Prologis offers to exchange Liberty Property notes for Prologis notes

By Wendy Van Sickle

Columbus, Ohio, Jan. 3 – Prologis, Inc. and Liberty Property Trust said Prologis, LP began an offer to exchange two series of notes issued by Liberty Property LP for up to $750 million of two new series of notes issued by Prologis, LP and cash.

The Liberty Property notes covered under the offer include the $400 million of 3.25% notes due Oct. 1, 2026 and the $350 million of 4.375% of notes due Feb. 1, 2029, according to a news release.

The new Prologis notes will have the same interest rate, payment dates, redemption terms and maturity as the corresponding Liberty Property notes.

For each $1,000 of notes tendered for exchange by the early deadline, 5 p.m. ET on Jan. 23, holders will receive a total consideration of $1,000 of new notes and $1 in cash.

The total consideration includes $30 of new notes that will not be paid to holders who tender after the early deadline. Those holders will receive $970 principal amount of Prologis notes plus $1 in cash.

The offer will expire at 11:59 p.m. ET on Feb. 6.

Prologis, LP is making the exchange offers and, on behalf of the combined companies, a solicitation of consents to amend the indenture governing the Liberty notes in anticipation of the pending merger of Prologis, Inc. and Liberty Property Trust. The merger is expected to be completed in early February.

The proposed amendments will result in less restrictive terms and afford reduced protections to noteholders compared to those currently in the Liberty indenture.

A holder who validly tenders Liberty notes for exchange will be deemed to have delivered its consent to the proposed amendments.

Exchange tenders and consents may be withdrawn until 5 p.m. ET on Jan. 23.

J.P. Morgan Securities LLC (212-834-3424 or 866-834-4666) and Mizuho Securities USA LLC (212-205-7736 or 866-271-7403) are the dealer managers.

D.F. King & Co., Inc. (212-269-5550, 800-967-4617 or via lpt@dfking.com) is the exchange agent.

San Francisco-based Prologis is an owner, operator and developer of industrial real estate in global and regional markets.

Liberty is involved in commercial real estate, serving customers in the United States and United Kingdom through the development, acquisition, ownership and management of logistics, warehouse, manufacturing and research and development facilities in key markets.

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