8-K/AMaterial AgreementsExhibits & Filings

Prologis, Inc. 8-K/A Report, Material Agreement (Aug 23, 2019)

Filed August 23, 2019For Securities:PLDPLDGP

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.

Frequently Asked Questions

The primary change is the shift from a merger transaction (Rockies Acquisition LLC merging with Industrial Property Trust Inc.) to an asset sale. Prologis will now acquire substantially all of Industrial Property Trust Inc.'s assets through a series of mergers involving Prologis's subsidiaries and subsequent asset transfers.

Following the asset sale, Industrial Property Trust Inc. will continue to exist, and its only remaining assets will be its interests in its two unconsolidated joint venture partnerships, known as the Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP (BTC Partnerships).

The closing is anticipated to occur no later than the third business day following the satisfaction of all closing conditions. However, it will not occur earlier than January 8, 2020, unless mutually agreed upon by both parties. The agreement also stipulates a termination date of February 28, 2020, by which the asset sale must be completed.

The Merger Consideration is calculated based on a base amount of $2,371,500,000, adjusted by several factors. These include subtracting amounts drawn on the Company's credit facility, adding costs incurred for transaction structuring and legal expenses, adding the payoff amount of all outstanding indebtedness not acquired by Prologis, and subtracting the Closing Net Working Capital Amount (which could be negative).