Form FWP Prologis Euro Finance Filed by: Prologis, L.P.

Issuer:

Prologis Euro Finance LLC

Guarantor:

Prologis, L.P.

Legal Format:

SEC Registered

Securities:

0.375% Notes due 2028 (the “2028” Notes)
1.000% Notes due 2035 (the “2035” Notes)

Size:

€550,000,000 (2028 Notes)
€650,000,000 (2035 Notes)

Expected Ratings (Moody’s/S&P)*:

A3 / A- (Stable/Stable)

Maturity Date:

February 6, 2028 (2028 Notes)
February 6, 2035 (2035 Notes)

Coupon:

0.375% per annum, payable annually (2028 Notes)
1.000% per annum, payable annually (2035 Notes)

Price to Public:

99.749% (2028 Notes)
98.474% (2035 Notes)

Underwriting Discount:

0.40% (2028 Notes)
0.50% (2035 Notes)

Net Proceeds, Before Expenses, to Issuer:

€546,419,500 (2028 Notes)
€636,831,000 (2035 Notes)

Mid-Swaps Yield:

-0.093% (2028 Notes)
0.261% (2035 Notes)

Spread to Mid-Swap:

+50 basis points (2028 Notes)
+85 basis points (2035 Notes)

Benchmark Bund:

0.50% DBR due August 15, 2027 (2028 Notes)
4.75% DBR due July 4, 2034 (2035 Notes)

Benchmark Bund Yield/Price:

-0.497% / 107.68% (2028 Notes)
-0.220% / 172.94% (2035 Notes)

Spread to Benchmark Bund:

+90.4 basis points (2028 Notes)
+133.1 basis points (2035 Notes)

Yield to Maturity:

0.407% (2028 Notes)
1.111% (2035 Notes)

Interest Payment Dates:

February 6 of each year, commencing February 6, 2021

Day Count Convention:

Actual/Actual (ICMA)

Optional Redemption

Prior to November 6, 2027 based on the Comparable Government Bond Rate + 15 basis points, or on or after November 6, 2027, at par (2028 Notes)

Prior to November 6, 2034 based on the Comparable Government Bond Rate + 20 basis points, or on or after November 6, 2034, at par (2035 Notes)

Settlement Date:

February 6, 2020 (T+7)

Trade Date:

January 28, 2020

Use of Proceeds:

The Issuer intends to lend or distribute the net proceeds from the offering of the 2028 Notes to the Guarantor who will use the amounts received to finance or refinance, in whole or in part, the Eligible Green Project Portfolio (as defined in the prospectus supplement relating to the Notes). The Issuer intends to lend or distribute the net proceeds from the 2035 Notes to the Guarantor or one of its other subsidiaries. The Guarantor intends to use the net proceeds to repay indebtedness, which may include the redemption of its 1.375% Notes due 2021. The Guarantor expects to use the remaining net proceeds for general corporate purposes. In the short term, the Guarantor may also use the amounts received from the issuance of both series of Notes to repay borrowings under its global line of credit.

Currency of Payment:

All payments of principal of, and premium, if any, and interest on, the Notes, including any payments made upon any redemption of the Notes, will be made in euros. If the euro is unavailable to the issuer due to the imposition of exchange controls or other circumstances beyond the issuer’s control or the euro is no longer used by the member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the issuer or so used.

Payment of Additional Amounts:

The issuer will, subject to certain exceptions and limitations, pay additional amounts on the Notes as are necessary in order that the net payment by the issuer or the paying agent of the principal of, and premium, if any, and interest on, the Notes to a holder who is not a United States person, after withholding or deduction for any present or future tax, duty, assessment or other governmental charge of whatever nature imposed or levied by the United States or any taxing authority thereof or therein, will not be less than the amount provided in the Notes to be then due and payable.

Redemption for Tax Reasons:

The issuer may offer to redeem all, but not less than all, of the Notes in the event of certain changes in the tax laws of the United States (or any taxing authority thereof or therein) which would obligate the issuer to pay additional amounts as described above. This redemption would be at a redemption price equal to 100% of the principal amount of the Notes, together with accrued and unpaid interest on the Notes to, but not including, the date fixed for redemption.

Denominations:

€100,000 x €1,000

ISIN / Common Code / CUSIP:

XS2112475509 / 211247550 / 74341E AE2 (2028 Notes)
XS2112475921 / 211247592 / 74341E AF9 (2035 Notes)

Listing:

The issuer intends to apply to list the Notes on the NYSE

Joint Book-Running Managers:

Merrill Lynch International
HSBC Bank plc
Morgan Stanley & Co. International plc
BNP Paribas
ING Bank N.V.

Senior Co-Managers:

Citigroup Global Markets Limited
Goldman Sachs & Co. LLC
Mizuho International plc
MUFG Securities EMEA plc
PNC Capital Markets LLC

Co-Managers:

Academy Securities, Inc.
Banco Bilbao Vizcaya Argentaria, S.A.
BNY Mellon Capital Markets, LLC
Crédit Agricole Corporate and Investment Bank
NatWest Markets Plc
Regions Securities LLC
Standard Chartered Bank
SunTrust Robinson Humphrey, Inc.