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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

INDUSTRIAL PROPERTY TRUST INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:
        Not Applicable
 
    (2)   Aggregate number of securities to which transaction applies:
        Not Applicable
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        The filing fee was calculated by multiplying the total consideration of $3,283,264,293 to be paid in connection with the asset sale by 0.0001212.
 
    (4)   Proposed maximum aggregate value of transaction:
        $3,283,264,293
 
    (5)   Total fee paid:
        $397,931.63
 

ý

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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INDUSTRIAL PROPERTY TRUST INC.
518 SEVENTEENTH STREET, 17TH FLOOR
DENVER, COLORADO 80202
OCTOBER 21, 2019



YOUR VOTE IS IMPORTANT

Dear Fellow Stockholders:

        On behalf of the Board of Directors of Industrial Property Trust Inc. (the "Board of Directors"), I cordially invite you to attend the Annual Meeting (the "Annual Meeting") of stockholders of Industrial Property Trust Inc., a Maryland corporation (the "Company"), to be held at 518 Seventeenth Street, 17th Floor, Denver, CO 80202, on December 11, 2019 at 10:00 a.m. Mountain Time. At the Annual Meeting, we will ask stockholders of the Company to consider and vote on a proposal to approve the sale of substantially all of the Company's assets to affiliates of Prologis, L.P. ("Prologis") pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019 (the "Merger Agreement"), by and among the Company, Prologis and Rockies Acquisition LLC, a wholly owned subsidiary of Prologis, and the other transactions contemplated by the Merger Agreement (collectively, the "Asset Sale").

        In connection with the Asset Sale, the Company has agreed to sell all of its real property-owning subsidiaries in which the Company has an ownership interest (other than Industrial Property Operating Partnership LP, IPT Real Estate Holdco LLC and its subsidiaries that hold the Company's interests in the BTC Portfolio (as defined below)) to affiliates of Prologis through merger transactions and sales of equity interests in our asset-owning entities. If the Asset Sale is completed, all holders of our common stock will be entitled to receive a special distribution (the "Special Distribution") from the Company in cash equal to such stockholder's pro rata share of the net total consideration for the Asset Sale, as more fully described in the proxy statement accompanying this letter, which is currently estimated to be approximately $12.54 per share based on an assumed closing date of January 8, 2020.

        As a result of the Asset Sale, the Company will continue to exist and its remaining assets will primarily consist of its interests in Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP (together, the "BTC Portfolio"), and all holders of our common stock will continue to hold their shares in the Company. Based on the most recent estimated net asset value of the BTC Portfolio of $1.08 per share as of November 30, 2018, and after taking into account the increase in the Special Distribution resulting from the Sponsor Restructuring Transactions, the value of the BTC Interests after the completion of the Asset Sale would have been approximately $0.72 per share. The estimated net asset value per share is expected to be updated on or before the closing of the Asset Sale and the amount you may receive may be less than expected as there can be no assurance as to the value that the Company may ultimately realize from these interests, the timing of when such interests might be liquidated or the resulting impact of the Sponsor Restructuring Transactions. The Board of Directors continues to analyze its options with respect to the monetization of the Company's interests in the BTC Portfolio.

        In addition to approving the Asset Sale, we are asking our stockholders to approve the conversion of the Company, as a legal entity, from a Maryland corporation to a Maryland real estate investment trust (the "Conversion"), which would permit the Company to avoid additional costs, delays and risks of seeking one or more stockholder approvals in the future in connection with a sale of the Company's interests in the BTC Portfolio and the Company's subsequent dissolution, liquidation and winding up. Following the Asset Sale and the Conversion, we generally do not expect that our directors or officers will change, and an affiliate of our current advisor will continue to serve as our external advisor.

        We also are asking our stockholders to elect six nominees to our Board of Directors and ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

        The approval of the Asset Sale is not contingent on the approval of the Conversion. However, the Conversion is contingent on the Asset Sale and will not be completed unless the Asset Sale is completed.

        After careful consideration, our Board of Directors has unanimously approved the Asset Sale and the Conversion, and has declared each of the Asset Sale and the Conversion advisable and in the best interests of the Company and our stockholders. Accordingly, our Board of Directors recommends that you vote "FOR" the approval of the Asset Sale, "FOR" the approval of the Conversion, "FOR" the election of each of the director nominees to our Board of Directors, "FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and "FOR" the


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approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the time of Annual Meeting to achieve a quorum or to approve the Asset Sale or the Conversion.

        The Proxy Statement provides you with more specific information concerning the Annual Meeting, the Asset Sale, the Conversion, the election of each of the nominees to our Board of Directors, the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and the approval of any adjournments of the Annual Meeting.

        IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER YOU ARE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON. Unlike most public companies, no large brokerage houses or affiliated groups of stockholders own substantial blocks of our shares. As a result, in order to achieve a quorum and to avoid delays and additional costs, we need substantial stockholder voting participation by proxy or in person at the Annual Meeting. I urge you to vote as soon as possible. You may vote your shares at the Annual Meeting by authorizing a proxy over the Internet, by telephone or by completing, signing, and returning your proxy card. Thank you in advance for your participation.

