LPT Liberty Property Trust

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the terms of the Merger Agreement, on February 3, 2020, at the effective time of the Company Merger (the “Company Merger Effective Time”), each issued and outstanding common share of beneficial interest, par value $0.001 per share, of the Company (each, a “Company Common Share”) was automatically converted into the right to receive one newly issued common share of beneficial interest, par value $0.001 per share, of New Liberty Holdco (each a “New Liberty Holdco Common Share”). Approximately 157,402,512 New Liberty Holdco Common Shares were issued in connection with the Company Merger.

On February 4, 2020, at the effective time of the Topco Merger (the “Topco Merger Effective Time”), each issued and outstanding New Liberty Holdco Common Share (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) was automatically converted into the right to receive 0.675 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Prologis (“Prologis Common Stock” and such consideration, the “Merger Consideration”), together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable tax law, upon the terms and subject to the conditions set forth in the Merger Agreement. Approximately 107,038,683 shares of Prologis Common Stock were issued in connection with the Topco Merger.

In connection with the Mergers, each outstanding Company stock option, restricted stock unit award and restricted stock award fully vested and was 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 were vested based on the actual level of achievement of the applicable performance goals prior to the Mergers (or, in the case of awards granted in 2017, based on actual performance during the completed performance period).

On February 4, 2020, at the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (a) the general partner interests in the Partnership as of immediately prior to the Partnership Merger Effective Time remained the general partnership interests in the Partnership, (b) each limited partnership interest of the Partnership (“Partnership Common OP Units”) that was issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into new validly issued common limited partnership interests in Prologis OP in an amount equal to the Exchange Ratio (the “Partnership Merger Common Consideration”), and each holder of Partnership Common OP Units was admitted as a limited partner of Prologis OP in accordance with the terms of Prologis OP’s partnership agreement, and (c) each of the partnership interests in the Partnership designated as “6.25% Series I-2 Cumulative Redeemable Preferred Partnership Interest” under the partnership agreement of the Partnership (each, a “Partnership Preferred OP Unit”) that was issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically converted into one new validly issued limited partnership interest of Prologis OP designated as “6.25% Series T Cumulative Redeemable Preferred Partnership Unit” with substantially the same terms and rights as the Partnership Preferred OP Units immediately prior to the Partnership Merger (the “New Preferred OP Units”), and each holder of Partnership Preferred OP Units was admitted as a limited partner of Prologis OP in accordance with the terms of Prologis OP’s partnership agreement. Prologis, as general partner of Prologis OP, caused the Prologis OP partnership agreement to be amended to create and authorize such New Preferred OP Units. Approximately 301,500 New Preferred OP Units were issued in connection with the Partnership Merger.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.