Amb Property Corp Sample Contracts

Prologis, Inc. – AMENDED AND RESTATED DIRECTOR DEFERRED STOCK UNIT AWARD TERMS PROLOGIS, INC 2012 LONG-TERM INCENTIVE PLAN (May 8th, 2018)

Effective as of [DATE] (the “Grant Date”), [NAME] (the “Participant”) has been granted a Full Value Award under the Prologis, Inc. 2012 Long-Term Incentive Plan (the “Plan”) in the form of deferred stock units (the “Award”).  The Award shall be subject to the following terms and conditions (sometimes referred to as the “Award Terms”).

Prologis, Inc. – EIGHTH AMENDED AND RESTATED BYLAWS of PROLOGIS, INC. (September 23rd, 2016)
Prologis, Inc. – PROLOGIS, INC. Up to $750,000,000 of Shares of Common Stock (par value $0.01 per share) Equity Distribution Agreement (February 5th, 2015)
Prologis, Inc. – February 5, 2015 (February 5th, 2015)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $750,000,000 aggregate offering price in shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued from time to time pursuant to the Prospectus Supplement and the Distribution Agreement (each as defined herein) in one or more transactions deemed to be “at the market” offerings (each, an “Offering” and, collectively, the “Offerings”) under Rule 415 of the 1933 Act.

Prologis, Inc. – [LETTERHEAD OF VENABLE LLP] April 21, 2014 (April 21st, 2014)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $750,000,000 aggregate offering price in shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued from time to time pursuant to the Prospectus Supplement and the Distribution Agreement (each as defined herein) in one or more transactions deemed to be “at the market” offerings (each, an “Offering” and, collectively, the “Offerings”) under Rule 415 of the 1933 Act.

Prologis, Inc. – PROLOGIS, INC. Up to $750,000,000 of Shares of Common Stock (par value $0.01 per share) Equity Distribution Agreement (June 26th, 2013)
Prologis, Inc. – [LETTERHEAD OF VENABLE LLP] June 26, 2013 (June 26th, 2013)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $750,000,000 aggregate offering price in shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued from time to time pursuant to the Prospectus Supplement and the Distribution Agreement (each as defined herein) in one or more transactions deemed to be “at the market” offerings (each, an “Offering” and, collectively, the “Offerings”) under Rule 415 of the 1933 Act.

Prologis, Inc. – PROLOGIS, INC. Shares of Common Stock Underwriting Agreement dated April 25, 2013 Morgan Stanley & Co. LLC (April 30th, 2013)
Prologis, Inc. – [LETTERHEAD OF VENABLE LLP] April 29, 2013 (April 30th, 2013)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to 35,650,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”), including up to 4,650,000 Shares which the underwriters in the Offering (as defined herein) have the option to purchase to cover overallotments, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in an underwritten public offering (the “Offering”) pursuant to the Prospectus Supplement (as defined herein).

Prologis, Inc. – PROLOGIS, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN (December 13th, 2011)

Prologis, Inc., a Maryland corporation (the “Company”), has established the Prologis Nonqualified Deferred Compensation Plan (the “Plan”) effective as of January 1, 2012 for the benefit of Non-Employee Directors and a select group of management and highly compensated employees, including Officers, who contribute materially to the continued growth, development and future business success of the Company and its affiliates.

Prologis, Inc. – Overview Press Release 3 Highlights Company Profile 6 Financial Statements Balance Sheets 8 Consolidated Statements of Operations 9 Consolidated Statements of Funds From Operations (FFO) 10 Reconciliations of Net Earnings (Loss) to FFO 11 EBITDA Reconciliation 12 Operations Overview Operating Portfolio – Owned and Managed 13 Operating Portfolio – Prologis Share 14 Operating Metrics 15 Customer Information 16 Capital Deployment Building Acquisitions 17 Building Dispositions 18 Development Starts 19 Development Portfolio 20 Land Portfolio – Owned and Managed 21 Private Capital Detail Fund Inform (October 26th, 2011)

SAN FRANCISCO, October 26, 2011 — Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today reported results for the third quarter of 2011.

