Summary
This 8-K/A filing by Prologis, Inc. (PLD) on August 23, 2019, amends a previous filing to reflect a revised transaction structure for its acquisition of Industrial Property Trust Inc. (the Company). Instead of a direct merger, Prologis will now acquire substantially all of the Company's assets through a series of mergers and asset sales involving subsidiaries. This restructuring aims to facilitate an asset sale transaction rather than a direct merger. The amended agreement outlines a complex structure where Prologis, through its subsidiaries, will acquire newly formed entities that will hold the Company's assets. The Company will retain its interests in its two unconsolidated joint venture partnerships (BTC Partnerships) post-transaction. The closing is anticipated no earlier than January 8, 2020, with a drop-dead date of February 28, 2020, for the completion of the asset sale.
Key Highlights
- 1Prologis (PLD) is amending its acquisition agreement with Industrial Property Trust Inc. (the Company) to an asset sale structure instead of a merger.
- 2The transaction will be executed through a series of mergers involving Prologis's subsidiaries and asset sales by the Company's subsidiaries.
- 3The Company will retain its interests in its two unconsolidated Build-To-Core (BTC) joint venture partnerships following the asset sale.
- 4The aggregate Merger Consideration is complexly defined, including a base amount, adjustments for credit facility draws, transaction costs, debt payoff, and net working capital.
- 5The closing date is set for no later than the third business day following satisfaction of closing conditions, but not earlier than January 8, 2020.
- 6The agreement includes a termination date of February 28, 2020, for the asset sale if not consummated by then.
- 7Customary representations, warranties, and covenants have been revised to align with the new asset sale structure.