Item 8.01. Other Events.
The Preliminary Operational and Financial Condition Data of Prologis, L.P.
("Prologis OP") for the Years Ended December 31, 2019 and 2018 and as of
December 31, 2019 and 2018 are hereby filed as Exhibit 99.1 to this Current
Report on Form 8-K.
Additional Information
In connection with the proposed merger of Liberty Property Trust ("LPT") and
Prologis, Inc. ("Prologis") pursuant to an Agreement and Plan of Merger an
Agreement and Plan of Merger (the "Merger Agreement") by and among Prologis,
Prologis OP, Lambda REIT Acquisition LLC, Lambda OP Acquisition LLC, LPT, Leaf
Holdco Property Trust and Liberty Property Limited Partnership, 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.
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.
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Exhibit No. Description
99.1 Preliminary Operational and Financial Condition Data of Prologis, L.P.
for the Years Ended December 31, 2019 and 2018 and as of December 31,
2019 and 2018
104 Cover Page Interactive Data File (embedded within the iXBRL document)
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