e425
Filed
by AMB Property, L.P. and AMB Property Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Subject Company: ProLogis
Registration Statement #333-173891
AMB PROPERTY, L.P. ANNOUNCES INTERIM RESULTS OF EXCHANGE OFFERS
SAN FRANCISCO and DENVER, May 17, 2011 AMB Property Corporation (NYSE: AMB, AMB) and ProLogis
(NYSE: PLD) today announced interim results from the offers to exchange all outstanding notes of
the series described in the table below issued by ProLogis (the ProLogis Notes) for corresponding
series of notes to be issued by AMBs operating partnership, AMB Property, L.P. (AMB LP) and
guaranteed by AMB (the AMB LP Notes). As of 5:00 p.m., New York City time, on May 16, 2011 (the
Early Consent Date), and as indicated in the table below, approximately $4.37 billion aggregate
principal amount of ProLogis Notes had been validly tendered for exchange (and not validly
withdrawn), such that the requisite consents for the applicable series of ProLogis Notes have been
received (such consents may not be revoked after the Early Consent Date by the terms and conditions
of the exchange offers and consent solicitations as described in the corresponding prospectus). In
light of having received the requisite consents, the proposed amendments to the ProLogis indenture
(such indenture, as amended and supplemented, the ProLogis Indenture) governing the ProLogis
Notes (the Proposed Amendments) will be adopted, assuming all other conditions of the exchange
offers and consent solicitations are satisfied or waived, as applicable. The following table shows
the principal amount of each such series tendered by the Early Consent Date.
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CUSIP No. |
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Percent of |
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of the ProLogis |
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Outstanding |
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Aggregate |
Aggregate |
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Series of ProLogis Non-Convertible |
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Non- |
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Principal Amount |
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Principal Amount |
Principal |
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Notes Issued by |
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Convertible |
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Tendered as of the |
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Tendered as of the |
Amount |
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ProLogis to be Exchanged |
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Notes |
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Early Consent Date |
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Early Consent Date |
$ |
58,935,000 |
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5.500% Notes due April 1, 2012 |
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743410 AK8 |
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$ |
48,810,000 |
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82.82 |
% |
$ |
61,443,000 |
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5.500% Notes due March 1, 2013 |
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743410 AE2 |
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$ |
58,642,000 |
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95.44 |
% |
$ |
350,000,000 |
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7.625% Notes due August 15, 2014 |
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743410 AU6 |
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$ |
325,454,000 |
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92.99 |
% |
$ |
48,226,750 |
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7.810% Notes due February 1, 2015 |
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81413WAA8 |
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$ |
31,667,000 |
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65.66 |
% |
$ |
5,511,625 |
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9.340% Notes due March 1, 2015 |
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814138 AB9 |
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$ |
4,338,000 |
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78.71 |
% |
$ |
155,320,000 |
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5.625% Notes due November 15, 2015 |
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743410 AJ1 |
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$ |
137,265,000 |
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88.38 |
% |
$ |
197,758,000 |
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5.750% Notes due April 1, 2016 |
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743410 AL6 |
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$ |
165,515,000 |
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83.70 |
% |
$ |
36,402,700 |
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8.650% Notes due May 15, 2016 |
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814138 AJ2 |
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$ |
34,042,000 |
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93.52 |
% |
$ |
182,104,000 |
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5.625% Notes due November 15, 2016 |
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743410 AN2 |
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$ |
167,914,000 |
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92.21 |
% |
$ |
300,000,000 |
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6.250% Notes due March 15, 2017 |
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743410 AX0 |
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$ |
279,840,000 |
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93.28 |
% |
$ |
100,000,000 |
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7.625% Notes due July 1, 2017 |
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814138 AK9 |
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$ |
96,182,000 |
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96.18 |
% |
$ |
600,000,000 |
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6.625% Notes due May 15, 2018 |
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743410 AT9 |
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$ |
584,829,000 |
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97.47 |
% |
$ |
396,641,000 |
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7.375% Notes due October 30, 2019 |
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743410 AV4 |
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$ |
386,356,000 |
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97.41 |
% |
$ |
561,049,000 |
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6.875% Notes due March 15, 2020 |
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743410 AW2 |
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$ |
539,929,000 |
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96.24 |
% |
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Percent of |
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CUSIP No. |
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Outstanding |
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Aggregate |
Aggregate |
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Series of ProLogis Convertible Notes |
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of the ProLogis |
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Principal Amount |
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Principal Amount |
Principal |
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Issued by |
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Convertible |
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Tendered as of the |
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Tendered as of the |
Amount |
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ProLogis to be Exchanged |
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Notes |
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Early Consent Date |
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Early Consent Date |
$ |
460,000,000 |
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3.250% Convertible Senior Notes due 2015 |
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743410 AY8 |
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$ |
451,151,000 |
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98.08 |
% |
$ |
592,980,000 |
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2.250% Convertible Senior Notes due 2037 |
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743410 AP7 |
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$ |
548,674,000 |
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92.53 |
% |
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743410 AQ5 |
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$ |
141,635,000 |
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1.875% Convertible Senior Notes due 2037 |
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743410 AR3 |
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$ |
140,987,000 |
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99.54 |
% |
$ |
386,250,000 |
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2.625% Convertible Senior Notes due 2038 |
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743410 AS1 |
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$ |
364,249,000 |
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94.30 |
% |
The exchange offers and the solicitation of consents are being made under terms and subject to the
conditions set forth in the prospectus filed by AMB and AMB LP with the Securities and Exchange
Commission (the SEC) and a related letter of transmittal and consent that contains a more
complete description of the terms and conditions of the exchange offers and the solicitation of
consents.
