DUKE REALTY CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the terms of the Merger Agreement, on October 3, 2022, at the effective time of the DRE Merger (the "DRE Merger Effective Time"), each share of common stock, par value $0.01 per share, of DRE ("DRE Common Stock") issued and outstanding as of immediately prior to the DRE Merger Effective Time (other than shares of DRE Common Stock owned by any of the DRE Parties or any of their respective wholly owned subsidiaries and shares of DRE Common Stock owned by any of the Prologis Parties or any of their respective wholly owned subsidiaries) was automatically converted into the right to receive 0.475 (the "Exchange Ratio") of a validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of Prologis ("Prologis Common Stock"), together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable law, upon the terms and subject to the conditions set forth in the Merger Agreement (the "DRE Merger Consideration").

Pursuant to the terms of the Merger Agreement, on October 3, 2022, at the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), (a) the general partner interests in DRE OP as of immediately prior to the Partnership Merger Effective Time remained general partnership interests in DRE OP, (b) each common partnership interest of DRE OP ("DRE Common OP Units") that was issued and outstanding immediately prior to the Partnership Merger Effective Time (other than any DRE Common OP Units as described in clauses (c) and (d) below) were automatically converted into new validly issued common limited partnership interests in Prologis OP in an amount equal to the Exchange Ratio and each holder of DRE Common OP Units was admitted as a limited partner of Prologis OP in accordance with the terms of Prologis OP's partnership agreement, (c) each DRE Common OP Unit owned by the Surviving Entity as of immediately prior to the Partnership Merger Effective Time remained outstanding at and following the Partnership Merger Effective Time and (d) each DRE Common OP Unit owned by any wholly owned subsidiary of the Surviving Entity or of DRE OP, in each case, as of immediately prior to the Partnership Merger Effective Time, was canceled and ceased to exist, and no consideration was delivered in exchange therefor.

Pursuant to the terms of the Merger Agreement, at the DRE Merger Effective Time, each DRE equity award and deferred share account vested in full (to the extent it was not previously vested) and was canceled in exchange for a payment of the Exchange Ratio of Prologis Common Stock with respect to each underlying share of DRE Common Stock (or, in the case of awards that were subject to performance-based vesting conditions, an amount of cash calculated in accordance with the formula set forth in the Merger Agreement), less applicable taxes and withholdings. In addition, at the Partnership Merger Effective Time, each LTIP Unit in DRE OP vested in full (to the extent it was not previously vested) and was converted into common units of Prologis OP in accordance with the formula set forth in the Merger Agreement (or, in the case of certain performance-based awards of LTIP Units in DRE OP, an amount of cash calculated in accordance with the formula set forth in the Merger Agreement), less applicable taxes and withholdings.

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 and the related Letter Agreement, dated as of September 16, 2022, by and among the Prologis Parties and the DRE Parties, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On the Closing Date, DRE notified the New York Stock Exchange (the "NYSE") of the consummation of the DRE Merger and requested that the NYSE file with the Securities and Exchange Commission ("SEC") a notification of removal from listing on Form 25 in order to delist the DRE Common Stock from the NYSE and deregister the DRE Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Surviving Entity intends to file with the SEC a certification on Form 15 to cause DRE's reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

At the DRE Merger Effective Time, all shares of DRE Common Stock issued and outstanding immediately prior to the DRE Merger Effective Time (other than shares of DRE Common Stock owned by any of the DRE Parties or any of their respective wholly owned subsidiaries and shares of DRE Common Stock owned by any of the Prologis Parties or any of their respective wholly owned subsidiaries, which were cancelled and ceased to exist) were converted into the right to receive the DRE Merger Consideration and were cancelled and ceased to exist.

The information provided in the Introductory Note and Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Each of DRE's directors resigned from his or her respective position as a member of the board of directors of DRE and from any and all committees thereof effective as of the DRE Merger Effective Time. At the DRE Merger Effective Time, all of DRE's officers ceased to be officers of DRE.

On September 30, 2022, DRE entered into a letter agreement (the "Letter Agreement") with Mr. Steven W. Schnur, DRE's Executive Vice President and Chief Operating Officer, which (i) amends the Amended and Restated Severance Agreement between DRE and Mr. Schnur, dated as of January 30, 2019 and amended as of July 18, 2022, to specify the list of competitors covered by the post-employment non-compete covenant included therein and (ii) provides that Mr. Schnur will be available to provide consulting services for a period of six months following his separation from employment with DRE (for which Mr. Schnur will not receive any additional compensation). The Letter Agreement was effective as of and contingent upon the occurrence of the closing of the Mergers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number     Description

  2.1        Agreement and Plan of Merger, dated as of June 11, 2022, by and
           among Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton
           Merger Sub OP LLC, Duke Realty Corporation and Duke Realty Limited
           Partnership (incorporated by reference to Exhibit 2.1 to Duke Realty
           Corporation's and Duke Realty Limited Partnership's Form 8-K filed on
           June 13, 2022)*

  2.2        Letter Agreement, dated as of September 16, 2022, by and among
           Prologis, Inc., Prologis, L.P., Compton Merger Sub LLC, Compton Merger
           Sub OP LLC, Duke Realty Corporation and Duke Realty Limited
           Partnership (incorporated by reference to Exhibit 2.1 to Duke Realty
           Corporation's and Duke Realty Limited Partnership's Form 8-K filed on
           September 16, 2022)

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Prologis agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC.

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