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Prologis To Acquire Liberty Property Trust In $12.6B Deal

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Prologis To Acquire Liberty Property Trust In $12.6B Deal
One Crescent Drive, an office building in the Philadelphia Navy Yard constructed by Liberty Property Trust in 2008

One of industrial real estate's foremost behemoths has gobbled up another competitor.

Prologis is under contract to acquire Liberty Property Trust in an all-stock transaction valued at $12.6B, it announced in a press release Sunday. The deal was met with unanimous approval from both publicly traded REITs' boards and is expected to close in the first quarter.

If Liberty's shareholders agree to the deal, they will receive 0.68 shares of Prologis for each share of Liberty they held. 

When the deal closes, Prologis will add a 107M SF logistics portfolio that expands its footprint in 87 markets across the country, with an additional 5.1M SF under construction, the release states. The portfolio also includes 1,684 acres that could turn into 19.7M SF of future warehouses.

Liberty, headquartered in the Philadelphia suburb of Wayne, Pennsylvania, owns 4.9M SF of office space that it planned to sell after announcing its intent to focus purely on industrial real estate in early 2018. Prologis will follow through on that plan, and estimates it could fetch $700M for the office portfolio along with $2.8B worth of industrial property that it considers "non-strategic," the release states.

Among the assets Prologis will inherit the responsibility of selling are over a dozen office properties Liberty built as master developer of the Philadelphia Navy Yard, many of which could command top-of-market prices per SF. Liberty ended its Navy Yard partnership with Philadelphia Industrial Development Corp. in 2018, and PIDC launched its search for a replacement in September.

Prologis To Acquire Liberty Property Trust In $12.6B Deal
Images of the Comcast Technology Center as it neared completion in November

Liberty also was looking to sell the 20% ownership stake it retains in each of the headquarters buildings it developed for Comcast in Center City. The Comcast Technology Center and Comcast Center are the tallest and second-tallest buildings in Philadelphia, respectively. Comcast is the majority owner of both skyscrapers.

The takeover is the latest in a string of multibillion-dollar buys for Prologis, following the acquisition of Industrial Property Trust for $4B this year and of DCT Industrial for $8.5B last year. Though Liberty might be its biggest buy yet, it still is overshadowed by Blackstone Group's nearly $19B purchase of GLP's U.S. portfolio.

As the global logistics market attempts to balance rising costs with feverish demand for space, consolidation has become increasingly common. Prologis and Blackstone have been two of the biggest beneficiaries, and at times have competed for the same massive deals. No indication was given of whether Blackstone was interested in Liberty.

Goldman Sachs and Citigroup are providing financial advice to Liberty in the deal, and local law firm Morgan Lewis & Bockius is providing legal advice. Bank of America and Morgan Stanley are financially advising Prologis, while Wachtell, Lipton, Rosen & Katz is serving as legal adviser.