ProLogis Announces Tender Offer for Any and All of Its 5.50% Notes Due 2012 and Its 5.50% Notes Due 2013

DENVER, March 8 /PRNewswire-FirstCall/ -- ProLogis (NYSE: PLD), a leading global provider of distribution facilities, today announced that it has commenced a cash tender offer (the "Tender Offer") for any and all of the approximately $281 million outstanding principal amount of its 5.50% Notes due April 1, 2012 (the "2012 Notes") and any and all of the approximately $262 million outstanding principal amount of its 5.50% Notes due March 1, 2013 (the "2013 Notes," and together with the "2012 Notes," the "Notes").  The consideration payable for the 2012 Notes is $1,062.50 per $1,000 principal amount, and the consideration payable for the 2013 Notes is $1,065.00 per $1,000 principal amount, plus, in each case, accrued and unpaid interest up to, but not including, the settlement date for the Notes purchased in the Tender Offer, which is expected to be the first business day following the Expiration Time (as defined below).  Additional terms and conditions of the Tender Offer are set forth in the Offer to Purchase dated March 8, 2010 (the "Offer to Purchase") and the related Letter of Transmittal (the "Letter of Transmittal").

The Tender Offer will expire at 5:00 p.m., New York City time, on Monday, March 15, 2010, unless extended or earlier terminated (the "Expiration Time").  Under certain circumstances, and as more fully described in the Offer to Purchase, ProLogis may terminate the Tender Offer before the Expiration Time.  Any tendered Notes may be withdrawn prior to, but not after, the Expiration Time and withdrawn Notes may be re-tendered by a holder at any time prior to the Expiration Time.  The Notes purchased pursuant to the Tender Offer are expected to be cancelled.  The obligation of ProLogis to accept for purchase and to pay for the Notes purchased pursuant to the Tender Offer is not subject to any minimum tender condition but is subject to satisfaction or waiver of certain other conditions described in the Offer to Purchase.  The Tender Offer is expressly conditioned on ProLogis' ability to consummate an offering of senior notes in an amount and on terms reasonably satisfactory to the company.

Capital Markets Update

In addition, ProLogis provided an update on recent capital markets activity.  Since the beginning of 2010, ProLogis has repurchased $165 million of convertible senior notes for total consideration of $152 million. ProLogis also has issued approximately 2.2 million common shares at an average of $12.76 per share through its at-the-market offering program, generating net proceeds of approximately $28 million since the beginning of the year.

This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.  ProLogis is making the Tender Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal.  The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.  None of ProLogis, the Dealer Managers, the Depositary or the Information Agent for the Tender Offer makes any recommendation as to whether holders should tender or refrain from tendering their Notes in the Tender Offer.

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and Letter of Transmittal that are being sent to holders of the Notes.  Holders are urged to read the Tender Offer documents carefully when they become available.  Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Tender Offer, Global Bondholder Services Corporation at (866) 470-4200 (toll-free) or (212) 430-3774 (collect).

Citi and Wells Fargo Securities are the Dealer Managers for the Tender Offer. Questions regarding the Tender Offer may be directed to Citi at (800) 558-3745 (toll-free) or Wells Fargo Securities at (866) 309-6316 (toll-free).

About ProLogis

ProLogis is a leading global provider of distribution facilities, with more than 475 million square feet of industrial space (44 million square meters) in markets across North America, Europe and Asia. The company leases its industrial facilities to more than 4,400 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises with large-scale distribution needs.

The statements above that are not historical facts are forward-looking statements.  These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which ProLogis operates, management's beliefs and assumptions made by management, they involve uncertainties that could significantly impact ProLogis' financial results.  Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "designed to achieve," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.  All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital in existing or new property funds – are forward-looking statements. 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) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions and developments, (v) maintenance of real estate investment trust ("REIT") status, (vi) availability of financing and capital, (vii) changes in demand for developed properties, and (viii) those additional factors discussed in "Item 1A. Risk Factors" in ProLogis' Annual Report on Form 10-K for the year ended December 31, 2009.  ProLogis undertakes no duty to update any forward-looking statements appearing in this press release.

SOURCE ProLogis

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