LPT Liberty Property Trust

SUMMARY

        The following summary highlights some of the information contained in this proxy statement/prospectus. This summary may not contain all of the information that is important to you. For a more complete description of the merger agreement, the mergers and the other transactions contemplated by the merger agreement, Prologis and Liberty encourage you to read carefully this entire proxy statement/prospectus, including the attached Annexes and the other documents to which we have referred you because this section does not provide all the information that might be important to you with respect to the mergers and the Liberty special meeting. See also the section entitled "Where You Can Find More Information and Incorporation by Reference" beginning on page 170. We have included page references to direct you to a more complete description of the topics presented in this summary.

The Parties to the Merger

Prologis, Inc. and Prologis, L.P. (See page 50)

Prologis, Inc.
Pier 1, Bay 1
San Francisco, California 94111
(415) 394-9000

        Prologis, Inc. was formed in 1997 and is the global leader in logistics real estate with a focus on key markets in 19 countries on four continents. Prologis owns, manages and develops well-located, high-quality logistics facilities. Prologis' local teams actively manage its portfolio, which encompasses leasing and property management, capital deployment and opportunistic dispositions allowing it to recycle capital to self-fund its development and acquisition activities. The majority of Prologis' properties in the U.S. are wholly owned, while its properties outside the U.S. are generally held in co-investment ventures to mitigate Prologis' exposure to foreign currency movements. Prologis common stock is listed on the NYSE, trading under the symbol "PLD."

        Prologis, L.P. was formed in 1997 and is the primary operating subsidiary of Prologis. As of September 30, 2019, Prologis owned an approximate 97.22% common general partnership interest in Prologis OP and 100% of the preferred units in Prologis OP. As the sole general partner of Prologis OP, Prologis has complete responsibility and discretion in the day-to-day management and control of Prologis OP. Prologis only holds a de minimis amount of assets outside of Prologis OP.

Lambda REIT Acquisition LLC

        Lambda REIT Acquisition LLC, a wholly owned subsidiary of Prologis which we refer to as "Prologis Merger Sub," is a Maryland limited liability company organized on October 25, 2019 for the purpose of effecting the Topco merger. Prologis Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Prologis Merger Sub are located at Pier 1, Bay 1, San Francisco, California 94111.

Lambda OP Acquisition LLC

        Lambda OP Acquisition LLC, a wholly owned subsidiary of Prologis OP, which we refer to as "Prologis OP Merger Sub," is a Delaware limited liability company organized on October 24, 2019 for the purpose of effecting the partnership merger. Prologis OP Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Prologis OP Merger Sub are located at Pier 1, Bay 1, San Francisco, California 94111.

Liberty Property Trust and Liberty Property Limited Partnership (See page 51)

Liberty Property Trust
650 East Swedesford Road, Suite 400
Wayne, PA 19087
(610) 648-1700

        Liberty Property Trust, a Maryland real estate investment trust, through its controlling interest in Liberty Property Limited Partnership is a leader in commercial real estate, serving customers in the United States and United Kingdom, through the development, acquisition, ownership and management of superior logistics, warehouse, manufacturing, and R&D facilities in key markets. As of September 30, 2019, Liberty owned interests in 580 properties in operation, comprised of approximately 111.7 million square feet, 25 properties under development, which when completed are expected to comprise approximately 5.2 million square feet, and three properties held for redevelopment or as value-added, comprising approximately 140,000 square feet, as well as approximately 1,700 acres of developable land.

        Liberty common shares are listed on the NYSE, trading under the symbol "LPT."

Leaf Holdco Property Trust

        Leaf Holdco Property Trust, which we refer to as "New Liberty Holdco," is a Maryland real estate investment trust formed on October 25, 2019 for the purpose of effecting the Topco merger. New Liberty Holdco is a wholly owned subsidiary of Liberty. New Liberty Holdco has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of New Liberty Holdco are located at 650 East Swedesford Road, Suite 400, Wayne, PA 19087.

The Combined Company (See page 52)

        References to the Combined Company are to Prologis after the effective time of the Topco merger. The Combined Company will continue to be named "Prologis, Inc." and will be a Maryland corporation. The Combined Company after the completion of the mergers is expected to have a total market capitalization of approximately $63 billion (based on the closing price of Prologis common stock on September 30, 2019 of $85.22 per share). The Combined Company will have a footprint in high-demand metropolitan areas throughout the world.

        The business of the Combined Company will be operated through Prologis OP. Prologis will have the full, exclusive and complete responsibility for and discretion in the day-to-day management and control of Prologis OP.

        The common stock of the Combined Company will continue to be listed on the NYSE, trading under the symbol "PLD."

        The Combined Company's principal executive offices will continue to be located at Pier 1, Bay 1, San Francisco, California 94111, and its telephone number will be (415) 394-9000.