A holder who validly tenders its ProLogis Notes for exchange will be deemed to have delivered its
consent to the Proposed Amendments. Tenders of ProLogis Notes may be withdrawn any time prior to
9:00 a.m., New York City time, on June 3, 2011, unless extended by AMB LP (the Expiration Date).
Consents to the Proposed Amendments delivered prior to the Early Consent Date may not be revoked
after the Early Consent Date. Consents to the Proposed Amendments delivered after the Early Consent
Date and before the Expiration Date may be revoked any time prior to the Expiration Date. Tenders
of ProLogis Notes may not be validly withdrawn after the Expiration Date, unless AMB LP otherwise
is required by law to permit withdrawal.
A holder who does not validly tender its ProLogis Notes for exchange, or whose notes are not
accepted for exchange, will remain a holder of such ProLogis Notes. If the Proposed Amendments to
the ProLogis Indenture are adopted, all such ProLogis Notes will be governed by the ProLogis
Indenture as amended by the Proposed Amendments, which will have less restrictive terms and afford
reduced protections to the holders of such securities compared to those currently in the ProLogis
Indenture.
AMB LPs obligations to complete the exchange offers and the solicitation of consents are
conditioned upon, among other things, completion of the merger of equals, listing of
AMB LPs existing 6.750% Notes due 2011 on the New York Stock Exchange and receipt of valid
consents sufficient to effect the Proposed Amendments. The merger and related transactions and
listing of AMB LPs existing 6.750% Notes due 2011 on the New York Stock Exchange are not
conditioned upon the commencement or completion of the exchange offers or the solicitation of
consents.
Citi and RBS are serving as the dealer managers and solicitation agents and Global Bondholder
Services Corporation is serving as exchange agent and information agent for the exchange offers and
the solicitation of consents. Questions regarding the exchange offers and the solicitation of
consents may be directed to Citigroup Global Markets Inc., Liability Management Group, 390
Greenwich Street, 1st floor, New York, NY 10013, or by telephone at (800) 558-3745 or to RBS
Securities Inc., Liability Management Group, 600 Washington Boulevard, Stamford, CT 06901, or by
telephone at (877) 297-9832. Requests for documents may be directed to Global Bondholder Services
Corporation, Attn: Corporate Actions, 65 Broadway, Suite 723, New York, NY 10006, or by telephone
for banks and brokers collect at (212) 430-3774, all others toll-free at (866) 470-3700.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the
securities described herein, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. The exchange offers and
solicitation of consents are being made only by means of a prospectus that is part of a
registration statement.
About AMB
AMB Property Corporation® is a leading owner, operator and developer of industrial real
estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As
of March 31, 2011, AMB owned, or had investments in, on a consolidated basis or through
unconsolidated joint ventures, properties and development projects expected to total approximately
161 million square feet (15 million square meters) in 49 markets within 15 countries. AMB invests
in properties located predominantly in the infill submarkets of its targeted markets. The companys
portfolio is comprised of High Throughput Distribution® facilitiesindustrial properties built for
speed and located near airports, seaports and ground transportation systems.
About ProLogis
ProLogis is the leading global provider of distribution facilities, with more than 435
million square feet of industrial space owned and managed (40 million square meters) in markets
across North America, Europe and Asia. The company leases its industrial facilities to more than
3,800 customers, including manufacturers, retailers, transportation companies, third-party
logistics providers and other enterprises with large-scale distribution needs. For additional
information about the company, go to www.prologis.com.
Additional Information about the Exchange Offers and Where to Find It
As noted above, in connection with the exchange offers, AMB and AMB LP have filed with the
Securities and Exchange Commission (the SEC) a registration statement on Form S-4 that includes a
prospectus of AMB and AMB LP (File No. 333-173891). HOLDERS OF PROLOGIS NOTES ARE URGED TO READ
THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the prospectus and other relevant documents filed by AMB and AMB LP,
including the prospectus, at the SECs website at www.sec.gov. Copies of the documents
filed by AMB and AMB LP with the SEC are available free of charge on AMBs website at www.amb.com
or by contacting AMB Investor Relations at +1-415-394-9000.
Cautionary Statement Regarding Forward-Looking Statements
In addition to historical information, this document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current
expectations, estimates and beliefs. Words such as expects, anticipates, intends, plans,
believes, seeks, estimates, variations of such words and similar expressions are intended to
identify such forward-looking statements, which generally are not historical in nature. Such
forward-looking statements include, but are not limited to, statements relating to the terms and
timing of the exchange offers and the solicitation of consents. These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions that are difficult
to predict. Although we believe the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our expectations will be attained
and therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in such forward-looking statements. Some of the factors that may affect outcomes and
results include, but are not limited to: (i) national, international, regional and local economic
climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates,
(iii) risks associated with the ability to consummate the merger and the timing of the closing of
the merger, and (iv) those additional risks and factors discussed in reports filed with the
Securities and Exchange Commission (SEC) by AMB and ProLogis from time to time, including those
discussed under the heading Risk Factors in their respective most recently filed reports on Form
10-K and 10-Q. Neither AMB nor ProLogis undertakes any duty to update any forward-looking
statements appearing in this document.