What is the main purpose of this 8-K filing?

The primary purpose of this 8-K filing is to provide investors with unaudited pro forma condensed combined financial information of Prologis, Inc. and Duke Realty Corporation, reflecting the expected financial impact of their previously announced merger. It also serves as an update on the merger process, directing investors to the relevant SEC filings for more comprehensive details.

What does the 'unaudited pro forma condensed combined financial information' represent?

This information presents a hypothetical combined financial picture of Prologis and Duke Realty. It shows what their financial position (balance sheet) and operating results (statements of income) might have looked like if the merger had already been completed as of specific historical dates (June 30, 2022, for the balance sheet, and January 1, 2021, for income statements). It's important to note that this information is not necessarily indicative of the actual future financial performance of the combined company.

Where can I find more detailed information about the merger between Prologis and Duke Realty?

Investors are strongly urged to review the definitive joint proxy statement/prospectus included in Prologis' Form S-4 registration statement. This document, which has become effective and is being mailed to shareholders, contains crucial information regarding the merger. Both Prologis and Duke Realty have also made these documents available on their respective websites and through the SEC's EDGAR database.

Does this filing confirm the completion of the merger?

No, this filing does not confirm the completion of the merger. It relates to the ongoing process and provides pro forma financial information to help investors understand the potential combined entity. The merger is subject to closing conditions, including shareholder approvals, as detailed in the joint proxy statement/prospectus.

PLD/PLDGP 8-K SEC Disclosure

Summary

Prologis, Inc. (PLD) filed an 8-K on August 10, 2022, primarily to disclose the filing of unaudited pro forma condensed combined financial statements related to its previously announced merger with Duke Realty Corporation. These pro forma statements combine the historical financial information of Prologis and Duke Realty as of June 30, 2022, and for the six months ended June 30, 2022, and the year ended December 31, 2021. This filing is a procedural step to provide investors with a consolidated view of the potential combined entity, assuming the merger had occurred at the specified historical dates. The filing also reiterates the merger agreement details and emphasizes that the pro forma financial information is not necessarily indicative of the actual financial position or operating results that would have been achieved. Investors are urged to review the definitive joint proxy statement/prospectus filed as part of the Form S-4 registration statement for comprehensive information regarding the merger, which has become effective and has begun mailing to shareholders. The forward-looking statements section highlights various risks and uncertainties associated with completing the transaction and integrating the two companies.

Key Highlights

1Prologis has filed unaudited pro forma condensed combined financial statements related to its merger with Duke Realty.
2These financial statements present a combined view of Prologis and Duke Realty as if the merger had occurred on June 30, 2022 (balance sheet) and January 1, 2021 (income statements).
3The pro forma information is provided to give investors a look at the potential combined entity's financial position and operating results.
4The filing includes a detailed section on forward-looking statements and associated risks and uncertainties concerning the merger.
5Prologis previously filed a Form S-4 registration statement which includes a joint proxy statement/prospectus, now effective and being mailed to shareholders.
6Investors are strongly encouraged to read the joint proxy statement/prospectus for detailed information about the proposed transaction.

Prologis, Inc. 8-K Report, Corporate Update (Aug 10, 2022)

Summary

Key Highlights

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