The Mergers

The Merger Agreement (See page 112)

        The Prologis parties and the Liberty parties have entered into the merger agreement attached as Annex A to this proxy statement/prospectus, which is incorporated herein by reference. Prologis and Liberty encourage you to carefully read the merger agreement in its entirety because it is the principal document governing the mergers and the other transactions contemplated by the merger agreement.

        The merger agreement provides that the closing of the mergers will take place at the offices of Wachtell, Lipton, Rosen & Katz (referred to herein as "Wachtell Lipton"), 51 West 52nd Street, New York, New York 10019 on the second business day following the date on which the last of the conditions to the closing of the mergers has been satisfied or waived (other than those conditions that by their terms are required to be satisfied at the closing), unless otherwise agreed by the Prologis parties and the Liberty parties.

The Mergers (See page 59)

        Upon the terms and subject to the conditions set forth in the merger agreement, Liberty and Prologis will combine through a multi-step process:

•

first, in the Liberty merger, Liberty Merger Sub will merge with and into Liberty, with Liberty continuing as the surviving entity and an indirect wholly owned subsidiary of New Liberty Holdco;



•

thereafter, in the Topco merger, New Liberty Holdco will merge with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity and remaining a wholly owned subsidiary of Prologis;



•

thereafter, in the contribution and issuance, Prologis, its applicable subsidiaries and Prologis Merger Sub will cause all of the outstanding equity interests of Liberty to be contributed to Prologis OP in exchange for the issuance by Prologis OP of Prologis OP common units to certain subsidiaries of Prologis; and



•

thereafter, in the partnership merger, Prologis OP Merger Sub will merge with and into Liberty OP, with Liberty OP continuing as the surviving entity and a wholly owned subsidiary of Prologis OP.

        Upon the consummation of the Liberty merger described above, the separate existence of Liberty Merger Sub will cease. Upon completion of the Topco merger described above, the separate existence of New Liberty Holdco will cease. Upon completion of the partnership merger described above, the separate existence of Prologis OP Merger Sub will cease.

Merger Consideration (See page 113)

        In the Liberty merger, each issued and outstanding Liberty common share immediately prior to the Liberty merger effective time will be converted into one newly issued New Liberty Holdco common share. The Liberty common shares and the New Liberty Holdco common shares will be identical in all respects.

        In the Topco merger, each issued and outstanding New Liberty Holdco common share immediately prior to the Topco merger effective time (other than (i) New Liberty Holdco common shares owned by any of the Liberty parties or any wholly owned subsidiary of Liberty and (ii) New Liberty Holdco common shares owned by the Prologis parties or any of their respective wholly owned subsidiaries, which New Liberty Holdco common shares will be canceled) will be converted into the right to receive 0.675 validly issued, fully paid and non-assessable shares of Prologis common stock, without interest but subject to any withholding required under applicable tax law, plus the right, if any, to receive cash in lieu of fractional shares of Prologis common stock in to which such New Liberty Holdco common shares would have been converted pursuant to the merger agreement.

        In the partnership merger, (i) each Liberty OP common unit that is issued and outstanding immediately prior to the partnership merger effective time will automatically be converted into 0.675 new validly issued Prologis OP common units (such consideration referred to as the "partnership merger common consideration") and (ii) each Liberty OP preferred unit that is issued and outstanding

immediately prior to the partnership merger effective time will automatically be converted into one new validly issued new Prologis preferred unit with substantially the same terms and rights as such Liberty OP preferred units immediately prior to the partnership merger. No fractional new Prologis OP common units will be issued in the partnership merger. Any fractional new Prologis OP common unit that would otherwise be issued to any holder of Liberty OP common units will be rounded up to the nearest whole number.

Recommendation of the Liberty Board of Trustees (See page 53)

        The Liberty board has unanimously approved the merger agreement, the company mergers and the other transactions contemplated thereby. The Liberty board made its determination after consultation with its legal and financial advisors and consideration of numerous factors.

        The Liberty board unanimously recommends that the Liberty shareholders vote FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement, FOR the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement, and FOR the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

The Liberty Special Meeting (See page 53)

        Liberty has agreed to hold a special meeting for the purpose of voting upon the approval of the company mergers and other related matters. The Liberty board has agreed to recommend that the Liberty shareholders approve the company mergers and to use its reasonable best efforts to solicit the approval of the company mergers at the Liberty special meeting. The Liberty special meeting will be held at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania 19103 on January 30, 2020, commencing at 11:00 am, local time.

        At the Liberty special meeting, the Liberty shareholders will be asked to consider and vote upon the following matters:

1.

a proposal to approve the company mergers on the terms and conditions set forth in the merger agreement;



2.

a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement; and



3.

a proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement.

        Approval of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of holders of at least two-thirds of the outstanding Liberty common shares outstanding and entitled to vote on such proposal.

        Approval of the non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of Liberty in connection with the company mergers and the other transactions contemplated by the merger agreement requires the affirmative vote of a majority of all votes cast on such proposal.

