8-KOther Events

Prologis, Inc. 8-K Report, Corporate Update (Jan 5, 2006)

Filed January 5, 2006For Securities:PLDPLDGP

Summary

This 8-K filing by AMB Property Corporation reports a significant asset disposition by its affiliate, AMB Institutional Alliance Fund I, L.P., and other related entities. On December 29, 2005, these entities sold a substantial portfolio of operating properties to RREEF America L.L.C. and its subsidiaries for approximately $570.7 million. This transaction represents a strategic move to divest a portion of the company's asset base. While the primary sale involved operating properties, it's important to note that the filing specifies certain excluded transfers. Specifically, an entity holding real property valued at approximately $38.25 million was not transferred as part of the main sale to RREEF, and another affiliate transferred real property valued at approximately $9.5 million to a different third party. The details of the purchase and sale agreement, including liability releases, representations, prorations, indemnities, and limitations on seller liabilities, are also highlighted.

Key Highlights

  • 1AMB Property Corporation's affiliate, AMB Institutional Alliance Fund I, L.P., and other affiliates sold operating properties for $570.7 million.
  • 2The buyer was RREEF America L.L.C. and certain of its subsidiaries.
  • 3The transaction closed on December 29, 2005.
  • 4The sale was conducted under a purchase and sale agreement dated December 29, 2005.
  • 5Certain property interests valued at $38.25 million and $9.5 million were excluded from the main sale and handled separately.
  • 6The agreement includes standard provisions like liability releases, representations, prorations, indemnities, and limitations on seller liabilities.

Frequently Asked Questions

The main event is the sale of operating properties by an affiliate of AMB Property Corporation (AMB Institutional Alliance Fund I, L.P.) and other related entities to RREEF America L.L.C. and its subsidiaries for approximately $570.7 million on December 29, 2005.

No, the filing states that the sale was conducted by AMB Institutional Alliance Fund I, L.P., which is an affiliate of AMB Property Corporation, and several other affiliates. AMB Property, L.P. acts as the general partner for AMB Institutional Alliance Fund I, L.P.

No, the filing explicitly mentions that certain real property interests valued at approximately $38.25 million and $9.5 million were not part of the main sale to RREEF America and were transferred separately or to different parties.

The purchase and sale agreement includes provisions related to property-related liability releases, seller representations and warranties, real estate prorations, indemnities, and post-closing limitations on seller liabilities.