8-K/ASecurities & Listing

Prologis, Inc. 8-K/A Report, Unregistered Securities Sale (Jul 6, 2015)

Filed July 6, 2015For Securities:PLDPLDGP

Summary

This Form 8-K/A filing from Prologis, Inc. (PLD) details an amendment to a prior agreement concerning the acquisition of a property portfolio. The amendment, dated June 30, 2015, clarifies the "Unit Price" for the issuance of common limited partnership units (OP Units) and a new class of convertible units (Class A Units) as consideration for the approximately $820 million acquisition. This transaction was originally announced on February 10, 2015. The key update for investors is the finalized "Unit Price" of $43.11 for units issued at the closing of the acquisition. This provides greater certainty regarding the equity component of the transaction, which is valued at approximately $400 million. The amendment also addresses how the "Unit Price" will be determined for any additional units issued post-closing, linking it to the Company's common stock trading price with specific floors and ceilings based on Net Asset Value (NAV).

Key Highlights

  • 1Prologis amended its contribution agreement for an approximately $820 million property acquisition.
  • 2The amendment clarifies the "Unit Price" for equity issued as consideration.
  • 3The "Unit Price" for OP Units and Class A Units issued at closing is fixed at $43.11.
  • 4The equity component of the acquisition is valued at approximately $400 million.
  • 5Future equity issuances post-closing will be priced based on PLD's common stock trading price, subject to NAV-based limits.
  • 6The transaction is expected to close no later than September 30, 2015.

Frequently Asked Questions

This filing amends a previous Form 8-K to provide updated details regarding the "Unit Price" for equity issued as part of a significant property portfolio acquisition initially announced in February 2015. The amendment clarifies the terms of this equity issuance.

The amendment provides more certainty on the equity portion of the acquisition. The "Unit Price" for the approximately $400 million in OP Units and Class A Units to be issued at closing is now fixed at $43.11 per unit, making the equity consideration more predictable.

The "Unit Price" is the value at which Prologis, L.P. will issue OP Units and Class A Units to contributors. For units issued at closing, the price is a fixed $43.11. For any additional units issued after closing, the price will be based on the average closing price of Prologis' common stock over a 20-day period, but will not be less than consensus NAV per share nor more than 107% of consensus NAV per share.

The acquisition is expected to be completed no later than September 30, 2015.