8-KOther EventsExhibits & Filings

Prologis, Inc. 8-K Report, Corporate Update (Jan 28, 2020)

Filed January 28, 2020For Securities:PLDPLDGP

Summary

This Form 8-K filing by Prologis, Inc. (PLD) on January 28, 2020, primarily serves to file important financial information related to two significant past transactions: the proposed merger with Liberty Property Trust (LPT) and the completed merger with DCT Industrial Trust Inc. (DCT). For investors, the key takeaway is the provision of pro forma financial statements that give a combined view of Prologis's financial position and operating results as if these mergers had already occurred. This allows for a more comprehensive understanding of the company's scale and potential performance post-integration, aiding in valuation and strategic assessment. The filing includes unaudited pro forma condensed combined financial statements for Prologis and Prologis OP as of September 30, 2019, and for the periods ending December 31, 2018, and September 30, 2019. Additionally, it provides historical financial statements for both LPT (for year-end 2018 and nine months ending Sept 30, 2019) and DCT (for year-end 2017 and six months ending June 30, 2018). While these filings do not represent the current financial state, they are crucial for analyzing the historical impact and future projections stemming from these major business combinations.

Key Highlights

  • 1Prologis is filing pro forma financial information related to its proposed merger with Liberty Property Trust (LPT).
  • 2Historical financial statements for LPT are included for periods ending December 31, 2018, and September 30, 2019.
  • 3The filing also contains financial statements for DCT Industrial Trust Inc. (DCT), which previously merged with Prologis.
  • 4Unaudited pro forma condensed combined balance sheet as of September 30, 2019, and statements of income for 2018 and nine months of 2019 are provided.
  • 5These pro forma statements offer insight into the combined entity's potential financial position and results.
  • 6The filing is for informational purposes and to present financial data relevant to past and proposed significant transactions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with pro forma financial information related to Prologis's proposed merger with Liberty Property Trust (LPT) and to include historical financial statements for both LPT and DCT Industrial Trust Inc. (DCT), a company that previously merged with Prologis. This allows for a clearer picture of the combined entity's potential financial standing.

No, the pro forma financial statements are not Prologis's current financial results. They are unaudited condensed combined financial statements that show how Prologis and Prologis OP would have looked financially if the LPT merger had already been completed. They are intended to provide a hypothetical view for analytical purposes and should be read in conjunction with the historical financial statements of the involved companies.

The financial statements for DCT Industrial Trust Inc. (DCT) are included because DCT previously merged with Prologis. Filing these historical statements is part of the reporting process to provide a complete financial picture related to significant past transactions that impact the current company structure.

Audited consolidated financial statements for LPT as of and for the year ended December 31, 2018, are filed as Exhibit 99.2. Unaudited consolidated financial statements for LPT as of and for the nine months ended September 30, 2019, are filed as Exhibit 99.3. Note that Exhibit 99.2 is incorporated by reference from a previous filing on November 25, 2019.