What is the primary purpose of this 8-K filing?

This 8-K filing serves to announce Prologis' definitive agreement to acquire KTR Capital Partners for approximately $5.9 billion. It details key aspects of the transaction, including the scope of the acquisition, the formation of a joint venture, financing arrangements, and the issuance of partnership units.

How will Prologis finance this acquisition?

Prologis plans to fund its share of the acquisition through a combination of sources, which may include available cash, equity/debt offerings, asset sales, borrowings under credit facilities, and a $1 billion senior unsecured bridge loan facility from Morgan Stanley. Additionally, up to $230 million of the purchase price will be settled through the issuance of Prologis, L.P. common limited partnership units to KTR.

What is the strategic rationale behind acquiring KTR?

The acquisition of KTR is strategically aligned with Prologis' investment strategy, enhancing its position in high-demand U.S. logistics markets. The acquired portfolio complements Prologis' existing U.S. footprint, offering greater market density and operational efficiencies in critical locations like Southern California, New Jersey, and Chicago.

What are the terms of the partnership with Norges Bank Investment Management?

Prologis is forming a new joint venture, Prologis U.S. Logistics Venture, to acquire the KTR assets. This venture will be 55% owned by Prologis and 45% by Norges Bank Investment Management (manager of the Norwegian Government Pension Fund Global).

PLD/PLDGP 8-K: Securities & Listing & Regulation FD

Summary

Prologis, Inc. (PLD) announced a significant acquisition via an 8-K filing on April 20, 2015, detailing the definitive agreements to acquire KTR Capital Partners for approximately $5.9 billion. This strategic move expands Prologis' footprint in key U.S. logistics markets, including Southern California, New Jersey, Chicago, South Florida, Seattle, and Dallas, by adding 60 million square feet of operating properties. The acquisition aligns with Prologis' existing portfolio, enhancing its market density and operational efficiency. The transaction is structured with a consolidated joint venture, Prologis U.S. Logistics Venture, in partnership with Norges Bank Investment Management (55-45 split). A portion of the acquisition consideration will be funded through the issuance of up to $230 million in Prologis, L.P. common limited partnership units to KTR, recognized as an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act of 1933. The company also secured a $1 billion bridge loan facility from Morgan Stanley Senior Funding, Inc. to ensure financing for its portion of the purchase price, with an anticipated closing within 30-60 days.

Key Highlights

1Prologis to acquire KTR Capital Partners' real estate assets and operating platform for approximately $5.9 billion.
2Acquisition adds 60 million square feet of operating industrial properties across key U.S. markets.
3Transaction strengthens Prologis' presence in critical logistics hubs like Southern California, New Jersey, and Chicago.
4Prologis will form a new joint venture (Prologis U.S. Logistics Venture) with Norges Bank Investment Management (55% Prologis, 45% NBIM) to own the acquired assets.
5Up to $230 million of Prologis, L.P. common limited partnership units will be issued to KTR as part of the purchase price.
6A $1 billion senior unsecured bridge loan facility has been committed by Morgan Stanley Senior Funding, Inc. to finance part of the acquisition.
7The transaction is expected to close within 30-60 days, subject to customary conditions, and is not subject to a financing condition.

Prologis, Inc. 8-K Report, Unregistered Securities Sale (Apr 20, 2015)

Summary

Key Highlights

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