3. AMB Property Corp. is the surviving entity and changed its name to ProLogis, Inc. AMB Property LP became ProLogis LP. ProLogis is now a subsidiary of ProLogis, LP.

In all, holders tendered:

• $49,055,000, or 83.24%, of ProLogis' 5.5% notes due April 1, 2012;

• $58,683,000, or 95.51%, of its 5.5% notes due March 1, 2013;

• $325,454,000, or 92.99%, of its 7.625% notes due Aug. 15, 2014;

• $33,367,000, or 69.19%, of its 7.81% notes due Feb. 1, 2015;

• $4,338,000, or 78.71%, of its 9.34% notes due March 1, 2015;

• $136,487,000, or 87.87%, of its 5.625% notes due Nov. 15, 2015;

• $166,805,000, or 84.35%, of its 5.75% notes due April 1, 2016;

• $34.04 million, or 93.51%, of its 8.65% notes due May 15, 2016;

• $170,827,000, or 93.81%, of its 5.625% notes due Nov. 15, 2016;

• $280,572,000, or 93.52%, of its 6.25% notes due March 15, 2017;

• $96,182,000, or 96.18%, of its 7.625% notes due July 1, 2017;

• $585.58 million, or 97.6%, of its 6.625% notes due May 15, 2018;

• $386,361,000, or 97.41%, of its 7.375% notes due Oct. 30, 2019;

• $540,077,000, or 96.25%, of its 6.875% notes due March 15, 2020;

• $451,181,000, or 98.08%, of its 3.25% convertible senior notes due 2015;

• $549,043,000, or 92.59%, of its 2.25% convertible senior notes due 2037;

• $140,987,000, or 99.54%, of its 1.875% convertible senior notes due 2037; and

• $363,782,000, or 94.18%, of its 2.625% convertible senior notes due 2038.

Noteholders will receive notes issued by AMB Property LP that will have substantially the same terms as the corresponding ProLogis notes other than, if applicable, the initial exchange rates. They will be guaranteed by AMB Property Corp. and will accrue interest from the most recent interest payment date of the exchanged notes.

The company also solicited consents to eliminate some covenants in the ProLogis indenture that afford protection to holders of ProLogis notes, including substantially all of the restrictive covenants and some affirmative covenants; eliminate some events of default; and eliminate the restrictions on ProLogis' ability to consolidate, merge or sell all or substantially all of its assets.

Enough consents were received to make the amendments. Consents were needed from the holders of a majority of a series of notes in order to amend that series.

For each non-convertible note tendered by the early consent date, holders will receive $1,000 principal amount of new notes plus a cash consent fee equal to 0.25% of par. For each non-convertible note tendered after the early consent date, holders will receive $970 principal amount of new notes.

For each convertible tendered by the early consent date, holders will receive $1,000 principal amount of new notes plus a cash consent fee equal to 0.1% of par. For each convertible tendered after the early consent date, holders will receive $970 principal amount of new notes.

The early consent date was 5 p.m. ET on May 16. The settlement date is expected to be June 8.

The exchange offers and consent solicitations were conditioned on, among other things, the consummation of the merger, the listing of AMB Property LP's existing 6.75% notes due 2011 on the New York Stock Exchange and the receipt of the needed consents.

The dealer managers were Citigroup Global Markets Inc. (800 558-3745) and RBS Securities Inc. (877 297-9832). The information agent was Global Bondholder Services Corp. (212 430-3774 for banks and brokers, others call 866 470-3700).

ProLogis is a Denver-based provider of distribution facilities. AMB Property is based in San Francisco and owns, develops and operates industrial properties.

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