Current Report Filing (8-k)
October 03 2022 - 4:11PM
Edgar (US Regulatory)
0001045609
false
PROLOGIS, INC.
PROLOGIS, L.P.
0001045610
false
8-K
2022-10-03
false
false
false
false
false
Pier 1
Bay 1
San Francisco
California
94111
415
394-9000
0001045609
2022-10-03
2022-10-03
0001045609
pld:PrologisLPMember
2022-10-03
2022-10-03
0001045609
us-gaap:CommonStockMember
2022-10-03
2022-10-03
0001045609
pld:Notes3.000PercentDue2026Member
pld:PrologisLPMember
2022-10-03
2022-10-03
0001045609
pld:Notes2.250PercentDue2029Member
pld:PrologisLPMember
2022-10-03
2022-10-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 3, 2022
PROLOGIS,
INC.
PROLOGIS,
L.P.
(Exact name of
registrant as specified in its charter)
Maryland (Prologis, Inc.) |
|
001-13545
(Prologis, Inc.) |
|
94-3281941
(Prologis, Inc.) |
Delaware (Prologis, L.P.) |
|
001-14245
(Prologis, L.P.) |
|
94-3285362
(Prologis, L.P.) |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
Pier
1, Bay
1, San
Francisco, California |
|
94111 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrants’ Telephone Number, including
Area Code: (415) 394-9000
N/A
(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:
¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
Prologis, Inc. |
|
Common Stock, $0.01 par value |
|
PLD |
|
New York Stock Exchange |
Prologis, L.P. |
|
3.000% Notes due 2022 |
|
PLD/22 |
|
New York Stock Exchange |
Prologis, L.P. |
|
2.250% Notes due 2029 |
|
PLD/29 |
|
New York Stock Exchange |
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. ¨
Co-Registrant CIK |
0001045610 |
Co-Registrant Amendment Flag |
false |
Co-Registrant Form Type |
8-K |
Co-Registrant DocumentPeriodEndDate |
2022-10-03 |
Co-Registrant Written Communications |
false |
Co-Registrant Solicitating Materials |
false |
Co-Registrant PreCommencement Tender Offer |
false |
Co-Registrant PreCommencement Issuer Tender Offer |
false |
Co-Registrant Entity Emerging Growth Company |
false |
Co-Registrant AddressLine1 |
Pier 1 |
Co-Registrant AddressLine2 |
Bay 1 |
Co-Registrant City |
San Francisco |
Co-Registrant State |
California |
Co-Registrant ZipCode |
94111 |
Co-Registrant CityAreaCode |
415 |
Co-Registrant LocalPhoneNumber |
394-9000 |
Introductory Note.
This Current Report on Form 8-K
is being filed in connection with the consummation on October 3, 2022 (the “Closing Date”) of the transactions contemplated
by that certain Agreement and Plan of Merger, dated as of June 11, 2022 (as amended or supplemented from time to time, the “Merger
Agreement”), by and among Prologis, Inc., a Maryland corporation (“Prologis”), Prologis, L.P., a Delaware limited partnership
(“Prologis OP”), Compton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis (“Prologis
Merger Sub”), Compton Merger Sub OP 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”), Duke Realty
Corporation, an Indiana corporation (“DRE”), and Duke Realty Limited Partnership, an Indiana limited partnership (“DRE
OP” and, together with DRE, the “DRE Parties”).
Pursuant to the Merger Agreement,
on October 3, 2022: (a) DRE merged with and into Prologis Merger Sub (the “DRE Merger”), with Prologis Merger Sub surviving
the merger and remaining a wholly owned subsidiary of Prologis (the “Surviving Entity”), (b) thereafter, Prologis and the
Surviving Entity caused all of the outstanding equity interests of the Surviving Entity to be contributed to Prologis OP in exchange for
the issuance by Prologis OP of partnership interests in Prologis OP to Prologis and/or its subsidiaries as directed by Prologis, and (c)
thereafter, Prologis OP Merger Sub merged with and into DRE OP, with DRE OP surviving the merger and becoming a wholly owned subsidiary
of Prologis OP (the “Partnership Merger” and, together with the DRE Merger, the “Mergers”).
