8-KOther EventsExhibits & Filings

Prologis, Inc. 8-K Report, Corporate Update (Jan 17, 2020)

Filed January 17, 2020For Securities:PLDPLDGP

Summary

This Form 8-K filing by Prologis, Inc. (PLD) on January 17, 2020, primarily serves to provide supplemental disclosures related to the previously announced merger with Liberty Property Trust (LPT). The filing details a series of legal actions filed by shareholders of LPT, alleging violations of federal securities laws due to alleged omissions or misrepresentations in the registration statement (Form S-4) and proxy statement/prospectus. Prologis and LPT believe these lawsuits are without merit and that no further disclosures are legally required. However, to address concerns and potentially mitigate further litigation, Prologis is providing additional financial valuation details from its financial advisors, Goldman Sachs and Citi, regarding both Prologis and LPT. The supplemental disclosures offer specific methodologies and resulting valuation ranges for both companies, including discounted cash flow analyses and implied equity values per share. These details are intended to provide further transparency to investors and shareholders regarding the financial aspects of the merger transaction. Investors are encouraged to review these updated disclosures in conjunction with the previously filed proxy statement/prospectus for a comprehensive understanding of the transaction.

Key Highlights

  • 1Prologis is providing supplemental disclosures related to its merger with Liberty Property Trust (LPT) via this Form 8-K.
  • 2Several lawsuits have been filed by LPT shareholders alleging securities law violations concerning the merger's disclosure documents (Form S-4, proxy statement/prospectus).
  • 3Prologis and LPT maintain that the lawsuits are without merit and that no further disclosures are legally mandated.
  • 4The filing includes updated financial valuation details from financial advisors Goldman Sachs and Citi for both Prologis and LPT.
  • 5These updated disclosures detail discounted cash flow analyses, including methodologies, discount rates, terminal values, and resulting implied per-share equity values.
  • 6Specific valuation ranges for LPT per share are disclosed as $48.95 to $63.37 (Citi) and $55.75 to $71.86 (Goldman Sachs).
  • 7Specific valuation ranges for Prologis per share are disclosed as $70.18 to $89.53 (Citi) and $82.44 to $104.30 (Goldman Sachs).
  • 8The company reiterates that investors should read the proxy statement/prospectus and other SEC filings for important information about the transaction.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide supplemental disclosures related to the ongoing merger between Prologis, Inc. (PLD) and Liberty Property Trust (LPT). These disclosures are primarily in response to litigation filed by LPT shareholders and aim to offer further transparency on the financial valuations of both companies involved in the merger.

Several lawsuits have been filed by LPT shareholders alleging that Prologis and LPT violated federal securities laws. The core allegations are that the Form S-4 registration statement and/or the proxy statement/prospectus filed with the SEC omitted or misrepresented material information related to the merger.

No, Prologis and LPT state in the filing that they believe the lawsuits are without merit. They also note that they do not believe further disclosure is required under applicable law, though they are providing supplemental information to address concerns.

The supplemental disclosures provide detailed information about the discounted cash flow (DCF) analyses performed by Prologis's financial advisors, Goldman Sachs and Citi. This includes methodologies used, discount rates, terminal value calculations, and the resulting implied valuation ranges per share for both Liberty Property Trust and Prologis as of September 30, 2019.