Prologis, Inc. – PROLOGIS, INC. Shares of Common Stock Underwriting Agreement dated June 23, 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated (June 28th, 2011)

Introductory. Prologis, Inc., a Maryland corporation (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities LLC (“J.P. Morgan”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and J.P. Morgan are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share (the “Common Stock”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 4,500,000 additional shares of Common Sto

Prologis, Inc. – Ladies and Gentlemen: In connection with the preparation of the prospectus dated June 22, 2011 and the prospectus supplement dated June 23, 2011 (together, the “Prospectus”), forming a part of the Registration Statement on Form S-3 (Registration No. 333-153379) filed with the Securities and Exchange Commission on September 9, 2008 (the “Registration Statement”), by Prologis, Inc., a Maryland corporation (the “Company”), you have requested our opinions concerning (i) the qualification and taxation of the Company as a real estate investment trust (“REIT”), and (ii) the information in the Prospec (June 28th, 2011)

Re:   Status as a Real Estate Investment Trust; Information in the Prospectus under “United States Federal Income Tax Considerations”

Prologis, Inc. – [Venable LLP Letterhead] June 27, 2011 (June 28th, 2011)

We have served as Maryland counsel to Prologis, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the offering by the Company of up to 34,500,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share, including up to 4,500,000 Shares that the Company may issue to the Underwriters (as defined below) to cover overallotments, pursuant to an Underwriting Agreement, dated June 23, 2011(the “Underwriting Agreement”), by and among the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”). The Shares are covered by the above-referenced Registration Statement and all amendments thereto (collectively, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (t

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES FIRST QUARTER 2011 RESULTS (April 20th, 2011)

SAN FRANCISCO, April 20, 2011 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the first quarter of 2011. Core FFO per fully diluted share and unit, as adjusted, was $0.32 for the first quarter of 2011 as compared to $0.29 the same period in 2010. Core FFO, as adjusted, excludes the recognition of development gains of $1.1 million and merger costs of $3.7 million. Funds from operations, as adjusted, per fully diluted share and unit, was $0.33 for the first quarter of 2011 as compared to $0.31 the same period in 2010. FFO, as adjusted, includes development gains but excludes merger transaction costs.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES FOURTH QUARTER AND FULL YEAR 2010 RESULTS (February 3rd, 2011)

SAN FRANCISCO, February 3, 2011 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the fourth quarter and full year 2010. Core FFO, as adjusted, which excludes the recognition of development gains, was $0.32 for the fourth quarter of 2010 and $1.22 for the full year 2010 compared to $0.32 and $1.46 respectively for the same periods in 2009. Funds from operations, as adjusted, per fully diluted share and unit (“FFOPS, as adjusted”), which includes the recognition of development gains, was $0.33 for the fourth quarter 2010 and $1.27 for the full year 2010 compared to $0.32 and $2.09 respectively for the same periods in 2009. The year-over-year change in FFO, as adjusted, was primarily due to higher development gains recognized in 2009.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES THIRD QUARTER 2010 RESULTS (October 20th, 2010)

SAN FRANCISCO, October 20, 2010 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the third quarter of 2010. Funds from operations, as adjusted, per fully diluted share and unit (“FFOPS, as adjusted”) was $0.32 for the third quarter of 2010, as compared to $0.71 for the same quarter in 2009. The year-over-year change was primarily due to higher development profits recognized in the third quarter of 2009. FFO, as adjusted for the third quarter of 2010, excludes $0.02 of restructuring and debt extinguishment charges.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES SECOND QUARTER 2010 RESULTS (July 21st, 2010)

SAN FRANCISCO, July 21, 2010 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the second quarter 2010. Funds from operations, as adjusted, per fully diluted share and unit (“FFOPS, as adjusted”) was $0.30 for the second quarter of 2010, as compared to $0.37 for the same quarter in 2009. FFO, as adjusted for the second quarter of 2010, excludes $0.01 of restructuring and debt extinguishment charges.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES FIRST QUARTER 2010 RESULTS (April 21st, 2010)

