UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. | ||||||
| Prologis, L.P. |
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. ¨
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 8, 2020, Prologis, L.P., a Delaware limited partnership (“Parent”), through Prologis U.S. Targeted Logistics Fund, L.P. and Prologis U.S. Logistics Venture, LLC (the “Co-Investment Ventures”), completed the previously announced acquisition of substantially all of the assets of Industrial Property Trust Inc., a Maryland corporation (”IPT”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019 (the “Merger Agreement”), by and among IPT, Parent and Rockies Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent.
Pursuant to the terms of the Merger Agreement, the sale of all of IPT's property-owning assets, other than the entities that hold IPT's limited partnership and general partnership interests in certain joint venture partnerships, to the Co-Investment Ventures was effected through (i) two mergers (each, a “Merger” and collectively the “Mergers”) of newly formed Delaware limited liability companies that were wholly owned subsidiaries of the Co-Investment Ventures (the “Merger Subs”) with and into newly formed, wholly owned subsidiaries of IPT Real Estate Holdco LLC, a Delaware limited liability company and indirect subsidiary of IPT (“IPT Holdco”) (and such wholly owned subsidiaries, the “New Holdcos”), with each applicable New Holdco surviving each Merger as a wholly owned subsidiary of one of the Co-Investment Ventures upon the terms and subject to the conditions set forth in the Merger Agreement, and (ii) the sale (each, an “Asset Transfer” and together with the Mergers, the “Asset Sale”) by IPT Holdco of nine limited liability companies that were wholly owned subsidiaries of IPT Holdco to the Co-Investment Ventures. In connection with the closing of the Asset Sale, in accordance with the terms of the Merger Agreement, the Co-Investment Ventures paid IPT Holdco total aggregate consideration of approximately $4 billion.
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, which was filed as Exhibit 2.2 to the Current Report on Form 8-K/A filed by Prologis, Inc. and Parent with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2019, and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 8, 2020, Prologis issued a press release announcing the completion of the Asset Sale. A copy of the press release is furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
| (a) | Exhibits. |
The following documents have been filed as exhibits to this report and are incorporated by reference herein as described above.
| Exhibit No. | Description |
| 99.1 | Press Release, dated January 8, 2020 |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline iXBRL document. |
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: January 8, 2020 | By: | /s/ Michael T. Blair | |
| 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 | |||
| Date: January 8, 2020 | By: | /s/ Michael T. Blair | |
| Name: |
Michael T. Blair
| ||
| Title: | Managing Director, Deputy General Counsel | ||