What was the net financial impact of these transactions?

While the gross acquisition was approximately $820 million, Prologis planned to immediately sell a portion of the retail properties for about $374 million. The net investment in properties retained by Prologis would be the difference between these figures, adjusted for debt assumptions and any other specified adjustments. The filing does not provide the exact net financial impact but indicates a strategic acquisition and partial divestiture.

Why were the limited partnership units issued without registration?

The units were issued in reliance on Section 4(a)(2) of the Securities Act of 1933. This exemption is generally available for transactions not involving a public offering, typically involving sophisticated investors who can protect their own interests and bear the risk of investment without readily available public information.

What is the significance of the Class A Convertible Common Units?

The Class A Units are a new class of partnership units created to facilitate the acquisition. They are designed to be convertible into regular common limited partnership units at a future date, based on a conversion factor detailed in the amended Partnership Agreement. This structure likely offered flexibility in structuring the acquisition and potential upside for the contributors.

Who are the other parties involved in these transactions?

The acquisition involved Prologis, Prologis L.P. (the Operating Partnership), and entities identified as 'Contributors' and their affiliates, including Morris Realty Associates LLC. The subsequent sale of retail properties was to affiliates of Blackstone Real Estate Advisors L.P.

PLD/PLDGP 8-K: Securities & Listing & Corporate Changes

Summary

This Form 8-K filing by Prologis, Inc. (PLD) on October 13, 2015, details the completion of a significant property acquisition and subsequent disposition strategy. The company acquired a portfolio of properties for approximately $820 million, including the assumption of debt, on October 9, 2015. This acquisition was financed in part through the issuance of limited partnership units, including 32,655 common units and 8,894,478 Class A Convertible Common Units, at a price of $43.11 per unit, conducted under an exemption from registration. Crucially for investors, Prologis also announced its intention to immediately sell a portion of these acquired retail properties to affiliates of Blackstone Real Estate Advisors L.P. for approximately $374 million, including debt assumption and subject to adjustments. This transaction is anticipated to close in the fourth quarter of 2015. The filing also includes an amendment to the Partnership Agreement to establish the terms of the newly issued Class A Units, which are convertible into common limited partnership units.

Key Highlights

1Prologis completed a $820 million property acquisition on October 9, 2015, including assumed debt.
2The acquisition was partially funded by issuing 32,655 common and 8,894,478 Class A convertible limited partnership units at $43.11 per unit.
3The issuance of these units was made under Section 4(a)(2) of the Securities Act of 1933, exempting them from registration requirements.
4Prologis entered into an agreement to sell a portion of the acquired retail properties for approximately $374 million (including assumed debt).
5The sale of the retail properties is expected to close in the fourth quarter of 2015.
6An amendment to the Partnership Agreement was executed to define terms for the Class A Convertible Common Units.
7The Class A Units are convertible into common limited partnership units.

Prologis, Inc. 8-K Report, Unregistered Securities Sale (Oct 13, 2015)

Summary

Key Highlights

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