Item 2.01. Completion of Acquisition or Disposition
of Assets.
Pursuant to the terms of the Merger
Agreement, on October 3, 2022, at the effective time of the DRE Merger (the “DRE Merger Effective Time”), each share of common
stock, par value $0.01 per share, of DRE (“DRE Common Stock”) issued and outstanding as of immediately prior to the DRE Merger
Effective Time (other than shares of DRE Common Stock owned by any of the DRE Parties or any of their respective wholly owned subsidiaries
and shares of DRE Common Stock owned by any of the Prologis Parties or any of their respective wholly owned subsidiaries) was automatically
converted into the right to receive 0.475 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share
of common stock, par value $0.01 per share, of Prologis (“Prologis Common Stock”), together with cash in lieu of fractional
shares, without interest, but subject to any withholding required under applicable law, upon the terms and subject to the conditions set
forth in the Merger Agreement.
Pursuant to the terms of the Merger
Agreement, on October 3, 2022, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”),
(a) the general partner interests in DRE OP as of immediately prior to the Partnership Merger Effective Time remained general partnership
interests in DRE OP, (b) each common partnership interest of DRE OP (“DRE Common OP Units”) that was issued and outstanding
immediately prior to the Partnership Merger Effective Time (other than any DRE Common OP Units as described in clauses (c) and (d) below)
were automatically converted into new validly issued common limited partnership interests in Prologis OP in an amount equal to the Exchange
Ratio and each holder of DRE Common OP Units was admitted as a limited partner of Prologis OP in accordance with the terms of Prologis
OP’s partnership agreement, (c) each DRE Common OP Unit owned by the Surviving Entity as of immediately prior to the Partnership
Merger Effective Time remained outstanding at and following the Partnership Merger Effective Time and (d) each DRE Common OP Unit owned
by any wholly owned subsidiary of the Surviving Entity or of DRE OP, in each case, as of immediately prior to the Partnership Merger Effective
Time, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.
Pursuant to the terms of the Merger
Agreement, at the DRE Merger Effective Time, each DRE equity award and deferred share account vested in full (to the extent it was not
previously vested) and was canceled in exchange for a payment of the Exchange Ratio of Prologis Common Stock with respect to each underlying
share of DRE Common Stock (or, in the case of awards that were subject to performance-based vesting conditions, an amount of cash calculated
in accordance with the formula set forth in the Merger Agreement), less applicable taxes and withholdings. In addition, at the Partnership
Merger Effective Time, each LTIP Unit in DRE OP vested in full (to the extent it was not previously vested) and was converted into common
units of Prologis OP in accordance with the formula set forth in the Merger Agreement (or, in the case of certain performance-based awards
of LTIP Units in DRE OP, an amount of cash calculated in accordance with the formula set forth in the Merger Agreement), less applicable
taxes and withholdings.
The foregoing description of the
Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and the related
Letter Agreement, dated as of September 16, 2022, by and among the Prologis Parties and the DRE Parties, which are attached hereto as
Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3, 2022, in connection
with the Mergers and effective upon the DRE Merger Effective Time, Prologis increased the size of the Prologis board of directors from
eleven members to twelve members and appointed James B. Connor to the Prologis board of directors, to hold office until his successor
is elected and qualified or his earlier death, resignation or removal. Mr. Connor is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Mr. Connor will receive compensation under Prologis’s non-employee director compensation
program, as described in the section titled “Director Compensation” in Prologis’s definitive proxy statement for its 2022 Annual Meeting of Shareholders, filed on March 25, 2022, which description is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On October 3, 2022, Prologis issued
a press release announcing the completion of the Mergers. The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in Item
7.01 of this report, including Exhibit 99.1, shall not be incorporated by reference into any filing of the registrant, whether made before,
on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific
reference to such filing. The information contained in Item 7.01 of this report, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The audited consolidated balance
sheets of Duke Realty Corporation and Duke Realty Limited Partnership as of December 31, 2021 and 2020, and the related consolidated statements
of operations, comprehensive income, cash flows and changes in equity for each of the three years in the period ended December 31, 2021
are attached hereto as Exhibit 99.2 and incorporated to this Item 9.01(a) by reference.
