Monday, October 28, 2019

Prologis to Buy Liberty Property Trust for $12.6B

by John Jordan
Prologis announced on Sunday it had struck a deal to acquire locally-based Liberty Property Trust for $12.6 billion.

The deal is reflective of the high demand for industrial warehouses, particularly those that are located in high-demand, last mile delivery locations—indeed, the transaction will deepen San Francisco-based Prologis’ presence in target markets such as Lehigh Valley, Chicago, Houston, Central PA, New Jersey and Southern California. The assets trading include a 107 million square foot logistics operating portfolio, 87% of which overlaps with key markets; 5.1 million square feet of logistics development in progress; 1,684 acres of land for future logistics development with build-out potential of 19.7 million square feet and 4.9 million-square-foot office operating and development portfolio.
As part of the deal, Prologis will sell off $3.5 billion of assets. This includes $2.8 billion in non-strategic logistics properties and $700 million of office properties.

The board of directors of Prologis and the board of trustees of Liberty have each unanimously approved the transaction.
The deal is expected to close in the first quarter of 2020.

The high water mark for these deals was closed by Blackstone in its acquisition of GLP’s US warehouse portfolio for $18.7 billion. Prologis, much like Blackstone, is also in acquisition mode for industrial assets. In July, the REIT agreed to buy Black Creek Group’s investment platform Industrial Property Trust in an all-cash transaction of $3.99 billion. This transaction expanded its position in Southern California, the San Francisco Bay Area, Chicago, Atlanta, Dallas, Seattle and New Jersey.

Prologis and Liberty Property Trust say the deal is expected to create immediate cost synergies of $120 million from corporate general and administrative cost savings, operating leverage, lower interest expense and lease adjustments. Initially, this transaction is expected to increase annual core funds from operations per share by $0.10-$0.12. Upon stabilization of the acquired development assets, completion of the planned non-strategic asset sales and redeployment of the related proceeds, annual stabilized Core FFO per share is forecasted to increase by an additional $0.04 per share for a total of $0.14-$0.16.
Further, there are future synergies with the potential to generate $60 million in annual savings, including $10 million from revenue synergies and $50 million from incremental development value creation, the companies add.

Under the terms of the agreement, Liberty shareholders will receive 0.675x of a Prologis share for each Liberty share they own. BofA Securities and Morgan Stanley are acting as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Prologis. Goldman Sachs and Citigroup are acting as financial advisors and Morgan, Lewis and Bockius LLP is serving as legal advisor to Liberty.

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