Summary
This 8-K filing from AMB Property Corporation (operating as Prologis) on September 30, 2004, details a significant transaction involving its subsidiary, AMB Property II, L.P. The partnership issued 729,582 Series N cumulative redeemable preferred limited partnership units to Robert Pattillo Properties, Inc. in exchange for the contribution of various land parcels. These preferred units carry a 5.00% annual distribution rate and have specific redemption and put rights that provide a degree of liquidity and potential return for the holder. The transaction also involved an amendment to the partnership agreement to reflect these new units and their associated rights. For investors, this filing highlights a strategic acquisition of land through a structured financing mechanism. The Series N preferred units represent a form of debt or preferred equity, with defined terms regarding distributions, ranking, consent rights, and potential management takeover rights if distributions are not met. The redemption and put options offer Robert Pattillo Properties, Inc. a defined exit strategy within a specific timeframe, which investors should consider when assessing the company's capital structure and potential future cash outflows.
Key Highlights
- 1AMB Property II, L.P. issued 729,582 Series N cumulative redeemable preferred limited partnership units.
- 2The Series N units were issued to Robert Pattillo Properties, Inc. in exchange for land contributions.
- 3The preferred units have a fixed distribution rate of 5.00% per annum.
- 4The Series N units rank on parity with existing Series D, E, F, H, and I preferred units.
- 5Holders of Series N units have limited consent rights on certain partnership actions that could adversely affect their interests.
- 6Redemption by the partnership is possible between September 25, 2006, and September 25, 2009, at 99.5% of the capital contribution plus accrued distributions.
- 7Robert Pattillo Properties, Inc. holds a put right to sell the units back to AMB Property, L.P. between June 1, 2005, and January 15, 2006.