Summary
This 8-K filing from Prologis, Inc. (PLD) on August 22, 2018, announces the definitive completion of its acquisition of DCT Industrial Trust Inc. (DCT) through a merger agreement executed on April 29, 2018. The transaction involved a merger of DCT's operating partnership with Prologis's operating partnership, followed by the merger of DCT into Prologis, with Prologis surviving. This strategic move consolidates Prologis's position in the industrial real estate market. Key financial implications of this merger include the issuance of approximately 96.2 million shares of Prologis common stock and 3.5 million Prologis OP units to DCT shareholders and unitholders, respectively. The company also addresses the assumption and subsequent redemption of DCT's outstanding senior notes and privately placed notes, totaling approximately $325 million and $604 million, respectively, with a redemption date set for September 21, 2018. The filing also notes the full repayment and termination of DCT's credit and term loan facilities.
Key Highlights
- 1Prologis, Inc. has successfully completed its acquisition of DCT Industrial Trust Inc. through a merger, effective August 22, 2018.
- 2The acquisition was structured as a merger of DCT's operating partnership into Prologis's operating partnership, followed by DCT's merger into Prologis.
- 3Approximately 96.2 million shares of Prologis common stock and 3.5 million Prologis OP units were issued to DCT shareholders and unitholders as merger consideration.
- 4Prologis assumed approximately $325 million in DCT Senior Notes and $604 million in DCT Private Notes.
- 5All of the assumed DCT Senior Notes and DCT Private Notes are scheduled for redemption on September 21, 2018.
- 6DCT's credit and term loan facilities were repaid in full and terminated upon the closing of the merger.
- 7Philip L. Hawkins, former CEO of DCT, has been appointed as a director to Prologis's board and will receive $120,000 annually in cash compensation.