Prologis Inc. and Industrial Property Trust Inc. amended the terms of their merger as the latter elected to engage in an asset sale rather than a merger with Prologis unit Rockies Acquisition LLC.
The new arrangement provides, among other things, that the target will sell substantially all of its assets to Prologis through the combination of Rockies Acquisition or newly formed Prologis entities with new wholly owned units of IPT Real Estate Holdco LLC and the sale of IPT Real Estate Holdco of up to 10 yet-to-be formed limited liability companies to Prologis or its affiliates.
Prior to the closing of the second transaction, IPT Real Estate Holdco will transfer to the limited liability companies all equity interests in its wholly owned units except for limited partnership and general partnership interests in unconsolidated joint venture partnerships, namely, Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP. Industrial Property will continue to exist after the sale and its only assets will be its interests in the two ventures.
