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

This 8-K filing announces a material definitive agreement, specifically an Agreement and Plan of Merger between Prologis, Inc. (PLD) and DCT Industrial Trust Inc. (DCT). It details the terms and conditions under which Prologis will acquire DCT.

What will DCT shareholders receive in the merger?

DCT shareholders will receive 1.02 shares of Prologis common stock for each share of DCT common stock they own. They will also receive cash for any fractional shares that may result from the exchange ratio.

Are there any specific conditions that must be met for the merger to close?

Yes, key closing conditions include the approval of the merger by the holders of a majority of DCT's outstanding common stock, the approval of Prologis common stock to be issued in the merger for listing on the New York Stock Exchange, and the effectiveness of Prologis's Form S-4 registration statement.

What are the implications for dividends during the period before the merger closes?

Both Prologis and DCT have agreed not to declare or pay dividends without the other party's prior written consent, with specific limitations outlined. DCT may pay quarterly distributions not exceeding $0.36 per quarter, and Prologis may pay quarterly distributions not exceeding $0.44 per quarter, subject to notice requirements.

PLD/PLDGP 8-K: Material Agreements

Summary

Prologis, Inc. (PLD) has filed an 8-K report detailing a significant material definitive agreement: an Agreement and Plan of Merger with DCT Industrial Trust Inc. (DCT). This agreement outlines the terms for the merger of DCT into Prologis, which will be structured as a "reorganization" for tax purposes. Upon completion, DCT stockholders will receive 1.02 shares of Prologis common stock for each share of DCT common stock they hold, along with cash in lieu of fractional shares. This transaction represents a substantial acquisition by Prologis, expanding its real estate portfolio. The filing also specifies closing conditions, including DCT shareholder approval and the listing of Prologis shares on the NYSE. Covenants within the agreement govern the operations of both companies prior to closing, with restrictions on actions such as dividends and capital expenditures for DCT. The report also outlines potential termination fees and conditions, including provisions for superior proposals from third parties.

Key Highlights

1Prologis, Inc. has entered into a definitive agreement to acquire DCT Industrial Trust Inc. (DCT) through a merger.
2The transaction is structured as a merger of DCT into Prologis, with Prologis surviving, and is intended to qualify as a tax-free reorganization.
3DCT stockholders will receive 1.02 shares of Prologis common stock for each share of DCT common stock owned, plus cash for fractional shares.
4The merger is subject to customary closing conditions, including the approval of DCT stockholders and the listing of Prologis shares on the NYSE.
5The agreement includes covenants restricting the parties' business operations between signing and closing, such as limitations on dividends and capital expenditures for DCT.
6Provisions for termination fees are in place, including a reduced fee under specific circumstances related to superior proposals and a 'Qualified Bidder' definition.
7Philip L. Hawkins, CEO of DCT, is expected to join the Prologis board of directors post-merger.

Prologis, Inc. 8-K Report, Material Agreement (Apr 30, 2018)

Summary

Key Highlights

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