        Approval of the proposal to approve one or more adjournments of the Liberty special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to

approve the company mergers on the terms and conditions set forth in the merger agreement requires the affirmative vote of a majority of all votes cast on such proposal.

        At the close of business on December 16, 2019, trustees and executive officers of Liberty were entitled to vote 869,462 Liberty common shares, or approximately 0.6% of the Liberty common shares issued and outstanding on that date. Liberty currently expects that all Liberty trustees and executive officers will vote their Liberty common shares in favor of the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement as well as the other proposals to be considered at the Liberty special meeting, although none of them is contractually obligated to do so.

        Your vote as a Liberty shareholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Liberty special meeting in person.

Opinions of Liberty's Financial Advisors (See pages 71 and 80 and Annexes B and C)

Opinion of Goldman Sachs

        Goldman Sachs delivered its opinion to the Liberty board that, as of October 27, 2019 and based upon and subject to the factors and assumptions set forth therein, the exchange ratio pursuant to the merger agreement was fair from a financial point of view to the holders (other than Prologis and its affiliates) of Liberty common shares.

        The full text of the written opinion of Goldman Sachs, dated October 27, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference in its entirety. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Liberty board in connection with its consideration of the proposed transaction contemplated by the merger agreement, which we refer to as the "transaction." The Goldman Sachs opinion is not a recommendation as to how any holder of Liberty common shares should vote with respect to the transaction or any other matter.

Opinion of Citi

        In connection with the transaction, Citi, as Liberty's financial advisor, rendered an oral opinion to the Liberty board at its October 27, 2019 meeting as to the fairness, from a financial point of view, to the holders of Liberty common shares and as of the date of the opinion, of the exchange ratio to be paid to the holders of Liberty common shares pursuant to the merger agreement, which was confirmed by delivery of a written opinion dated October 27, 2019. The full text of Citi's written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, is attached as Annex C to this proxy statement/prospectus and is incorporated herein by reference in its entirety. The description of Citi's opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Citi's opinion.

        Citi's opinion was provided for the information of the Liberty board (in its capacity as such) in connection with its evaluation of the transaction and was limited to the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio to be paid to the holders of outstanding Liberty common shares pursuant to the merger agreement and did not address any other terms, aspects or implications of the transaction. Citi expressed no view as to, and its opinion did not address, the underlying business decision of Liberty to effect the transaction, the relative merits of the transaction as compared to any alternative business strategies that might exist for Liberty or the effect of any other transaction in which Liberty might engage. Citi's opinion is not intended to be and does not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed transaction or any other matter.

Treatment of the Liberty Equity Awards (See page 97)

        At the Liberty merger effective time, each issued and outstanding Liberty common share as of immediately before the Liberty merger effective time will be automatically converted into the right to receive one New Liberty Holdco common share. Also as of the Liberty merger effective time, each outstanding equity award relating to Liberty common shares will be automatically converted into an equivalent award relating to an equal number of New Liberty Holdco common shares.

        At the Topco merger effective time, each New Liberty Holdco common share issued and outstanding immediately prior to the Topco merger effective time (other than New Liberty Holdco common shares owned by New Liberty Holdco or any of New Liberty Holdco's wholly owned subsidiaries and New Liberty Holdco common shares owned by Prologis or any of Prologis' wholly owned subsidiaries) will be automatically converted into the right to receive 0.675 shares of Prologis common stock, together with cash in lieu of fractional shares, without interest, upon the terms and subject to the conditions set forth in the merger agreement.

        At the Topco merger effective time, each outstanding restricted stock award, restricted stock unit award, and stock option relating to New Liberty Holdco common shares will vest and be cancelled in exchange for a payment of the merger consideration (or a cash payment equal to the value of the merger consideration, in the case of an award that is payable in cash by its terms) in respect of each underlying New Liberty Holdco common share (reduced by the aggregate exercise price in the case of each stock option). Performance-based restricted stock unit awards will vest based on the actual level of achievement of the applicable performance goals through the day immediately prior to the Topco merger effective time (or, in the case of awards granted in 2017, if the merger occurs on or after January 1, 2020, based on actual performance during the completed performance period).

Directors and Management of the Combined Company Following the Mergers (See page 113)

        There will be no change to the members of the Prologis board or executive officers as a result of the mergers. Hamid R. Moghadam will serve as Chief Executive Officer and Chairman of the Combined Company.

        See "The Merger Agreement—Directors and Management of the Combined Company Following the Mergers" for more information.