SAN FRANCISCO, April 21, 2010 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the first quarter 2010. Funds from operations, as adjusted, per fully diluted share and unit (“FFOPS, as adjusted”), was $0.31 for the first quarter of 2010, as compared to $0.77 for the same quarter in 2009. The year-over-year change was primarily due to higher development gains in 2009 relative to 2010.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES FOURTH QUARTER AND FULL YEAR 2009 RESULTS (February 2nd, 2010)

SAN FRANCISCO, February 2, 2010 – AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of global industrial real estate, today reported results for the fourth quarter and full year 2009. Funds from operations per fully diluted share and unit (“FFOPS”) was $0.29 for the fourth quarter of 2009 and $0.72 for the full year 2009 compared to $(1.68) and $0.77 for the same periods in 2008. Excluding the impact of early debt extinguishment costs, preferred unit redemption discount and restructuring charges, FFO as adjusted would have been $0.32 for the fourth quarter, and $2.09 for full year 2009, which also excludes the impact of impairments recognized in the first quarter.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES THIRD QUARTER 2009 RESULTS (October 21st, 2009)

SAN FRANCISCO, October 21, 2009 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of industrial real estate, today reported results for the third quarter 2009. Funds from operations per fully diluted share and unit (“FFOPS”) was $0.71 for the third quarter of 2009, as compared to $0.69 for the same quarter in 2008, driven primarily by increased development gains and lower general and administrative expenses.

Amb Property Corp – SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (September 23rd, 2009)

This Separation Agreement and Release of All Claims is entered into between AMB Property Corporation, its affiliates and subsidiaries (collectively, the “Company”) and John T. Roberts, Jr. (“Executive”). The purpose of this Agreement is to arrange a severance of Executive’s employment with Company on a basis that is satisfactory both to the Company and to the Executive.

Amb Property Corp – Company Profile SUPPLEMENTAL ANALYST PACKAGE 2009 Second Quarter Earnings Conference Call (July 28th, 2009)

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 June 30, 2009, AMB owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 156.9 million square feet (14.6 million square meters) in 48 markets within 14 countries.

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES SECOND QUARTER 2009 RESULTS (July 28th, 2009)

SAN FRANCISCO, July 28, 2009 — AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of industrial real estate, today reported results for the second quarter 2009. Funds from operations per fully diluted share and unit (“FFOPS”) was $0.34 for the second quarter of 2009, which included the recognition of $3.8 million, or $0.03 on a per-share basis, in restructuring charges, as compared to $1.05 for the same quarter in 2008. The year-over-year difference is primarily attributable to the recognition of an incentive distribution and development gains in the prior year, as well as the subsequent increase in share count related to the company’s March 2009 equity offering.

Amb Property Corp – Company Profile SUPPLEMENTAL ANALYST PACKAGE 2009 First Quarter Earnings Conference Call (April 28th, 2009)

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, 2009, AMB owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 159.0 million square feet (14.8 million square meters) in 48 markets within 14 countries.

Amb Property Corp – 41,250,000 Shares AMB PROPERTY CORPORATION Common Stock par value $.01 per share UNDERWRITING AGREEMENT (March 26th, 2009)
Amb Property Corp – Company Profile SUPPLEMENTAL ANALYST PACKAGE 2008 Fourth Quarter Earnings Conference Call (March 2nd, 2009)

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 December 31, 2008, AMB owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 160.0 million square feet (14.9 million square meters) in 49 markets within 15 countries.

Amb Property Corp – AMENDMENT NO. 1 TO CREDIT AGREEMENT (March 2nd, 2009)

THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of January 26, 2009, by and among AMB PROPERTY, L.P., a Delaware limited partnership (the “Borrower”), AMB PROPERTY CORPORATION, as Guarantor (the “Guarantor”), the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUMITOMO MITSUI BANKING CORPORATION, as Syndication Agent, J.P. MORGAN SECURITIES INC. and SUMITOMO MITSUI BANKING CORPORATION, as Joint Lead Arrangers and Joint Bookrunners, and HSBC BANK USA, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents.

Amb Property Corp – Company Profile SUPPLEMENTAL ANALYST PACKAGE 2008 Fourth Quarter Earnings Conference Call (January 29th, 2009)

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 December 31, 2008, AMB owned or had investments in, on a consolidated basis or through unconsolidated joint ventures, properties and development projects expected to total approximately 160.0 million square feet (14.9 million square meters) in 49 markets within 15 countries.

