Prologis, Inc. (NYSE:PLD) entered into an agreement and plan of merger to acquire DCT Industrial Trust Inc. (NYSE:DCT) for $6.7 billion on April 29, 2018. Under the terms of the agreement, each share of DCT Industrial Trust common share shall be converted into the right to receive 1.02 common stock of Prologis, each issued and outstanding DCT Industrial Operating Partnership operating partnership unit shall be converted into the right to receive 1.02 of Prologis, L.P. unit, each issued and outstanding DCT Industrial Trust LTIP unit shall be converted into the right to receive 1.02 of Prologis LTIP unit, each issued and outstanding restricted stock award of DCT Industrial Trust shall be converted into the right to receive 1.02 common stock of Prologis, each outstanding and unexercised option to purchase DCT Industrial Trust common stock shall be converted into the right to receive 1.02 common stock of Prologis. The consideration also involves assumption of debt. Prologis will issue a total of 96.1 million common shares in exchange for DCT common stock, 0.09 million common shares in exchange for DCT restricted stock, 0.08 million common shares in exchange for the DCT phantom shares and 0.03 million common shares in respect of DCT stock options. Upon closing of the transaction, DCT Industrial Operating Partnership LP will be merged into Prologis, L.P. and DCT Industrial Trust will be merged into Prologis Inc. The agreement can be terminated by mutual written consent of DCT and Prologis or by either DCT or Prologis, if upon a vote at the DCT stockholder meeting, the approval of the company merger by the DCT stockholders is not obtained or, if a governmental authority of competent jurisdiction shall have 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 or if the mergers shall not have been consummated on or before on December 31, 2018, or by DCT if there is a breach of contract by Prologis or if a superior proposal is approved by DCT stockholders or by Prologis, if prior to obtaining the approval of the DCT stockholders of the company merger, the DCT Board shall make a change in company recommendation or upon a willful breach of the non-solicitation covenants by any DCT party. The agreement includes a termination fee to be paid by DCT Industrial Trust to Prologis of $216 million and in certain circumstances a fee of $100 million. Prologis has agreed to increase the Prologis Board of Directors by one member and appoint a person designated by DCT Industrial Trust to serve as a Director until 2019. It is anticipated that Philip L. Hawkins, President and Chief Executive Officer of DCT Industrial Trust, will be appointed to hold the new Board seat on the Prologis board of Directors on competition. Further, there will be 11 existing Directors from Prologis in the Board of Directors of Prologis which will be Hamid R. Moghadam, Irving F. Lyons III, Cristina G. Bita, George L. Fotiades, Lydia H. Kennard, J. Michael Losh, David P. O'Connor, Olivier Piani, Jeffrey L. Skelton, Carl B. Webb and William D. Zollars. All Prologis executive will maintain management positions. The transaction is subject to certain closing conditions including approval of DCT stockholders, approval for listing of new shares on NYSE, registration statement effectiveness, receipt of an opinion from Mayer Brown LLP to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the code and other customary closing conditions. The Boards of Directors of Prologis and DCT have unanimously approved the transaction. On July 9, 2018, the registration statement has been declared effective. A special meeting of the stockholders of DCT Industrial will be held on August 20, 2018. As of August 20, 2018, DCT shareholders approved the merger. The transaction is expected to close in the third quarter of 2018. As of August 20, 2018, the deal is expected to close on or around August 22, 2018. The transaction is anticipated to create substantial synergies, including near-term synergies of approximately $80 million in corporate general and administrative cost savings, operating leverage, interest expense and lease adjustments, which are forecast to increase annual stabilized core funds from operations per share by $0.06-$0.08. This will be a leverage neutral transaction. The transaction is also expected to be accretive to funds from operations per shares in first full year. J.P. Morgan acted as financial advisor whereas Michael L. Hermsen, David N. Malinger, Jeffrey Bruns, Andrew J. Noreuil and Ryan Ferris of Mayer Brown LLP acted as legal advisors to Prologis. BofA Merrill Lynch acted as financial advisor whereas John T. Haggerty, Daniel P. Adams, Kelsey Lemaster, Edward Glazer, Alessandra Murata, Brad Smith, Craig Todaro, Todd Hahn, Nathan Brodeur, Eryn Mathews, William Goldberg, Matthew Schoenfeld, Megan Juel, Matthew Feuerman, Daniel Healy, Elle Srisirikul, Elizabeth Chang and John Stern of Goodwin Procter LLP acted as legal advisors to DCT Industrial Trust. Paul Shim, Gloria Ho, Bill McRae and David Stuckey of Cleary Gottlieb acted as legal advisor to BofA Merrill Lynch. D.F. King & Co., Inc. acted as the proxy solicitor to DCT Industrial on the transaction and will be paid a fess of approximately $0.01 million. BofA Merrill Lynch will be paid a fee of $25 million in respect of its services for the transaction. Venable LLP acted as legal advisor to pass the validity of consideration shares for Prologis and Computershare Trust Company, NA acted as transfer agent for Prologis.