Interests of Liberty's Trustees and Named Executive Officers in the Mergers (See page 97)

        The interests of Liberty's trustees and named executive officers in the mergers that are different from, or in addition to, those of Liberty's shareholders generally are described below. The Liberty board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the mergers, and in making the recommendations set forth in this proxy statement/prospectus, including its recommendation that the Liberty shareholders vote FOR the proposal to approve the company mergers on the terms and conditions set forth in the merger agreement. These interests include:

•

accelerated vesting and settlement of all outstanding equity awards, with 2018 and 2019 performance-based awards (and 2017 performance-based awards, if the closing of the mergers occurs in 2019) vesting based on actual performance as of the consummation of the Topco merger;



•

payment of 2019 annual cash incentives in December 2019, assuming maximum performance;



•

entitlement to severance benefits under the senior officer severance plan covering Liberty's named executive officers upon a qualifying termination of employment (referred to herein as the "Senior Officer Severance Plan"); and

•

entitlement to continued indemnification, expense advancement and insurance coverage under indemnification agreements and the merger agreement.

Listing of Prologis Common Stock; Delisting and Deregistration of Liberty Common Shares (See page 111)

        It is a condition to each party's obligation to complete the mergers that the shares of Prologis common stock to be issued in connection with the Topco merger be approved for listing on the NYSE, subject to official notice of issuance. Prologis has agreed to use its commercially reasonable efforts to have the application for the listing of the Prologis common stock accepted by the NYSE as promptly as is practicable. After the Topco merger is completed, the Liberty common shares currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Shareholder Appraisal Rights in the Mergers (See page 117)

        No dissenters' or appraisal rights or other similar rights of objecting Liberty shareholders will be available with respect to the mergers or the other transactions contemplated by the merger agreement.

Expected Timing of the Merger

        The parties expect the mergers to be completed in the first quarter of 2020. Neither Liberty nor Prologis can predict the actual date on which the mergers will be completed, or if the mergers will be completed at all, because completion of the mergers is subject to conditions and factors outside of the control of both companies, including the approval of the company mergers by the Liberty shareholders and the satisfaction of certain other closing conditions.

Conditions to Completion of the Mergers (See page 138)

        The respective obligations of each of the Liberty parties and the Prologis parties to effect the mergers and to consummate the other transactions contemplated by the merger agreement are subject to the satisfaction or waiver of certain customary conditions, including, among others, the approval of the company mergers by the Liberty shareholders, the absence of any legal prohibitions, listing of Prologis common stock, delivery of certain tax opinions, the accuracy of the other parties' representations and warranties (subject to customary materiality qualifiers), and compliance by the other parties with their respective obligations under the merger agreement (subject to customary materiality qualifiers).

        Neither Liberty nor Prologis can be certain when, or if, the conditions to the completion of the mergers will be satisfied or waived, or that the mergers will be effected. See "The Merger Agreement—Conditions to Completion of the Mergers" beginning on page 138 for more information.

Regulatory Approvals Required for the Mergers (See page 104)

        The consummation of the mergers and the other transactions contemplated by the merger agreement is not subject to the receipt of any governmental approvals or the expiration of any regulatory waiting period.

No Solicitation of Acquisition Proposals (See page 129)

        The merger agreement provides that Liberty will not, and will cause its subsidiaries and its and their respective officers, directors and trustees not to, and will instruct and use its reasonable best efforts to cause its and their respective other affiliates, officers, directors, trustees, employees or

consultants or investment bankers, financial advisors, attorneys, accountants or other representative retained by such person or entity not to, directly or indirectly:

•

solicit, initiate or knowingly encourage or knowingly facilitate (including by way of furnishing non-public information) any inquiries, indications of interest or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an acquisition proposal (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals");



•

engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide any non-public information or data to any person or entity relating to, an acquisition proposal or any inquiries, proposals, indications of interest or offers that constitute, or would reasonably be expected to lead to an acquisition proposal;



•

approve or execute or enter into any letter of intent, agreement in principle, merger agreement, asset purchase or share exchange agreement, option agreement or other similar agreement relating to any acquisition proposal; or



•

propose or agree to do any of the foregoing.

        Notwithstanding these restrictions, under certain circumstances, and to the extent that the Liberty board concludes in good faith, after receiving the advice of its outside legal counsel and its financial advisors, that an acquisition proposal either constitutes or would reasonably be expected to lead to a superior proposal (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals") and that failure to do so would be inconsistent with their duties as trustees under applicable law, Liberty may, prior to the Liberty special meeting, provide non-public information or data, and engage in discussions and negotiations, with respect to certain unsolicited bona fide written acquisition proposals that did not result from a breach of the merger agreement, subject to certain specified requirements.

        See "The Merger Agreement—Covenants and Agreements—No Solicitation of Acquisition Proposals" on page 129 for more information.