Amb Property Corp – AMB PROPERTY CORPORATION ® ANNOUNCES FOURTH QUARTER AND FULL YEAR 2008 RESULTS (January 29th, 2009)

SAN FRANCISCO, January 29, 2009 – AMB Property Corporation® (NYSE: AMB), a leading owner, operator and developer of industrial real estate, today reported results for the fourth quarter and full year 2008. Funds from operations per fully diluted share and unit (“FFOPS”) were a $1.69 loss for the fourth quarter of 2008 and income of $0.78 for the full year 2008 compared to income of $1.20 and $3.51 for the same periods in 2007.

Amb Property Corp – Contract (January 5th, 2009)

To: AMB Fund Management S.Á.R.L. acting in its own name but on behalf of AMB Europe Fund I FCP-FIS as AMB Agent for the Borrowers Attention: The managers of AMB Fund Management S.Á.R.L. 5, allée Scheffer L-2520 Luxembourg

Amb Property Corp – Potential Sources & Uses CAPITAL SOURCES 2008 – 2009 CAPITAL REQUIREMENTS AMB’s share of (in millions): AMB’s share of (in millions): Properties held for divestiture $ 81 2008 Development funding(1) $ 36 Development properties HFS/C* 422 2009 Development funding(1) 192 Operating properties HFS/C* 347 2008 Debt maturities(2) - AMB’s share of properties HFS/C/Divestiture $ 850 2009 Debt maturities(2) 348 Consolidated: Cash and cash equivalents $ 238 Credit facilities 689 Capital Sources $ 1,777 Capital Requirements $ 576 Note: All data approximate as of October 31, 2008 * Held for Sale or Contri (November 17th, 2008)

2008 2008 2009 2009 2009 2010 2010 REIT & Consolidated Joint Venture Debt 0 322 815 Unconsolidated Debt 1 237 126 AMB's Share of Debt 0.5 338 797 Debt Maturities Summary 2008 2009 2010 After Extension Options Before Extension Options 2008 2009 2010 (in millions) (in millions) Note: Date represents both secured and unsecured debt. Extension options are subject to certain conditions $13 $13 $756 $1,009 $1,368 $1,196 $0.5 $1 $338 $559 $941 $797 2008 2008 2009 2009 2009 2010 2010 REIT & Consolidated Joint Venture Debt 0 12 732 1242 Unconsolidated Debt 1 276 126 AMB's Share of Debt 13 756 1196 REIT & Consolidated Joint Venture Debt Unconsolidated Joint Venture Debt AMB's Sha

Amb Property Corp – AMB PROPERTY CORPORATION® ANNOUNCES THIRD QUARTER 2008 RESULTS (October 16th, 2008)

SAN FRANCISCO, October 16, 2008 – AMB Property Corporation® (NYSE: AMB), a leading global developer and owner of industrial real estate, today reported results for the third quarter and first nine months of 2008. Funds from operations per fully diluted share and unit (“FFOPS”) was $0.70 for the third quarter of 2008, as compared to $0.99 for the same quarter in 2007. The year-over-year variance is primarily related to timing of gains on contribution of development properties to the company’s private capital co-investment ventures. FFOPS for the nine months ended September 30, 2008 was $2.41, as compared to $2.31 for the same period in 2007.

Amb Property Corp – Company Profile SUPPLEMENTAL ANALYST PACKAGE 2008 Third Quarter Earnings Conference Call (October 16th, 2008)

AMB Property Corporation® is a leading global developer and owner of industrial real estate, focused on major hub and gateway distribution markets in the Americas, Europe and Asia. As of September 30, 2008, AMB owned or had investments in, on a consolidated basis or through unconsolidated co-investment ventures, properties and development projects expected to total approximately 158.4 million square feet (14.7 million square meters) in 49 markets within 15 countries.

Amb Property Corp – SIXTH AMENDED AND RESTATED BYLAWS OF AMB PROPERTY CORPORATION (September 25th, 2008)