8-K/AAcquisitions & DispositionsCorporate ChangesRegulation FD+1

Prologis, Inc. 8-K/A Report, Acquisition Completed (Feb 19, 2020)

Filed February 19, 2020For Securities:PLDPLDGP

Summary

This 8-K/A filing from Prologis, Inc. (PLD) details the completion of a series of mergers that effectively acquired Liberty Property Trust (LPT) and its related entities. The core of the transaction involved the conversion of LPT common shares and equity awards into Prologis common stock and awards, with approximately 107 million shares of Prologis Common Stock issued in this part of the merger. Additionally, the filing outlines the conversion of LPT OP units into Prologis OP units, including both common and preferred units, with a specific mention of the creation of a new Series T Cumulative Redeemable Preferred Partnership Unit. This transaction signifies a significant expansion for Prologis. Investors should note that the filing includes supplemental financial information, such as audited balance sheets for LPT and LPT OP as of December 31, 2019, and unaudited pro forma combined financial statements for Prologis. This information is crucial for understanding the combined entity's financial position and the pro forma impact of the acquisition. The filing also references the merger agreement and amendments to Prologis OP's limited partnership agreement, which govern the terms and conditions of these transactions.

Key Highlights

  • 1Prologis has completed a series of mergers with Liberty Property Trust (LPT) and its affiliates.
  • 2Approximately 107,038,683 shares of Prologis Common Stock were issued as merger consideration to LPT shareholders.
  • 3Equity awards related to LPT were converted into equivalent awards for Prologis Common Stock.
  • 4Limited partnership units in LPT OP were converted into Prologis OP units, including common and preferred units.
  • 5A new "6.25% Series T Cumulative Redeemable Preferred Partnership Unit" was created for Prologis OP.
  • 6The filing incorporates audited financial statements of LPT and LPT OP as of December 31, 2019.
  • 7Unaudited pro forma condensed combined financial statements for Prologis and Prologis OP are included.

Frequently Asked Questions

The main event reported is the completion of a series of mergers that resulted in Prologis acquiring Liberty Property Trust (LPT) and its associated entities. This filing details the conversion of LPT's shares and partnership units into Prologis's stock and partnership units.

Approximately 107,038,683 shares of Prologis Common Stock were issued to the former holders of New Liberty Holdco Common Shares as part of the Topco Merger.

The filing includes the audited consolidated balance sheets of LPT and LPT OP as of December 31, 2019, and unaudited pro forma condensed combined financial statements for Prologis and Prologis OP as of and for the year ended December 31, 2019. This information helps investors assess the financial position and operating results of the combined entity.

Yes, in connection with the mergers, Prologis OP adopted the Third Amendment to the Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. This amendment provided for the issuance of the new "6.25% Series T Cumulative Redeemable Preferred Partnership Units" and included other administrative changes.