No Change of Board Recommendation; No Entry into Alternative Transactions (See page 129)

        Prior to obtaining the Liberty shareholder approval, the Liberty board may make a change in company recommendation (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals" beginning on page 129), if and only if:

•

(i) Liberty has received an unsolicited bona fide written acquisition proposal that did not result from a breach of Liberty's non-solicitation covenant and covenants restricting the sharing of information in the merger agreement (and such proposal is not withdrawn) and the Liberty board concludes in good faith (after consultation with its outside legal counsel and its financial advisors) that such acquisition proposal constitutes a superior proposal or (ii) an intervening event (as defined in "The Merger Agreement—No Solicitation of Acquisition Proposals") has occurred, and in the case of either clause (i) or clause (ii), the Liberty board concludes in good faith (after consultation with its outside counsel) that the failure to take such action would be inconsistent with their duties as trustees under applicable law;



•

Liberty gives Prologis at least four business days' prior written notice of its intention to take such action, which notice (i) in the case of an acquisition proposal, specifies in reasonable detail the reasons for Liberty taking such action, including the material terms and conditions of any such superior proposal that is the basis of the proposed action and (ii) in the case of an intervening event, advising Prologis that Liberty intends to take such action and specifying in reasonable detail the reasons therefor; and

•

during such notice period, the Liberty board considers, and, if requested by Prologis, engages, and causes its representatives to engage, in good faith discussions with Prologis regarding any adjustment or modification of the terms of the merger agreement proposed by Prologis and the Liberty board, following such notice period, again concludes in good faith (after consultation with its outside legal counsel and its financial advisors and taking into account any adjustment or modification of the terms of the merger agreement proposed by Prologis) that (i) in the case of both an acquisition proposal and an intervening event, the failure to do so would be inconsistent with their duties as trustees under applicable law and (ii) in the case of an acquisition proposal, such acquisition proposal continues to constitute a superior proposal.

        Unless the merger agreement is terminated with respect to a superior proposal, notwithstanding a change in company recommendation, Liberty must cause the approval of the company mergers to be submitted to a vote of its shareholders. In addition, Liberty may not submit to the vote of its shareholders any acquisition proposal other than the company mergers prior to the termination of the merger agreement.

        See "The Merger Agreement—Covenants and Agreements—No Solicitation of Acquisition Proposals" on page 129 for more information.

Termination of the Merger Agreement (See page 141)

        The merger agreement may be terminated and the mergers may be abandoned at any time prior to the Topco merger effective time, whether before or after the receipt of the Liberty shareholder approval (unless otherwise specified below), under the following circumstances:

•

by mutual written consent of Liberty and Prologis;



•

by either Liberty or Prologis if:



•

upon the completion of voting at the Liberty special meeting, the Liberty shareholder approval is not obtained (except that Liberty will not have this right to terminate if the failure to obtain the Liberty shareholder approval was primarily caused by a material breach by any of the Liberty parties of their respective obligations with respect to the preparation of the Form S-4 and the proxy statement/prospectus, the Liberty special meeting, non-solicitation of acquisition proposals or making any change in company recommendation);



•

a governmental authority of competent jurisdiction has issued an order, decree, judgment, injunction or taken any other action, which permanently restrains, enjoins or otherwise prohibits or makes illegal the consummation of the mergers, and such order, decree, judgment, injunction or other action has become final and non-appealable; or



•

the mergers have not been consummated on or before 5:00 p.m. (New York time) on June 1, 2020 (except that this termination right will not be available to a party whose failure to comply with any provision of the merger agreement has been the primary cause of, or resulted in, the failure of the mergers to occur on or before such date).



•

by Liberty if:



•

at any time prior to the receipt of the Liberty shareholder approval, in order to enter into an acquisition agreement with respect to a superior proposal in compliance with the terms of the merger agreement (except that the merger agreement may not be so terminated unless Liberty concurrently pays the termination fee described below); or



•

any of the Prologis parties has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or

failure to perform, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the related closing conditions not being satisfied on the closing date, unless such breach or failure to perform is not cured or curable by the earlier of 30 days after notice of such breach or failure to perform is given or two business days prior to June 1, 2020 (except that Liberty will not have this right to terminate if Liberty or Liberty OP is in breach of any of its own representations, warranties, covenants or agreements set forth in the merger agreement such that the related closing conditions would not be satisfied).

•

by Prologis if:



•

prior to obtaining the Liberty shareholder approval, a change in company recommendation has occurred (except that Prologis will no longer have this right to terminate if and when the Liberty shareholder approval is obtained);



•

there is a willful breach of the non-solicitation/change of recommendation covenants; or



•

any of the Liberty parties has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure to perform, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the related closing conditions not being satisfied on the closing date, and such breach or failure to perform is not cured or curable by the earlier of 30 days after notice of such breach or failure to perform is given or two business days prior to June 1, 2020 (except that Prologis will not have this right to terminate if Prologis or Prologis OP is in breach of any of its own representations, warranties, covenants or agreements set forth in the merger agreement such that the related closing conditions would not be satisfied).

        See "The Merger Agreement—Termination of the Merger Agreement" beginning on page 141 for more information.

Termination Fee and Expenses (See page 142)

        Liberty has agreed to pay to Prologis a termination fee of $325 million (except as described below) if the merger agreement is terminated in the following circumstances:

•

Liberty terminates the merger agreement, at any time prior to the receipt of the Liberty shareholder approval, to enter into an acquisition agreement with respect to a superior proposal; or



•

Prologis terminates the merger agreement following a change in company recommendation.