  Sincerely,

 

 

GRAPHIC

  Evan H. Zucker
Chairman of the Board of Directors

 

For the Board of Directors of Industrial Property Trust Inc.

        This Proxy Statement is dated October 21, 2019 and is first being mailed to our stockholders on or about October 21, 2019.


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INDUSTRIAL PROPERTY TRUST INC.
518 SEVENTEENTH STREET, 17TH FLOOR
DENVER, COLORADO 80202



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 11, 2019



Dear Stockholder:

        You are cordially invited to attend the Annual Meeting of the stockholders of Industrial Property Trust Inc. (the "Company") to be held at 518 Seventeenth Street, 17th Floor, Denver, CO 80202, on December 11, 2019 at 10:00 a.m. Mountain Time. The proposals to be considered by stockholders and voted upon at the Annual Meeting, which are described in detail in the accompanying materials, are:

    1.
    To approve the sale of substantially all of the assets of the Company to affiliates of Prologis, L.P., pursuant to the merger and asset transfer transactions contemplated by the Amended and Restated Agreement and Plan of Merger, dated August 20, 2019, among the Company, Prologis, L.P. and Rockies Acquisition LLC (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement (the "Asset Sale");

    2.
    To approve the conversion of the Company from a Maryland corporation to a Maryland real estate investment trust, as contemplated by the Plan of Conversion of Industrial Property Trust Inc. (the "Conversion");

    3.
    To elect six directors to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualify;

    4.
    To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

    5.
    To approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to achieve a quorum or to approve the Asset Sale or the Conversion.

        OUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED EACH OF THE ASSET SALE AND THE CONVERSION, AND HAS DECLARED EACH OF THE ASSET SALE AND THE CONVERSION ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND OUR STOCKHOLDERS. OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE ASSET SALE, "FOR" THE APPROVAL OF THE CONVERSION, "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES TO OUR BOARD OF DIRECTORS, "FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019, AND "FOR" THE APPROVAL OF ANY ADJOURNMENTS OF THE ANNUAL MEETING.

        Holders of record of our common stock at the close of business on September 23, 2019 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings.

        Our stockholders must approve the Asset Sale for the Asset Sale to occur. Accordingly, regardless of the number of shares that you own, your vote is important. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, WE REQUEST THAT YOU AUTHORIZE YOUR PROXY TO VOTE YOUR SHARES BY EITHER MARKING, SIGNING, DATING AND PROMPTLY RETURNING THE PROXY CARD OR SUBMITTING YOUR PROXY OR VOTING INSTRUCTIONS BY TELEPHONE OR INTERNET. If you fail to vote in person or by proxy, the effect will be that the shares of common stock that you own will not be counted for purposes of determining whether a quorum is present but will have the same effect as a vote "against" the Asset Sale and "against" the Conversion.

        The approval of the Asset Sale is not contingent on the approval of the Conversion. However, the Conversion is contingent on the Asset Sale and will not be completed unless the Asset Sale is completed.

        We encourage you to read the enclosed proxy statement and accompanying annexes carefully and to submit a proxy or provide voting instructions to broker dealers holding shares on your behalf so that your shares of our common stock will be represented and voted even if you do not attend the Annual Meeting. If you have any


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questions or need assistance in submitting a proxy or voting instructions, please call our proxy solicitation agent, Broadridge Investor Communication Solutions, Inc., toll-free at 855-723-7822.

  By Order of the Board of Directors,

 

 

GRAPHIC

  Joshua J. Widoff
Managing Director,
Chief Legal Officer and Secretary

October 21, 2019


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EXPLANATORY NOTE ABOUT THIS PROXY STATEMENT

        This Proxy Statement is being furnished to you by the board of directors of Industrial Property Trust Inc. in connection with our board of directors' solicitation of proxies for the 2019 Annual Meeting. Recently, we announced that we had entered into a definitive merger agreement pursuant to which affiliates of Prologis, Inc. (NYSE: PLD) will acquire substantially all of our assets in an all cash transaction that includes 100% of our wholly owned real estate assets, but excludes our ownership interests in our Operating Partnership, IPT Holdco and our two unconsolidated joint venture partnerships. We also expect that our interests in certain non-property owning entities (collectively, the "Unrelated Entities"), which will continue to be used by the Company following the transaction with affiliates of Prologis, Inc., will be excluded from such transaction. This transaction requires the approval of our stockholders. Because we have not yet conducted our 2019 annual meeting of stockholders, our board of directors has decided to seek approval of the Prologis, Inc. transaction at our 2019 Annual Meeting, rather than conducting a separate special meeting to approve the transaction, thereby avoiding the need for two separate stockholder meetings. Therefore, our 2019 Annual Meeting and this Proxy Statement serve three purposes: (1) to seek stockholder approval of the transaction with affiliates of Prologis, Inc., (2) to seek stockholder approval of the conversion of the Company, as a legal entity, from a Maryland corporation to a Maryland real estate investment trust, and subsequent liquidation, winding up and dissolution of the Company, and (3) to conduct and dispose of customary annual meeting business, such as the annual election of directors. As a result, our board of directors is soliciting proxies to approve more items than is typical for an annual meeting, and it is critical that your vote be represented at this especially important annual meeting. Not voting is the same as a vote "against" the Prologis, Inc. transaction, and we encourage you to vote as soon as possible.


