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Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events

NOTE 12. SUBSEQUENT EVENTS

 

Proposed Merger. On April 29, 2018, we entered into a definitive agreement (the “Merger Agreement”) with DCT Industrial Trust Inc. (“DCT”) and DCT Industrial Operating Partnership LP (“DCT OP”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, (i) DCT will merge with and into Prologis, with Prologis surviving the merger (the “Company Merger”) and (ii) immediately prior to the effective time of the Company Merger, DCT OP will merge with and into the OP, with the OP surviving the merger (the “Partnership Merger” and, together with the Company Merger, the “Mergers”). The estimated purchase price consideration for the Mergers will be approximately $8.2 billion in a stock-for-stock transaction, including the assumption of debt, and is based on the closing price of Prologis' common stock on July 19, 2018. Under the terms of the Merger Agreement, at the effective time of the Company Merger, each issued and outstanding share of DCT common stock will be converted automatically into the right to receive 1.02 shares of Prologis common stock and each issued and outstanding common unit of DCT OP will be converted automatically into the right to receive 1.02 common units of the OP. This exchange ratio is fixed and will not be adjusted to reflect changes in the Prologis stock price prior to closing. Changes in the price of Prologis common stock prior to the Mergers will affect the market value of the merger consideration that DCT stockholders and unitholders will receive on the closing date of the Mergers. After consideration of all applicable factors pursuant to the business combination accounting rules, we concluded the Mergers will be treated as an asset acquisition and as a result the transaction costs will be capitalized to the basis of the acquired properties.

 

On July 9, 2018, the SEC declared the registration statement on Form S-4 for the proposed Mergers effective. Subject to DCT stockholder approval and the other closing conditions described in the Form S-4, the Mergers are expected to be consummated in August 2018.

 

In connection with the Mergers, on July 2, 2018, DCT, DCT OP, DCT’s board of directors (the “DCT Board”), Prologis, and the OP were sued in a putative class action lawsuit, the Rosenblatt Action, filed in the United States District Court for the District of Colorado, in connection with DCT's proposed merger with Prologis and the related Form S-4. The complaint in the Rosenblatt Action alleges that DCT, DCT OP, the DCT Board, Prologis, and Prologis OP violated federal securities laws by omitting material information from the Form S-4, rendering the Form S-4 materially deficient. On July 10, 2018, DCT and the DCT Board were sued in another putative class action lawsuit, the Bushansky Action, also filed in the United States District Court for the District of Colorado, and also in connection with DCT's proposed merger with Prologis and the related Form S-4. On July 13, 2018, DCT, DCT OP and the DCT Board were sued in a third putative class action lawsuit, the Aiken Action, filed in the United States District Court for the District of Maryland, also in connection with DCT’s proposed merger with Prologis and the related Form S-4. The complaints in the Bushansky Action and the Aiken Action allege that DCT and the DCT Board 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. In all three actions, the plaintiffs seek, among other things, (i) to enjoin the transaction (or rescind it to the extent it is completed), and (ii) attorneys' fees and costs in connection with these lawsuits.

 

Although the ultimate outcome of litigation cannot be predicted with certainty, we believe that these lawsuits are without merit and intend to defend against these actions vigorously.