        Further, Liberty has agreed to pay to Prologis a termination fee of $325 million in the following instances (provided that for purposes of the analysis below, the references to "20%" in the definition of "acquisition proposal" in the merger agreement will instead be deemed to be "50%"):

•

In the event that:



•

Liberty receives or has received an acquisition proposal with respect to Liberty or any Liberty subsidiary that has been publicly announced or otherwise communicated to the Liberty board prior to the time of the Liberty special meeting or, in certain circumstances, the date of termination of the merger agreement;



•

thereafter (i) Liberty or Prologis terminates the merger agreement as a result of the failure to obtain the Liberty shareholder approval, (ii) Liberty or Prologis terminates the merger agreement as a result of the failure to complete the mergers on or before June 1, 2020 or (iii) Prologis terminates the merger agreement as a result of any of the Liberty parties'

breach or failure to perform any of its representations, warranties, covenants or agreements set forth in the merger agreement, which breach or failure to perform, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the related closing conditions not being satisfied on the closing date, and such breach or failure to perform is not cured or curable by the earlier of 30 days after notice of such breach or failure to perform is given or two business days prior to June 1, 2020; and

•

before the date that is twelve months after the date of termination of the merger agreement, any transaction or series of related transactions included within the definition of an acquisition proposal is consummated or Liberty or a Liberty subsidiary enters into an acquisition agreement with respect to such a transaction or series of related transactions.

        However, the termination fee will only be $150 million if each of the following occurs:

•

the merger agreement is terminated:



•

by Liberty prior to the receipt of the Liberty shareholder approval in order to enter into an acquisition agreement with respect to a superior proposal from a qualified bidder in compliance with the merger agreement; or



•

by Prologis in response to a change in company recommendation with respect to a superior proposal from a qualified bidder; and



•

a bidder will be a qualified bidder if such bidder made an unsolicited bona fide written acquisition proposal (that did not result from a breach of the non-solicitation covenants in the merger agreement) that remains pending at 11:59 p.m. (New York time) on November 26, 2019, and that, on or prior to such date, the Liberty board concluded in good faith (after consultation with its outside legal counsel and its financial advisors) either constituted or would reasonably be expected to lead to a superior proposal, and subject to certain other requirements set forth in the merger agreement; and



•

the termination of the merger agreement occurred prior to the later of the following:



•

11:59 p.m. (New York time) on December 11, 2019; and



•

11:59 p.m. (New York time) on the first business day after the end of any notice period (including any extensions thereof) with respect to a superior proposal by a qualified bidder for which notice period commenced on or prior to December 11, 2019.

        Liberty did not receive a bona fide written acquisition proposal from any bidders, including any qualified bidders, on or prior to 11:59 p.m. (New York time) on November 26, 2019.

        Liberty has agreed to pay to Prologis all documented reasonable out-of-pocket expenses (including fees and expenses of counsel and other advisors) paid or payable by any of the Prologis parties in connection with the merger agreement and the other transactions contemplated by the merger agreement up to a maximum of $15 million if the merger agreement is terminated by either Liberty or Prologis because the Liberty shareholders fail to approve the company mergers at a duly convened meeting. Any such amount paid by Liberty would be credited against the payment of any termination fee that Liberty subsequently becomes obligated to pay Prologis. See "The Merger Agreement—Termination of the Merger Agreement" beginning on page 141 for more information.

Remedies (See page 144)

        The parties to the merger agreement are entitled to an injunction or injunctions to prevent breaches of the merger agreement by any other party and to specifically enforce the terms and provisions of the merger agreement.

Litigation Relating to the Mergers (See page 111)

        On November 27, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned Shiva Stein v. Liberty Property Trust Inc. et al., Case No. 1:19-cv-03428 (the "Stein Action"), filed in the United States District Court for the District of Maryland, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Stein Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information from the Form S-4, rendering the Form S-4 materially deficient. On December 5, 2019, Liberty, Liberty OP, the Liberty board, Prologis, Prologis OP, Prologis Merger Sub, Prologis OP Merger Sub and New Liberty Holdco were sued in a putative class action lawsuit, captioned John Thompson v. Liberty Property Trust, et al., Case No. 1:19-cv-02230 (the "Thompson Action"), filed in the United States District Court for the District of Delaware, and also in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Thompson Action alleges that Liberty, Liberty OP, the Liberty board, Prologis, Prologis OP, Prologis Merger Sub, Prologis OP Merger Sub and New Liberty Holdco violated federal securities laws by omitting from the Form S-4, and/or misrepresenting in the Form S-4, material information, rendering the Form S-4 materially deficient. On December 16, 2019, Liberty and the Liberty board were sued in a lawsuit, captioned Berlinger v. Liberty Property Trust et al., Case No. 1:19-cv-03562 (the "Berlinger Action"), filed in the United States District Court for the District of Maryland, in connection with Liberty's proposed merger with Prologis and the related Form S-4. The complaint in the Berlinger Action alleges that Liberty and the Liberty board violated federal securities laws by omitting material information in the Form S-4, rendering the Form S-4 materially deficient. On December 16, 2019, Prologis, Liberty and the Liberty board were sued in a putative class action lawsuit, captioned Robert Garfield v. William P. Hankowsky et al., No. 2019-cv-9529-cv (the "Garfield Action"), filed in the Court of Common Pleas of Dauphin County, Pennsylvania. The complaint in the Garfield Action alleges that Prologis and Liberty omitted material information from the Form S-4, rendering the Form S-4 materially deficient, that the Liberty board violated its fiduciary duties to Liberty shareholders in connection with the proposed merger of Liberty and Prologis, and that Prologis aided and abetted those breaches of fiduciary duty. Plaintiffs in the Stein, Thompson, Berlinger and Garfield Actions seek, among other things, (i) to enjoin the transaction, and (ii) attorneys' fees and costs in connection with these lawsuits. If additional similar complaints are filed, absent new or different allegations that are material, neither Liberty nor Prologis will necessarily announce such additional filings.

