Prologis and Duke Realty to Merge in $26 Billion All-Stock Transaction

Posted on 06/13/2022

Prologis, Inc. (NYSE: PLD) and Duke Realty Corporation (NYSE: DRE) announced that the two companies have entered into a definitive merger agreement by which Prologis will acquire Duke Realty in an all-stock transaction, valued at approximately US$ 26 billion, including the assumption of debt. The respective board of directors for Prologis and Duke Realty have unanimously approved the transaction.

With the transaction, Prologis is gaining properties for its portfolio in key geographies, including Southern California, New Jersey, South Florida, Chicago, Dallas and Atlanta.

The acquisition on an owned and managed basis comprises:
153 million square feet of operating properties in 19 major U.S. logistics geographies.
11 million square feet of development in progress – about $1.6 billion in total expected investment.
1,228 acres of land owned and under option with a build-out of approximately 21 million square feet.
Prologis plans to hold approximately 94% of the Duke Realty assets and exit one market.

Under the terms of the agreement, Duke Realty shareholders will receive 0.475x of a Prologis share for each Duke Realty share they own. The transaction, which is currently expected to close in the fourth quarter of 2022, is subject to the approval of Prologis and Duke Realty shareholders and other customary closing conditions.

Goldman Sachs Group, Inc. and Citigroup are serving as financial advisors and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Prologis. Morgan Stanley & Co. LLC is serving as the lead financial advisor and Hogan Lovells US LLP is serving as legal advisor to Duke Realty. J.P. Morgan Securities LLC and Alston & Bird LLP are also serving as financial and legal advisors, respectively, to Duke Realty.

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