Business Combinations and Asset Acquisitions

3 Months Ended

Jun. 30, 2022

Disclosure Text Block [Abstract]

Business Combination Disclosure

Proposed Merger with Prologis, Inc.

On June 11, 2022, the General Partner and the Partnership (collectively, the “Duke Realty Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), and 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”).

The Merger Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement, (a) the General Partner will merge with and into Prologis Merger Sub (the “Company 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 will cause 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 will be merged with and into the Partnership, with the Partnership surviving the merger and becoming a wholly owned subsidiary of Prologis OP (the “Partnership Merger” and, together with the Company Merger, the “Mergers”).

Under the terms of the Merger Agreement, shareholders of the General Partner and holders of Limited Partner Units in the Partnership will receive 0.475 shares of Prologis common stock or limited partnership interests in Prologis OP, respectively, for each common share of the General Partner or each Limited Partner Unit in the Partnership that they own. Upon completion of the Mergers, former holders of common stock of the General Partner are expected to own approximately 20% of the then outstanding Prologis common stock, based on the number of shares of Prologis common stock outstanding as of June 30, 2022 and the number of shares of common stock and equity-based awards of the General Partner outstanding as of June 30, 2022.

The board of directors of the General Partner and Prologis have both unanimously approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement. The transaction, which is currently expected to close in the fourth quarter of 2022, is subject to the approval of the General Partner's and Prologis's shareholders and other customary closing conditions.