SAN FRANCISCO and DENVER, May 3,
2011 /PRNewswire/ -- AMB Property Corporation (NYSE: AMB,
"AMB") and ProLogis (NYSE: PLD) today announced that AMB's
operating partnership, AMB Property, L.P. ("AMB LP"), commenced
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 AMB LP and guaranteed
by AMB (the "AMB LP Notes") in the aggregate principal amount of
approximately $4.6 billion. The AMB
LP Notes will be issued under and governed by the terms of a new
AMB LP indenture. AMB LP is making the exchange offers and,
on behalf of the combined companies, the solicitation of consents
to amend the ProLogis indenture (such indenture, as amended and
supplemented, the "ProLogis Indenture") governing the ProLogis
Notes (the "Proposed Amendments"). AMB LP is commencing the
exchange offers and, on behalf of the combined companies, the
solicitation of consents in anticipation of the pending merger of
equals of AMB and ProLogis.
The exchange offers and the solicitation of consents are being
made under terms and subject to the conditions set forth in the
prospectus contained in the registration statement on Form S-4
filed by AMB and AMB LP with the Securities and Exchange Commission
(the "SEC") on May 3, 2011 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.
AMB LP is offering to exchange the following series of ProLogis
Notes for AMB LP Notes (to be guaranteed by AMB) that will have
substantially the same terms, including interest rate, interest
payment dates, redemption terms, maturity and, if applicable,
exchange terms (other than the applicable initial exchange rates,
dividend threshold amounts, fundamental change make-whole amounts
and, in the case of the 3.25% Convertible Senior Notes due 2015,
the exchange consideration) and certain restrictive covenants, as
the corresponding series of ProLogis Notes, without giving effect
to the Proposed Amendments.
|
|
Aggregate
Principal
Amount
|
Series of
Notes Issued by
ProLogis to be
Exchanged
(Collectively, the "ProLogis
Non-Convertible Notes")
|
CUSIP
No.
of the ProLogis Non-Convertible
Notes
|
|
$58,935,000
|
5.500% Notes
due April 1, 2012
|
743410
AK8
|
|
$61,443,000
|
5.500% Notes
due March 1, 2013
|
743410
AE2
|
|
$350,000,000
|
7.625% Notes
due August 15, 2014
|
743410
AU6
|
|
$48,226,750
|
7.810% Notes
due February 1, 2015
|
81413WAA8
|
|
$5,511,625
|
9.340% Notes
due March 1, 2015
|
814138
AB9
|
|
$155,320,000
|
5.625% Notes
due November 15, 2015
|
743410
AJ1
|
|
$197,758,000
|
5.750% Notes
due April 1, 2016
|
743410
AL6
|
|
$36,402,700
|
8.650% Notes
due May 15, 2016
|
814138
AJ2
|
|
$182,104,000
|
5.625% Notes
due November 15, 2016
|
743410
AN2
|
|
$300,000,000
|
6.250% Notes
due March 15, 2017
|
743410
AX0
|
|
$100,000,000
|
7.625% Notes
due July 1, 2017
|
814138
AK9
|
|
$600,000,000
|
6.625% Notes
due May 15, 2018
|
743410
AT9
|
|
$396,641,000
|
7.375% Notes
due October 30, 2019
|
743410
AV4
|
|
$561,049,000
|
6.875% Notes
due March 15, 2020
|
743410
AW2
|
|
|
|
|
|
Aggregate
Principal
Amount
|
Series of
Convertible Notes Issued by
ProLogis to be
Exchanged
(Collectively, the "ProLogis
Convertible Notes" and, together with the ProLogis Non-Convertible
Notes, the "ProLogis Notes")
|
CUSIP
No.
of the ProLogis Convertible
Notes
|
|
$460,000,000
|
3.250%
Convertible Senior Notes due 2015
|
743410
AY8
|
|
$592,980,000
|
2.250%
Convertible Senior Notes due 2037
|
743410
AP7
743410
AQ5
|
|
$141,635,000
|
1.875%
Convertible Senior Notes due 2037
|
743410
AR3
|
|
$386,250,000
|
2.625%
Convertible Senior Notes due 2038
|
743410
AS1
|
|
|
|
|
|
|
Each series of AMB LP Notes will bear interest from the most
recent interest payment date on which interest has been paid on the
corresponding series of ProLogis Notes. The AMB LP Notes
issued in exchange for the ProLogis Convertible Notes will be
exchangeable into AMB common stock, cash or a combination of cash
and AMB common stock.
The exchange price for each ProLogis Non-Convertible Note will
be 100 percent of its principal amount plus a cash consent fee
equal to 0.25% of its principal amount if validly tendered (and not
validly withdrawn) prior to 5:00
p.m., New York City time,
on May 16, 2011, unless extended by
AMB LP, which is the "Early Consent Date," and 97 percent of its
principal amount if validly tendered (and not validly withdrawn)
after the Early Consent Date and prior to the expiration date of
the exchange offers, which is 9:00
a.m., New York City time,
on June 3, 2011, unless extended by
AMB LP (the "Expiration Date").
The exchange price for each ProLogis Convertible Note will be
100 percent of its principal amount plus a cash consent fee equal
to 0.10% of its principal amount if validly tendered (and not
validly withdrawn) prior to the Early Consent Date and 97 percent
of its principal amount if validly tendered (and not validly
withdrawn) after the Early Consent Date and prior to the Expiration
Date of the exchange offers.
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 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 LP's 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 LP's 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 LP's 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, and such
exchanges shall not be made until the registration statement has
been declared effective by the SEC.
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 company's portfolio
is comprised of High Throughput Distribution® facilities—industrial
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. The registration statement has
not been declared effective by the SEC. 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 SEC's website at
www.sec.gov. Copies of the documents filed by AMB and AMB LP
with the SEC are available free of charge on AMB's 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.
SOURCE AMB Property Corporation