UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Prologis, Inc.
Prologis, L.P.
(Exact name of registrant as specified in its charter)
| Maryland (Prologis, Inc.) | 94-3281941 (Prologis, Inc.) | |
| Delaware (Prologis, L.P.) | 94-3285362 (Prologis, L.P.) | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
Pier 1, Bay 1
San Francisco, California 94111
(Address of principal executive offices and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| 3.000% Notes due 2026 | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-195316
Securities to be registered pursuant to Section 12(g) of the Act: None
| Item 1. | Description of Registrant’s Securities to be Registered |
A complete description of the 3.000% Notes due 2026 issued by Prologis, L.P., including the corresponding guarantee by Prologis, Inc., which are to be registered hereunder, is contained under the caption “Description of Debt Securities” in the Prospectus dated April 16, 2014 (the “Base Prospectus”) and under the caption “Description of Notes” in the Prospectus Supplement dated May 21, 2014 to the Base Prospectus, forming a part of the Form S-3 Registration Statement (File No. 333-195316) (the “Registration Statement”) of Prologis, L.P. and Prologis, Inc., filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
| Item 2. | Exhibits |
The following exhibits are filed herewith and with the New York Stock Exchange, Inc.
| Exhibit No. |
Description | |
| 4.1 | Indenture, dated as of June 8, 2011, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011 and also incorporated by reference to Exhibit 4.2 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011). | |
| 4.2 | Fourth Supplemental Indenture, dated as of June 8, 2011, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011 and also incorporated by reference to Exhibit 4.2 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011). | |
| 4.3 | Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, L.P., Prologis, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis, Inc.’s Current Report on Form 8-K filed August 15, 2013 and also incorporated by reference to Exhibit 4.1 to Prologis, L.P.’s Current Report on Form 8-K filed August 15, 2013). | |
| 4.4 | Sixth Supplemental Indenture, dated as of December 3, 2013, among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014 and also incorporated by reference to Exhibit 4.5 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014). | |
| 4.5 | Seventh Supplemental Indenture, dated as of February 20, 2014, among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to Prologis, Inc.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014 and also incorporated by reference to Exhibit 4.6 to Prologis, L.P.’s Registration Statement on Form S-3 (No. 333-195316) filed April 16, 2014). | |
| 4.6 | Form of Officers’ Certificate related to the 3.000% Notes due 2026 (incorporated by reference to Exhibit 4.1 of Prologis, Inc.’s Current Report on Form 8-K filed May 28, 2014 and also incorporated by reference to Exhibit 4.1 of Prologis, L.P.’s Current Report on Form 8-K filed May 28, 2014). | |
| 4.7 | Form of 3.000% Note due 2026 (incorporated by reference to Exhibit 4.2 of Prologis, Inc.’s Current Report on Form 8-K filed May 28, 2014 and also incorporated by reference to Exhibit 4.2 of Prologis, L.P.’s Current Report on Form May 28, 2014). | |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: June 2, 2014 | ||||||
| Prologis, Inc. | ||||||
| By: | /s/ Edward S. Nekritz | |||||
| Name: | Edward S. Nekritz | |||||
| Title: | General Counsel and Secretary | |||||
| Date: June 2, 2014 | ||||||
| Prologis, L.P. | ||||||
| By: Prologis, Inc., its general partner | ||||||
| By: | /s/ Edward S. Nekritz | |||||
| Name: | Edward S. Nekritz | |||||
| Title: | General Counsel and Secretary | |||||