New Issue: ProLogis prices upsized $1 billion 1.875% convertible senior notes due 2037, up 20%

By Evan Weinberger

New York, Nov. 2 - ProLogis priced an upsized $1 billion in 1.875% convertible senior notes due Nov. 15, 2037 with a 20% initial conversion premium Thursday after market close. The convertibles were offered at 98.25. The price was talked at 98.25 to 98.75. The deal was originally announced at $875 million.

Merrill Lynch and Wachovia are the joint bookrunners of the registered transaction. There is a $150 million over-allotment option. The greenshoe was originally announced at $125 million. The settlement date is Nov. 8.

The conversion price is $82 and the conversion ratio is 12.1957.

The convertibles are callable Jan. 15, 2013 and there are puts on Nov. 15 in 2012, 2017, 2022, 2027 and 2032. There is a contingent conversion subject to a 130% hurdle.

The convertibles carry dividend protection and a change of control put.

ProLogis is a Denver-based real estate investment trust and the world's largest owner, manager and developer of industrial distribution centers. The company plans to use the proceeds to repay a portion of its outstanding debt under its global credit line and for general corporate purposes.

Issuer: ProLogis

Issue: Convertible senior notes

Amount: $1 billion

Greenshoe: $150 million

Maturity: Nov. 15, 2037

Coupon: 1.875%

Price: 98.25

Conversion premium: 20%

Conversion price: $82

Conversion ratio: 12.1957

Call: Beginning Jan. 15, 2013

Put: Nov. 15 in each of 2012, 2017, 2022, 2027 and 2032

Contingent conversion: Subject to 130% hurdle

Bookrunners: Merrill Lynch, Wachovia

Distribution: Registered

Settlement date: Nov. 8

Talk: $875 million principal; $125 million greenshoe; 98.25-98.75 reoffer price

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