UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 17, 2020
PROLOGIS, INC.
PROLOGIS, L.P.
(Exact name of registrant as specified
in its charter)
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Maryland (Prologis, Inc.)
Delaware (Prologis, L.P.)
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001-13545 (Prologis,Inc.)
001-14245 (Prologis,
L.P.)
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94-3281941 (Prologis,
Inc.)
94-3285362 (Prologis,
L.P.)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Pier 1, Bay 1, San Francisco, California
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94111
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(Address of Principal Executive Offices)
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(Zip Code)
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(415) 394-9000
(Registrant’s Telephone Number,
Including Area Code)
Not applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Prologis, Inc.
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Common Stock, $0.01 par value
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PLD
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New York Stock Exchange
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Prologis, L.P.
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1.375% Notes due 2021
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PLD/21
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New York Stock Exchange
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Prologis, L.P.
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3.000% Notes due 2022
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PLD/22
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New York Stock Exchange
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Prologis, L.P.
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3.375% Notes due 2024
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PLD/24
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New York Stock Exchange
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Prologis, L.P.
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3.000% Notes due 2026
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PLD/26
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New York Stock Exchange
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Prologis, L.P.
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2.250% Notes due 2029
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PLD/29
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
As previously announced, on October 27, 2019, Prologis, Inc.
(“Prologis”) and Prologis, L.P. (“Prologis OP”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) by and among Prologis, Prologis OP, Lambda REIT Acquisition LLC, a Maryland limited liability company and a wholly
owned subsidiary of Prologis (“Prologis Merger Sub”), Lambda OP Acquisition LLC, a Delaware limited liability company
and a wholly owned subsidiary of Prologis OP (“Prologis OP Merger Sub”, and together with Prologis, Prologis OP and
Prologis Merger Sub, the “Prologis Parties”), Liberty Property Trust, a Maryland real estate investment trust (“LPT”),
Leaf Holdco Property Trust, a Maryland real estate investment trust and a wholly owned subsidiary of LPT (“New Liberty Holdco”),
and Liberty Property Limited Partnership, a Pennsylvania limited partnership (“LPT OP”, and together with LPT and New
Liberty Holdco, the “Liberty Parties”).
The Merger Agreement provides that, upon the terms and subject
to the conditions set forth in the Merger Agreement, (a) a wholly owned subsidiary of New Liberty Holdco will merge with and into
LPT, with LPT surviving the merger and becoming a wholly owned subsidiary of New Liberty Holdco (the “LPT Merger”),
(b) thereafter, New Liberty Holdco will merge with and into Prologis Merger Sub, with Prologis Merger Sub surviving the merger
and remaining a wholly owned subsidiary of Prologis (the “Topco Merger” and, together with the LPT Merger, the “LPT
Mergers”), (c) thereafter, Prologis Merger Sub, as the surviving corporation of the Topco Merger, will cause all of the outstanding
equity interest in LPT to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in
Prologis OP to other subsidiaries of Prologis (the “Contribution and Issuance”), and (d) thereafter, Prologis OP Merger
Sub will be merged with and into LPT OP, with LPT OP surviving the merger and becoming a wholly owned subsidiary of Prologis OP
(the “Partnership Merger” and, together with the LPT Merger and the Topco Merger, the “Mergers”).
Prologis filed with the Securities and Exchange Commission (the
“SEC”) a registration statement on Form S-4, which was declared effective by the SEC on December 20, 2019, that includes
a document that serves as a prospectus of Prologis and a proxy statement of LPT (the “proxy statement/prospectus”)
in connection with the Mergers, which was mailed to the shareholders of LPT on or about December 23, 2019.
Litigation Related to the Mergers
As previously disclosed, several lawsuits were filed in federal
court related to the Mergers: Shiva Stein v. Liberty Property Trust Inc. et al., Case No. 1:19-cv-03428, an individual action filed
in the United States District Court for the District of Maryland; John Thompson v. Liberty Property Trust, et al., Case No. 1:19-cv-02230,
a class action filed in the United States District Court for the District of Delaware; and Berlinger v. Liberty Property Trust
et al., Case No. 1:19-cv-03562, an individual action filed in the United States District Court for the District of Maryland. The
plaintiffs in these lawsuits generally allege that Prologis and LPT violated federal securities laws by omitting from the Form
S-4, and/or misrepresenting in the Form S-4, material information, rendering the Form S-4 materially deficient.
Following the filing of the proxy statement/prospectus, three
additional lawsuits were filed in federal court, in which the plaintiffs asserted claims generally similar to those asserted in
the prior federal cases: McDonough v. Liberty Property Trust et al., Case No. 2:19-cv-21582, an individual action filed in the
United States District Court for the District of New Jersey; Hagerty v. Liberty Property Trust et al., Case No. 1:19-cv-11679,
an individual action filed in the United States District Court for the Southern District of New York; and Yonchuk v. Liberty Property
Trust, et al., Case No. 1:20-cv-00033, an individual action filed in the United States District Court for the District of Maryland.
In addition on December 16, 2019, a putative class action captioned
Robert Garfield v. William P. Hankowsky et al., No. 2019-cv-9529-cv was filed in the Court of Common Pleas of Dauphin County, Pennsylvania.
Defendants removed that action to the United States District Court for the Middle District of Pennsylvania on January 6, 2020,
and plaintiff subsequently voluntarily dismissed the action without prejudice. On January 7, 2020, the same plaintiff filed a second
putative class action captioned Robert Garfield v. William P. Hankowsky, et al., No. 2020-cv-123-cv, in the Court of Common Pleas
of Dauphin County, Pennsylvania. Defendants again removed that action to the United States District Court for the Middle District
of Pennsylvania, where it was captioned Robert Garfield v. William P. Hankowsky, et al., CA No. 1:20-CV-27 (the “Garfield
Action”). The complaint in the Garfield Action alleges that the LPT board violated its fiduciary duties to LPT shareholders
in connection with the proposed Mergers, and that Prologis aided and abetted those breaches of fiduciary duty. As a result of the
supplemental disclosures set forth herein, the plaintiff in the Garfield Action has agreed to dismiss his action with prejudice
as to himself and without prejudice as to the remainder of the purported class.
The defendants believe that the lawsuits described above are
without merit, and that no further disclosure is required under applicable law. Nothing in this Current Report on Form 8-K shall
be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth
herein.
The supplemental disclosures contained below should be read
in conjunction with the proxy statement/prospectus, which is available on the Internet site maintained by the SEC at http://www.sec.gov,
along with periodic reports and other information Prologis files with the SEC. To the extent that the information set forth herein
differs from or updates information contained in the proxy statement/prospectus the information set forth herein shall supersede
or supplement the information in the proxy statement/prospectus. All page references are to pages in the proxy statement/prospectus,
and terms used below, unless otherwise defined, have the meanings set forth in the proxy statement/prospectus.
SUPPLEMENTAL DISCLOSURES TO PROXY STATEMENT/PROSPECTUS
The following disclosure replaces the first sentence of the
third full paragraph on page 75 of the proxy statement/prospectus, under the caption “Liberty”:
Using discount rates ranging from 4.5% to 5.5%, reflecting estimates
of Liberty's weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2019 (i) estimates
of unlevered free cash flow for Liberty for October 1, 2019 through December 31, 2024 as reflected in the Liberty management forecasts,
(ii) a range of illustrative terminal values for Liberty, which were calculated by applying exit terminal year EBITDA multiples
ranging from 20.0x to 24.0x to a terminal year estimate of Adjusted EBITDA to be generated by Liberty of $650 million, as reflected
in the Liberty management forecasts (which analysis implied perpetuity growth rates ranging from 0.3% to 1.9%), and (iii) an illustrative
terminal value of non-stabilized assets in the terminal year of $556 million, based on the incremental stabilized net operating
income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.6%
derived from information published by Green Street Advisors.
The following disclosure replaces the first full paragraph
on page 76 of the proxy statement/prospectus, under the caption “Liberty,” which appears on page 75 of the proxy statement/prospectus:
Goldman Sachs derived ranges of illustrative enterprise values
for Liberty by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative
enterprise values it derived for Liberty an amount of $2,546 million, representing the amount of Liberty's net debt (defined as
debt less cash) and preferred equity and non-controlling interests as of September 30, 2019, in each case, as provided by the management
of Liberty, to derive a range of illustrative equity values for Liberty. Goldman Sachs then divided the range of illustrative equity
values it derived by the number of fully diluted outstanding shares of Liberty, ranging from 161.9 million to 162.1 million (which
range resulted from differences in dilution at different implied per share values), as derived from information provided by the
management of Liberty, to derive a range of illustrative present values per share ranging from $55.75 to $71.86.
The following disclosure replaces the second full paragraph
on page 76 of the proxy statement/prospectus, under the caption “Prologis”:
Using discount rates ranging from 4.5% to 5.5%, reflecting estimates
of Prologis’ weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2019 (i) estimates
of unlevered free cash flow for Prologis for October 1, 2019 through December 31, 2024 as reflected in the Liberty management forecasts,
(ii) a range of illustrative terminal values for Prologis, which were calculated by applying exit terminal year EBITDA multiples
ranging from 23.0x to 27.0x to a terminal year estimate of the Adjusted EBITDA to be generated by Prologis of $3,457 million, as
reflected in the Liberty management forecasts (which analysis implied perpetuity growth rates ranging from 1.0% to 2.4%), and (iii)
an illustrative terminal value of non-stabilized assets in the terminal year of $2,649 million, based on the incremental stabilized
net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately
5.0% derived from information published by Green Street Advisors. Goldman Sachs derived such discount rates by application of CAPM,
which requires certain company-specific inputs, including the company's target capital structure weightings, the cost of long-term
debt, and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range
of exit terminal year EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience taking
into account historical trading multiples of Prologis, Liberty and the Selected Public Companies. Goldman Sachs derived ranges
of illustrative enterprise values of Prologis by adding the ranges of present values it derived above. Goldman Sachs then subtracted
from the range of illustrative enterprise values it derived for Prologis an amount of $13,368 million, representing the amount
of Prologis' net debt (defined as debt less cash) and preferred equity and non-controlling interests as of September 30, 2019,
in each case, as provided by the management of Liberty, to derive a range of illustrative equity values for Prologis. Goldman Sachs
then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Prologis
of 656.1 million, as provided by the management of Liberty, to derive a range of illustrative present values per share ranging
from $82.44 to $104.30.
The following disclosure is to be inserted as a new final
sentence of the first full paragraph on page 78 of the proxy statement/prospectus, under the caption “Illustrative Implied
Premia of Precedent REIT Transactions”:
The transactions reviewed and the results of this analysis are
described in the table under the section entitled "—Opinions of Liberty's Financial Advisors—Opinion of Citi—Financial
Analyses—Selected Precedent Transactions Analysis," which table is incorporated herein by reference.
The following disclosure is to be inserted as a new final
sentence of the second full paragraph on page 79 of the proxy statement/prospectus, under the caption “Illustrative Implied
Premia of Precedent REIT Transactions”:
As of October 27, 2019, none of Goldman Sachs' Investment Banking
Division, funds in which Goldman Sachs' Investment Banking Division had a direct equity investment, Goldman Sachs' Merchant Banking
Division, or funds managed by Goldman Sachs' Merchant Banking Division (which Division operates on the private side of the firm's
informational wall) had a direct equity investment in Prologis.
The following disclosure replaces the third full paragraph
on page 83 of the proxy statement/prospectus, under the caption “Discounted Cash Flow Analyses”:
Liberty. Citi performed a discounted cash flow analysis
of Liberty by calculating the estimated present value of the unlevered, after-tax free cash flows that Liberty was expected to
generate during the period from October 1, 2019 through December 31, 2024. For purposes of its analysis, the estimated terminal
value of Liberty was calculated by applying a selected range of adjusted earnings before interest, taxes, depreciation and amortization
("Adjusted EBITDA") multiples of 18.8x to 22.8x, selected based on Citi's professional judgment taking into account historical
trading multiples of Liberty, to Liberty's estimated terminal year Adjusted EBITDA of $650 million and adding to such terminal
value an illustrative terminal value of non-stabilized assets in the terminal year of $556 million, based on the incremental stabilized
net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately
5.6% derived from information published by Green Street Advisors. The forecasted unlevered, after-tax free cash flows for Liberty
and the derived terminal values were then discounted to present values, as of September 30, 2019, using discount rates ranging
from 5.72% to 6.52% based upon an analysis of Liberty's weighted average cost of capital, which Citi performed utilizing the capital
asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment.
Based on the above-described analysis, Citi derived a range of implied values per share for Liberty as of September 30, 2019 of
$48.95 to $63.37, as compared to the implied transaction consideration of $61.33.
The following disclosure replaces the fourth full paragraph
on page 83 of the proxy statement/prospectus, under the caption “Discounted Cash Flow Analyses”:
Prologis. Citi performed a discounted cash flow analysis
of Prologis on a standalone basis by calculating the estimated present value of the unlevered, after-tax free cash flows that Prologis
was expected to generate during the period from October 1, 2019 through December 31, 2024. For purposes of its analysis, the estimated
terminal value of Prologis was calculated by applying a selected range of Adjusted EBITDA multiples of 22.1x to 26.1x, selected
based on Citi's professional judgment taking into account historical trading multiples of Prologis, to Prologis' estimated unlevered,
after-tax free cash flows for the terminal year Adjusted EBITDA of $3,457 million and adding to such terminal value an illustrative
terminal value of non-stabilized assets in the terminal year of $2,649 million, based on the incremental stabilized net operating
income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.0%
derived from information published by Green Street Advisors. The forecasted unlevered, after-tax free cash flows for Prologis and
the derived terminal values were then discounted to present values, as of September 30, 2019, using discount rates ranging from
6.44% to 7.38% based upon an analysis of Prologis' weighted average cost of capital, which Citi performed utilizing the capital
asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment.
Based on the above-described analysis, Citi derived a range of implied values per share for Prologis as of September 30, 2019 of
$70.18 to $89.53.
The following disclosure replaces the third full paragraph
on page 88 of the proxy statement/prospectus, under the caption “Miscellaneous”:
Liberty has agreed to pay Citi for its services in connection
with the proposed transaction an aggregate fee of approximately $20 million, of which approximately $1 million were payable upon
delivery of Citi's opinion and approximately $19 million are payable contingent upon consummation of the transaction. In addition,
Liberty agreed to reimburse Citi for certain expenses, including reasonable fees and expenses of counsel, and to indemnify Citi
and certain related parties against liabilities, including liabilities under federal securities laws, arising from Citi's engagement.
The following disclosure is to be inserted as a new final
sentence of the first partial paragraph on page 89 of the proxy statement/prospectus, under the caption “Miscellaneous”:
According to the reports on Form 13F filed by Citigroup Inc.,
the parent entity of Citigroup Global Markets Inc., with the SEC for the quarter ended September 30, 2018 and the quarter ended
September 30, 2019, Citigroup Inc. and its affiliates held the following positions in the securities of Prologis:
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September 30, 2018
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September 30, 2019
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819,035 common shares
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890,405 common shares
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Additional Information
In connection with the proposed transaction, Prologis has filed with the Securities and Exchange Commission (“SEC”)
an amended registration statement on Form S-4 (File No. 333-235260), declared effective by the SEC on December 20, 2019, which
includes a document that serves as a prospectus of Prologis and a proxy statement of LPT (the “proxy statement/prospectus”),
and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus was sent to LPT’s shareholders. Investors and
security holders are able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s
website or from Prologis or LPT. The documents filed by Prologis with the SEC may be obtained free of charge at Prologis’
website at the Investor Relations section of www.ir.prologis.com or at the SEC’s website at www.sec.gov. These documents
may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail at Pier 1, Bay 1, San Francisco,
CA 94111 or by telephone at 415-394-9000. The documents filed by LPT with the SEC may be obtained free of charge at LPT’s
website at the Investor Relations section of http://ir.libertyproperty.com/sec-filings or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from LPT by requesting them from Investor Relations by mail at 650 East Swedesford
Road, Suite 400, Wayne, PA 19087, or by telephone at 610-648-1704.
This communication shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Participants in the Solicitation
Prologis and LPT and their respective directors, trustees and executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Prologis’
directors and executive officers is available in Prologis’ Annual Report on Form 10-K for the fiscal year ended December
31, 2018, and in its proxy statement dated March 22, 2019, for its 2019 Annual Meeting of Shareholders. Information about LPT’s
trustees and executive officers is available in LPT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
and in its proxy statement dated April 26, 2019, for its 2019 Annual Meeting of Shareholders. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained
in the proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the transaction
when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment
decisions. You may obtain free copies of these documents from Prologis or LPT as indicated above.
Cautionary Statement Regarding Forward-Looking Statements
The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements are based on current expectations, estimates and projections about the industry and markets in which Prologis and LPT
operate as well as beliefs and assumptions of management of Prologis and management of LPT. Such statements involve uncertainties
that could significantly impact financial results of Prologis or LPT. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” and “estimates” including
variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are
not historical in nature. All statements that address operating performance, events or developments that Prologis or LPT expect
or anticipate will occur in the future—including statements relating to the potential benefits of the proposed merger, the
expected timing to complete the proposed merger, rent and occupancy growth, development activity, contribution and disposition
activity, general conditions in the geographic areas where Prologis and LPT operate, debt, capital structure and financial position,
Prologis’ ability to form newco-investment ventures and the availability of capital in existing or newco-investment ventures—are
forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties
and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements
are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes
and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors
that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic
and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased
or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties;
(v) maintenance of REIT status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital,
the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures,
including our ability to establish newco-investment ventures; (viii) risks of doing business internationally, including currency
risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks associated with achieving expected revenue
synergies or cost savings; (xi) risks associated with the expected benefits of the proposed merger, the ability to consummate the
merger and the timing of the closing of the merger and (xii) those additional risks and factors discussed in the reports filed
with the SEC by Prologis and LPT from time to time, including those discussed under the heading “Risk Factors” in their
respective most recently filed reports on Form 10-K and 10-Q. Neither Prologis nor LPT undertakes any duty to update any forward-looking
statements appearing in this communication except as may be required by law.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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104
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Cover Page Interactive Data File (embedded within the iXBRL document)
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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PROLOGIS, INC.
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Dated: January 17, 2020
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By:
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/s/ Michael T. Blair
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Name: Michael T. Blair
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Title: Managing Director, Deputy General Counsel
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PROLOGIS, L.P.
By: Prologis, Inc., its General Partner
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Dated: January 17, 2020
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By:
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/s/ Michael T. Blair
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Name: Michael T. Blair
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Title: Managing Director, Deputy General Counsel
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