The unaudited consolidated balance
sheets of Duke Realty Corporation and Duke Realty Limited Partnership as of June 30, 2022, and the related consolidated statements of
operations, comprehensive income, cash flows and changes in equity for the three-month periods and the six-month periods ended June 30,
2022 and 2021 are attached hereto as Exhibit 99.3 and incorporated to this Item 9.01(a) by reference.
(b) Pro Forma
Financial Information.
The unaudited pro forma condensed
combined financial statements of Prologis, Inc. and Prologis, L.P. as of June 30, 2022, for the six months ended June 30, 2022 and for
the year ended December 31, 2021 are attached hereto as Exhibit 99.4 and incorporated to this Item 9.01(b) by reference.
(d) Exhibits.
The following documents have been
filed as exhibits to this report and are incorporated by reference herein as described above.
Exhibit No. |
| Description |
|
| |
2.1 |
| Agreement and Plan of Merger, dated as of June 11, 2022, by and among Prologis, Inc., Prologis, L.P.,
Compton Merger Sub LLC, Compton Merger Sub OP LLC, Duke Realty Corporation and Duke Realty Limited Partnership (incorporated by reference
to Exhibit 2.1 to Prologis, Inc.’s. and Prologis, L.P.’s Form 8-K filed on June 13, 2022)* |
|
| |
2.2 |
| Letter Agreement, dated as of September 16, 2022, by and among Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton Merger
Sub OP LLC, Duke Realty Corporation and Duke Realty Limited Partnership (incorporated by reference to Exhibit 2.1 to Prologis, Inc.’s.
and Prologis, L.P.’s Form 8-K filed on September 16, 2022) |
|
| |
23.1 |
| Consent of KPMG LLP |
|
| |
99.1 |
| Press Release, dated October 3, 2022 |
|
| |
99.2 |
| Audited consolidated balance sheets of Duke Realty Corporation and Duke Realty Limited Partnership as of December 31, 2021 and 2020,
and the related consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the three years
in the period ended December 31, 2021 (incorporated by reference to Duke Realty Corporation’s and Duke Realty Limited Partnership’s
Annual Report on Form 10-K filed on February 18, 2022) |
|
| |
99.3 |
| Unaudited consolidated balance sheets of Duke Realty Corporation and Duke Realty Limited Partnership as of June 30, 2022, and the
related consolidated statements of operations, comprehensive income, cash flows and changes in equity for the three-month periods and
the six-month periods ended June 30, 2022 and 2021 (incorporated by reference to Duke Realty Corporation’s and Duke Realty Limited
Partnership’s Quarterly Report on Form 10-Q filed on August 8, 2022) |
|
| |
99.4 |
| Unaudited pro forma condensed combined financial statements of Prologis, Inc. and Prologis, L.P. as of June 30, 2022, for the six
months ended June 30, 2022 and for the year ended December 31, 2021 (incorporated by reference to Exhibit 99.1 to Prologis, Inc.’s.
and Prologis, L.P.’s Form 8-K filed on August 10, 2022) |
|
| |
104 |
| Cover Page Interactive Data File (embedded within the iXBRL document) |
* Schedules have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. Prologis agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
PROLOGIS, INC. |
|
|
Date: October 3, 2022 |
By: |
/s/ Michael T. Blair |
|
|
Name: Michael
T. Blair |
|
|
Title: Managing Director, Deputy General Counsel |
|
|
|
PROLOGIS, L.P. |
|
|
|
By: |
Prologis, Inc., its General Partner |
|
|
|
Date: October 3, 2022 |
By: |
/s/ Michael T. Blair |
|
|
Name: Michael T. Blair |
|
|
Title: Managing
Director, Deputy General Counsel |
Prologis (NYSE:PLD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Prologis (NYSE:PLD)
Historical Stock Chart
From Jul 2023 to Jul 2024