Summary
Prologis, Inc. (PLD) has filed an 8-K/A amendment to report the completion of its acquisition of DCT Industrial Trust Inc. (DCT) on August 22, 2018. The transaction involved a stock-for-stock merger, where DCT shareholders received 1.02 shares of Prologis common stock for each share of DCT common stock. This strategic acquisition significantly expands Prologis's real estate portfolio. The filing also details the assumption of DCT's debt obligations, including approximately $325 million in 4.500% Senior Notes due 2023 and $604 million in privately placed notes, all of which are slated for redemption on September 21, 2018. The company has also appointed Philip L. Hawkins, former CEO of DCT, to its Board of Directors.
Key Highlights
- 1Completion of the acquisition of DCT Industrial Trust Inc. (DCT) via a stock-for-stock merger.
- 2DCT shareholders received 1.02 shares of Prologis common stock for each DCT share.
- 3Approximately 96.2 million shares of Prologis common stock were issued in connection with the merger.
- 4Prologis assumed approximately $325 million in 4.500% Senior Notes due 2023 and approximately $604 million in DCT private notes.
- 5All DCT senior and private notes assumed by Prologis will be redeemed on September 21, 2018.
- 6Philip L. Hawkins, former CEO of DCT, has been appointed to Prologis's Board of Directors.
- 7Financial statements for DCT and pro forma combined financial information for Prologis are included as exhibits.
Frequently Asked Questions
This 8-K filing (specifically an amendment, 8-K/A) officially reports the completion of Prologis's acquisition of DCT Industrial Trust Inc., which occurred on August 22, 2018. It details the transaction structure, the consideration paid, and the assumption of DCT's financial obligations.
Prologis has assumed significant debt from DCT, including $325 million in senior notes and $604 million in privately placed notes. Importantly, Prologis has announced that all of these notes will be redeemed on September 21, 2018. This indicates Prologis's intention to manage or refinance this assumed debt shortly after the acquisition's closure.
While this filing focuses on the mechanics of the transaction, the acquisition of DCT is expected to be a strategic move that expands Prologis's real estate portfolio, likely increasing its market presence and potentially leading to enhanced operational efficiencies and scale. The appointment of DCT's former CEO to the board also suggests a smooth integration process.
The filing includes historical financial statements for DCT (both audited for year-end 2017 and unaudited for the first six months of 2018) and updated unaudited consolidated financial statements for Prologis. Additionally, pro forma combined financial information for the merged entity is provided, offering a glimpse of the combined company's financial position as if the acquisition had occurred earlier.