        Although the ultimate outcome of litigation cannot be predicted with certainty, Liberty and Prologis believe that these lawsuits are without merit and intend to defend against these actions vigorously.

Material United States Federal Income Tax Consequences of the Company Mergers (See page 104)

        Prologis and Liberty intend that each of the Liberty merger and the Topco merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Liberty receives a written opinion from its counsel to the effect that the Liberty merger will qualify as a reorganization within the meaning of Section 368(a) of the Code, and that Prologis and Liberty receive written opinions from their respective counsel to the effect that the Topco merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming that each of the Liberty merger and the Topco merger qualifies as a reorganization, United States holders (as defined in the discussion under the heading "The Mergers—Material United States Federal Income Tax Consequences of the Company Mergers") of Liberty common shares generally will not recognize gain or loss for United States federal income tax purposes upon the receipt of New Liberty Holdco common shares in exchange for Liberty common shares in connection with the Liberty merger and United States holders of New Liberty Holdco common shares are not expected to recognize gain

or loss as a result of the Topco merger (except with respect to the receipt of cash in lieu of fractional shares of Prologis common stock, if any).

        For further discussion of material United States federal income tax consequences of the company mergers, see "The Mergers—Material United States Federal Income Tax Consequences of the Company Mergers" beginning on page 104.

        Holders of Liberty common shares should consult their tax advisors to determine the tax consequences to them (including the application and effect of any state, local or non-United States income and other tax laws) of the company mergers and the ownership and disposition of shares of the Combined Company common stock.

Accounting Treatment of the Mergers (See page 109)

        Prologis prepares its financial statements in accordance with United States generally accepted accounting principles, which we refer to as "GAAP." The mergers will be accounted for by using the business combination accounting rules. See "The Merger—Accounting Treatment" beginning on page 109 for more information.

Comparison of Rights of Prologis Stockholders and Liberty Shareholders (See page 153)

        The rights of Liberty shareholders are currently governed by and subject to the provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, or "Maryland REIT Law," and the declaration of trust and bylaws of Liberty. Upon consummation of the company mergers, the rights of the former Liberty shareholders who receive shares of Prologis common stock in the Topco merger will be governed by the Maryland General Corporation Law, or the "MGCL," and the Prologis charter and bylaws, rather than the declaration of trust and bylaws of Liberty. See "Comparison of Rights of the Prologis Stockholders and the Liberty Shareholders" beginning on page 153 for more information.

Selected Historical Financial Information of Prologis

        The following selected historical financial information for each of the years during the five-year period ended December 31, 2018 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2018 have been derived from Prologis' audited consolidated financial statements. The selected historical financial information for the nine months ended September 30, 2019 and 2018 and the selected balance sheet data as of September 30, 2019 have been derived from Prologis' unaudited interim consolidated financial statements.

        You should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations of Prologis included in Prologis' Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which are incorporated herein by reference. See also "Where You Can Find More Information and Incorporation by Reference" beginning on page 170.

Funds From Operations Attributable to Common Stockholders/Unitholders

        Funds From Operations, or "FFO," is a non-GAAP financial measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings.

        The National Association of Real Estate Investment Trusts, or "NAREIT," defines FFO as earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales, along with impairment charges, of previously depreciated properties. Prologis also excludes the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of its investment, as these are similar to gains from the sales of previously depreciated properties. Prologis excludes similar adjustments from its unconsolidated entities and the third parties' share of its consolidated co-investment ventures.

        Prologis' FFO Measures.    Prologis' FFO measures begin with NAREIT's definition, and Prologis makes certain adjustments to reflect its business and the way that management plans and executes its business strategy. While not infrequent or unusual, the additional items Prologis adjusts for in calculating FFO, as modified by Prologis and Core FFO (both as defined below), are subject to significant fluctuations from period to period. Although these items may have a material impact on Prologis' operations and are reflected in its financial statements, the removal of the effects of these items allows Prologis to better understand the core operating performance of its properties over the long-term. These items have both positive and negative short-term effects on Prologis' results of operations in inconsistent and unpredictable directions that are not relevant to its long-term outlook.

