Prologis’s $8.4 Billion Acquisition of DCT Industrial Trust

J.P. Morgan is acting as exclusive financial advisor and Mayer Brown LLP is serving as legal advisor to Prologis. BofA Merrill Lynch is acting as exclusive financial advisor and Goodwin Procter LLP is serving as legal advisor to DCT.

Prologis, Inc. (NYSE: PLD) and DCT Industrial Trust Inc. (NYSE: DCT) have entered into a definitive merger agreement by which Prologis will acquire DCT for $8.4 billion in a stock-for-stock transaction, including the assumption of debt. The boards of directors of both companies have unanimously approved the transaction.

The 71 million square foot operating portfolio deepens Prologis’ presence in high-growth markets including Southern California, the San Francisco Bay Area, New York/New Jersey, Seattle and South Florida. The acquisition also includes:

7.1 million square feet of development, redevelopment and value-added projects

195 acres of land in pre-development, predominantly in Seattle, Atlanta, South Florida and Southern California with build-out potential of over 2.9 million square feet

215 acres of land under contract or option, predominately in New York/New Jersey, Southern California, Northern California and Chicago, with a build-out potential of over 3.3 million square feet

The transaction is anticipated to create substantial synergies, including near-term synergies of approximately $80 million in corporate general and administrative cost savings, operating leverage, interest expense and lease adjustments, which are forecast to increase annual stabilized core funds from operations* (Core FFO) per share by $0.06-$0.08. A combination of revenue synergies and incremental development volume has the potential to generate $40 million of additional annual revenue and development profit in the future.

Under the terms of the agreement, DCT shareholders will receive 1.02 Prologis shares for each DCT share they own. The transaction, which is currently expected to close in the third quarter of 2018, is subject to the approval of DCT stockholders and other customary closing conditions. At closing, it is anticipated that Philip L. Hawkins will join the Prologis board of directors.

DCT Industrial Trust Inc. is a real estate investment trust. The Firm, led by Philip L Hawkins, Matthew T Murphy and John G Spiegleman is based in Denver.

Goodwin advised DCT Industrial Trust Inc. with a team including John Haggerty (Picture) and Daniel Adams and included partners Kelsey Lemaster, Edward Glazer, Alessandra Murata, Brad Smith and Craig Todaro, counsels Todd Hahn and Nathan Brodeur and associates Eryn Mathews, William Goldberg, Matthew Schoenfeld, Megan Juel, Matthew Feuerman, Daniel Healy, Elle Srisirikul, Elizabeth Chang and John Stern.

 

Involved fees earner: John Haggerty – Goodwin Procter; Matthew Feuerman – Goodwin Procter; Daniel Adams – Goodwin Procter; Matthew Schoenfeld – Goodwin Procter; Craig Todaro – Goodwin Procter; Eryn Mathews – Goodwin Procter; Daniel Healy – Goodwin Procter; Alessandra Murata – Goodwin Procter; Bradford Smith – Goodwin Procter; Megan Juel – Goodwin Procter; Elizabeth Chang – Goodwin Procter; Todd Hahn – Goodwin Procter; Nathan Brodeur – Goodwin Procter; Edward Glazer – Goodwin Procter; Elle Srisirikul – Goodwin Procter;

Law Firms: Goodwin Procter;

Clients: DCT Industrial Trust Inc.;