Prologis, Inc. completed the acquisition of Duke Realty Corporation from BlackRock, Inc., State Street Corporation, The Vanguard Group, Inc., Cohen & Steers, Inc. and others.
The consummation of the Mergers is subject to certain closing conditions, including (a) the approval of the Merger Agreement by the holders of a majority of the outstanding shares of Duke Realty Common Stock and the approval of the issuance of Prologis Common Stock in the Duke Realty Merger (the Prologis Common Stock Issuance) by a majority of votes of Prologis Common Stock cast on such matter, (b) the shares of Prologis Common Stock to be issued in the Duke Realty Merger will have been approved for listing on the New York Stock Exchange, (c) the Form S-4 to be filed by Prologis to register the offer and sale of shares of Prologis Common Stock in the Duke Realty Merger being declared effective, (d) the absence of any temporary restraining order, injunction or other legal order, and no law being enacted, which would have the effect of making illegal or otherwise prohibiting the consummation of the Mergers, (e) the receipt of certain legal opinions by Prologis and Duke Realty and (f) other customary conditions specified in the Merger Agreement. Each of the Board of Directors of Duke Realty and Prologis has unanimously approved this Agreement. As of June 23, 2022, Prologis under investigation for the merger. The special meeting of stockholders of Prologis to approve the transaction will be held on September 28, 2022. As of September 28, 2022, the transaction has been approved by the shareholders of both Duke Realty and Prologis. The transaction is currently expected to close in the fourth quarter of 2022. As of September 28, 2022, the transaction is expected to close in early October 2022. The transaction is anticipated to create immediate accretion of approximately $310-370 million from corporate general and administrative cost savings and operating leverage as well as mark-to-market adjustments on leases and debt. On a Core AFFO basis, excluding promotes, the deal is expected to be earnings neutral in year one.
Goldman Sachs & Co. LLC acted as financial advisor with a service fee of $40 million and fairness opinion provider and Adam O. Emmerich, Robin Panovka and Viktor Sapezhnikov of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisors to Prologis, Inc. Morgan Stanley & Co. LLC acted as financial advisor with a service fee of $86 million and fairness opinion provider with a service fee of $10 million and David Bonser, Paul Manca, Stacey McEvoy, Ashlee Sawyer Gilson and Tiffany Posil of Hogan Lovells US LLP acted as legal advisors to Duke Realty Corporation. Citigroup Inc. (NYSE:C) serving as financial advisor and Mayer Brown LLP serving as legal counsel to Prologis. J.P. Morgan Securities LLC and Mark C. Kanaly, Rebecca R. Valentino, James E. Croker and Michael L. Stevens of Alston & Bird LLP are also serving as financial and legal advisors, respectively, to Duke Realty. D.F. King & Co., Inc. acted as information agent with a service fee of $20,000 to Prologis. Georgeson LLC acted as information agent with a service fee of $30,000 to Duke Realty. Computershare Trust Company, National Association acted as transfer agent to Prologis.
Prologis, Inc. (NYSE:PLD) completed the acquisition of Duke Realty Corporation (NYSE:DRE) from BlackRock, Inc. (NYSE:BLK), State Street Corporation (NYSE:STT), The Vanguard Group, Inc., Cohen & Steers, Inc. (NYSE:CNS) and others on October 3, 2022, Duke Realty's Chairman and CEO James Connor has been appointed to the Prologis Board of Directors effective immediately.