        Prologis calculates its FFO measures, as defined below, based on its proportionate ownership share of both its unconsolidated and consolidated ventures. Prologis reflects its share of its FFO measures for unconsolidated ventures by applying its average ownership percentage for the period to the applicable reconciling items on an entity by entity basis. Prologis reflects its share for consolidated ventures in which it does not own 100% of the equity by adjusting its FFO measures to remove the noncontrolling interests share of the applicable reconciling items based on its average ownership percentage for the applicable periods.

        These FFO measures are used by Prologis' management as supplemental financial measures of operating performance and it believes that it is important that stockholders, potential investors and financial analysts understand the measures management uses. Prologis does not use its FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as

indicators of Prologis' operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of Prologis' ability to fund its cash needs.

        Prologis analyzes its operating performance primarily by the rental revenues of its real estate and the revenues from its strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities.

        FFO, as modified by Prologis attributable to common stockholders and unitholders, or FFO, as modified by Prologis.    To arrive at FFO, as modified by Prologis, Prologis adjusts the NAREIT defined FFO measure to exclude the impact of foreign currency related items and deferred tax, specifically:

•

deferred income tax benefits and deferred income tax expenses recognized by its subsidiaries;



•

current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in earnings that is excluded from its defined FFO measure;



•

unhedged foreign currency exchange gains and losses resulting from debt transactions between Prologis and its foreign consolidated subsidiaries and its foreign unconsolidated entities;



•

foreign currency exchange gains and losses from the remeasurement (based on current foreign currency exchange rates) of certain third-party debt of Prologis' foreign consolidated and unconsolidated entities; and



•

mark-to-market adjustments associated with derivative financial instruments.

        Prologis uses FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate Prologis' performance against other REITs that do not have similar operations or operations in jurisdictions outside the United States.

        Core FFO attributable to common stockholders and unitholders, or "Core FFO."    In addition to FFO, as modified by Prologis, Prologis also uses Core FFO. To arrive at Core FFO, Prologis adjusts FFO, as modified by Prologis, to exclude the following recurring and nonrecurring items that Prologis recognized directly in FFO, as modified by Prologis:

•

gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell;



•

income tax expense related to the sale of investments in real estate and third-party acquisition costs related to the acquisition of real estate;



•

impairment charges recognized related to Prologis' investments in real estate generally as a result of its change in intent to contribute or sell these properties;



•

gains or losses from the early extinguishment of debt and redemption and repurchase of preferred stock; and



•

expenses related to natural disasters.

        Prologis uses Core FFO, including by segment and region, to: (i) assess its operating performance as compared to other real estate companies; (ii) evaluate its performance and the performance of its properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of its management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand its expected operating performance; and (vi) evaluate how a specific potential investment will impact its future results.

        Limitations on the use of Prologis' FFO measures.    While Prologis believes its modified FFO measures are important supplemental measures, neither NAREIT's nor Prologis' measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures Prologis uses when analyzing its business. Some of the limitations are:

•

The current income tax expenses and acquisition costs that are excluded from Prologis' modified FFO measures represent the taxes and transaction costs that are payable.



•

Depreciation and amortization of real estate assets are economic costs that are excluded from FFO. FFO is limited, as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Furthermore, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of logistics facilities are not reflected in FFO.



•

Gains or losses from non-development property dispositions and impairment charges related to expected dispositions represent changes in value of the properties. By excluding these gains and losses, FFO does not capture realized changes in the value of disposed properties arising from changes in market conditions.



•

The deferred income tax benefits and expenses that are excluded from Prologis' modified FFO measures result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. Prologis' modified FFO measures do not currently reflect any income or expense that may result from such settlement.



•

The foreign currency exchange gains and losses that are excluded from Prologis' modified FFO measures are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of Prologis' foreign currency-denominated net assets is indefinite as to timing and amount. Prologis' FFO measures are limited in that they do not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.



•

The gains and losses on extinguishment of debt or preferred stock that Prologis excludes from its Core FFO, may provide a benefit or cost to Prologis as it may be settling its debt at less or more than its future obligation.



•

The natural disaster expenses that Prologis excludes from Core FFO are costs that Prologis has incurred.

        Prologis compensates for these limitations by using its FFO measures only in conjunction with net earnings computed under GAAP when making its decisions. This information should be read with Prologis' complete consolidated financial statements prepared under GAAP. To assist investors in compensating for these limitations, Prologis reconciles its modified FFO measures to its net earnings computed under GAAP below.

        The following table is a reconciliation of Prologis' FFO measures to net earnings computed under GAAP for the nine months ended September 30, 2019 and 2018 and for each of the years during the five-year period ended December 31, 2018: