Summary
This 8-K filing by Prologis, Inc. announces a material definitive agreement for the acquisition of Industrial Property Trust Inc. (IPT) through a merger. Prologis, through its subsidiary Rockies Acquisition LLC, will acquire all outstanding Class A and Class T common shares of IPT for a cash consideration of $12.44 per share. The transaction is structured as a merger where IPT will survive as a subsidiary of Prologis. A key element of the agreement is the handling of IPT's minority ownership interests in two unconsolidated joint ventures, the "BTC Partnerships." IPT has the option to either sell these interests (BTC Sale), contribute them to newly formed subsidiaries of Prologis (Alternative Transaction), or spin them off to shareholders and unitholders (BTC Spinoff). The election regarding these BTC interests will impact the final Per Share Merger Consideration and the closing timeline. The merger is subject to customary closing conditions, including IPT stockholder approval and regulatory approvals, and is expected to close following these conditions being met.
Key Highlights
- 1Prologis enters into an Agreement and Plan of Merger to acquire Industrial Property Trust Inc. (IPT) for $12.44 per share in cash.
- 2The acquisition will be conducted via a merger where IPT becomes a subsidiary of Prologis.
- 3IPT's minority interests in two joint ventures (BTC Partnerships) will be handled through one of three options: sale, contribution to Prologis subsidiaries, or a spin-off.
- 4The chosen method for handling the BTC Partnerships' interests can affect the final per-share consideration and the closing date.
- 5All outstanding restricted stock awards for IPT will become fully vested upon the merger's effective time.
- 6The merger is subject to IPT stockholder approval and other customary closing conditions, not subject to financing conditions for Prologis.
- 7A termination fee of $65 million or $96 million may be payable by IPT under specific circumstances.