Prologis, L.P. Prices \$1.25 Billion Notes Offering: What Investors Need to Know

Prologis, L.P., a leading global logistics REIT, has announced the pricing and planned issuance of \$1.25 billion in senior notes through a public offering. This debt issuance comprises two tranches:

• \$500 million aggregate principal amount of 4.250% Notes due 2031
• \$750 million aggregate principal amount of 4.900% Notes due 2036

Key Highlights of the Offering

• Pricing Date: April 20, 2026
• Expected Settlement: April 23, 2026 (T+3)
• Use of Proceeds: The net proceeds from the offering will be used in the manner described under “Use of Proceeds” in the prospectus supplement, which typically includes refinancing existing debt, funding acquisitions, and general corporate purposes.
• Book-Running Managers: BofA Securities, HSBC Securities (USA), ING Financial Markets, J.P. Morgan Securities, Scotia Capital (USA), TD Securities (USA), Mizuho Securities USA, and SMBC Nikko Securities America.
• Senior Co-Managers: Academy Securities, BNP Paribas Securities, Loop Capital Markets, MUFG Securities Americas, PNC Capital Markets, Truist Securities, U.S. Bancorp Investments, and Wells Fargo Securities.
• Trading: The notes are expected to be listed on the New York Stock Exchange.

Terms of the Notes

Interest Payment Dates: Semi-annually, beginning October 15, 2026.

Optional Redemption: The notes are redeemable at the option of Prologis, L.P., subject to the terms outlined in the prospectus supplement.

Potential Impact on Shareholders and Investment Considerations

• This is a significant capital markets transaction for Prologis, substantially increasing its available liquidity and financial flexibility.
• Proceeds may be used for refinancing existing debt, which could lower the company’s average cost of debt and improve future earnings.
• The attractive pricing and strong demand (as indicated by the tight spreads to U.S. Treasuries and participation of major global underwriters) reflect market confidence in Prologis’s credit quality and business outlook.
• Shareholders should note that raising new debt increases overall leverage, which can be positive if proceeds are deployed accretively, but also adds fixed obligations to the company’s capital structure.
• Material Adverse Change Clause: The underwriting agreement specifies that no material adverse change in the company’s business or financial condition has occurred since the date of the prospectus. Any such event prior to closing could impact the offering or share price.
• Compliance: Prologis affirms compliance with all material laws, tax obligations, and regulatory requirements, and notes that it has made all required SEC filings, which supports investor confidence in corporate governance.

Other Noteworthy Details

• No sales to retail investors in the EU/UK: The notes are not being offered or sold to retail investors in the EEA or UK. No EU PRIIPs Key Information Document (KID) will be prepared, meaning the notes are intended for institutional and qualified investors only.
• Independent Auditor: KPMG LLP is the independent auditor for Prologis and has confirmed the company’s financials for the past three years, which were incorporated into this offering.
• No material adverse change since last financials: The company represents that there has been no material adverse change in its financial condition, operations, or prospects since its last filings.

Conclusion

This large-scale debt offering is a material event for Prologis, L.P. and is likely to be closely watched by both equity and debt investors. The company’s ability to access the capital markets at attractive rates strengthens its balance sheet and supports continued growth. However, as with any new debt issuance, investors should monitor how the proceeds are ultimately used and the impact on leverage and interest coverage metrics.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review the original SEC filings and consult their own advisors before making any investment decisions. The information herein is based on the company’s public disclosures as of the indicated date and may not reflect subsequent developments.

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