01—Abstract
Summary
Summary of the 8-K filed August 4, 2026. Cited figures are marked; the original filing is the authoritative source.
Prologis, Inc. (PLD) has filed an 8-K report on August 4, 2026, announcing a significant definitive agreement to acquire the entire issued and to be issued share capital of SEGRO plc.
This transaction, referred to as the Combination, will be structured as a recommended offer under UK takeover rules. SEGRO shareholders will receive a mix of Prologis common stock and a cash alternative, with a substantial portion of the cash component to be funded by a new committed term loan facility of up to approximately £3.575 billion. The company also announced its intention to seek a secondary listing of its common stock on the London Stock Exchange as part of this strategic move.
02—Key points
Key Highlights
- Prologis to acquire SEGRO plc in a recommended offer under UK takeover rules.
- SEGRO shareholders to receive Prologis common stock and a partial cash alternative.
- A committed term loan facility of up to approximately £3.575 billion has been secured to fund the cash portion of the acquisition.
- The Combination values SEGRO at approximately £14.0 billion.
- SEGRO shareholders are expected to hold approximately 8.9% to 11.5% of the combined group post-acquisition.
- Prologis plans to seek a secondary listing on the London Stock Exchange.
- Completion of the Combination is anticipated in the first half of 2027, subject to regulatory and shareholder approvals.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
This 8-K filing announces Prologis' entry into a material definitive agreement to acquire SEGRO plc. It outlines the terms of the recommended offer, the consideration to be paid to SEGRO shareholders, the financing arrangements, and the conditions for closing the transaction.
How will Prologis fund the acquisition of SEGRO?
The acquisition will be funded through a combination of Prologis common stock and a partial cash alternative. The cash component, up to a maximum of approximately £3.5 billion, will be financed primarily through a new committed term loan facility of up to £3.575 billion, along with existing liquidity and other available funding sources.
What are the key conditions for the completion of the SEGRO acquisition?
The Combination is subject to several conditions, including approval by SEGRO shareholders (by majority in number and 75% in value), sanction by the High Court of Justice in England and Wales, receipt of necessary antitrust and regulatory approvals, approval for listing of the new Prologis shares on the NYSE, and admission of Prologis common stock to trading on the London Stock Exchange. The transaction is expected to close in the first half of 2027, contingent on these conditions being met.
Will Prologis shareholders' ownership stake be diluted by this acquisition?
Yes, Prologis shareholders will hold a proportionally smaller ownership interest in the combined company. Depending on the extent to which SEGRO shareholders elect the cash alternative, continuing Prologis stockholders are expected to hold approximately 91.1% (if the cash alternative is fully taken up) or 88.5% (if no cash alternative is taken up) of the combined group's common stock.
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