DEFINED TERMS

        As used in this Proxy Statement, the terms "Industrial Property Trust," "IPT," the "Company," "we," "our," or "us" refer to Industrial Property Trust Inc. and its consolidated subsidiaries, including Industrial Property Operating Partnership L.P., except where otherwise indicated. References to "Class A Shares" refer to our Class A Common Shares, $0.01 par value per share, and "Class T Shares" refer to our Class T Common Shares, $0.01 par value per share. In addition, references to "common shares" or "common stock" refer to both our Class A Shares and to our Class T Shares, either separately or collectively as the context may require, unless otherwise specified. References to subsidiaries "wholly owned" by the Company mean subsidiaries that are wholly owned by our Operating Partnership other than IPT Holdco, the Unrelated Entities and the Company's subsidiaries that hold its interests in the BTC Portfolio.

        We are including the following table of defined terms to facilitate your reading of this Proxy Statement.

Defined Term
  Definition
Location
 

Advisor

    1  

Advisory Agreement

    1  

Asset Sale

    1  

Asset Sale Consideration

    6  

BCG

    83  

Board of Directors

    2  

BTC Entities

    5  

BTC I

    76  

BTC II

    76  

BTC Interests

    8  

BTC Partnership Agreements

    8  

BTC Portfolio

    8  

BTC Sale Transaction

    47  

Code

    4  

Company Restricted Stock

    51  

Conversion

    2  

Declaration of Trust

    11  

Distribution Fees

    6  

Exchange Act

    45  

IPT Equity Incentive Plan

    75  

IPT Holdco

    13  

IPT Private Placement Equity Incentive Plan

    75  

Maryland REIT Law

    31  

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Defined Term
  Definition
Location
 

Merger Agreement

    1  

Merger Subs

    94  

Mergers

    4  

MGCL

    10  

New Advisor

    1  

New Holdcos

    94  

New Special Limited Partner

    8  

OP Units

    10  

Operating Partnership

    1  

Prologis

    1  

Plan of Conversion

    2  

QuadReal Limited Partner

    75  

Remaining Distribution Fees

    6  

Sale Subsidiaries

    98  

Securities Act

    45  

Special Distribution

    10  

Special Limited Partner

    6  

Special Partnership Units

    49  

Sponsor

    1  

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SUMMARY

    1  

The Parties to the Asset Sale

    1  

The Annual Meeting Basic Information

    2  

The Annual Meeting

    2  

The Asset Sale and the Merger Agreement

    4  

Asset Sale Consideration

    5  

Recommendations and Reasons for the Asset Sale

    6  

Opinion of Our Financial Advisor

    7  

Interests of Our Directors and Executive Officers in the Asset Sale

    8  

No Solicitation of Transactions

    9  

Conditions to the Asset Sale

    9  

Closing of the Asset Sale

    9  

Termination of the Merger Agreement

    9  

Termination Fees

    10  

No Dissenters' Rights of Appraisal

    10  

Treatment of Common Stock

    10  

Payment of Dividends

    10  

The Conversion

    10  

Material U.S. Federal Income Tax Consequences of the Conversion and the Asset Sale

    11  

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE PROPOSALS

    13  

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    24  

THE PARTIES TO THE ASSET SALE

    26  

THE ANNUAL MEETING

    27  

Date, Time and Purpose of the Annual Meeting

    27  

Record Date, Notice and Quorum

    27  

Required Vote

    27  

Proxies and Revocation

    29  

Postponements of the Annual Meeting

    29  

PROPOSAL 1—PROPOSAL TO APPROVE THE ASSET SALE

    30  

PROPOSAL 2—PROPOSAL TO APPROVE THE CONVERSION OF THE COMPANY FROM A MARYLAND CORPORATION TO A MARYLAND REAL ESTATE INVESTMENT TRUST

    31  

The Conversion

    31  

Reasons for the Conversion

    31  

Effects of the Conversion

    34  

Comparison of Rights of Stockholders

    34  

Effects of Not Approving the Conversion

    35  

Material U.S. Federal Income Tax Consequences of the Conversion

    35  

Conditions to the Conversion

    37  

Vote Required

    37  

PROPOSAL 3—PROPOSAL TO ELECT SIX DIRECTORS

    38  

PROPOSAL 4—RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    44  

PROPOSAL 5—PROPOSAL TO APPROVE ADJOURNMENTS OF THE ANNUAL MEETING

    46  

THE ASSET SALE

    47  

General Description of the Asset Sale

    47  

Election of the Asset Sale

    47  

The Asset Sale Consideration

    48  

The Special Distribution

    49  

Treatment of Company Restricted Stock in the Asset Sale

    50  

Suspension of Distribution Reinvestment Plan and Share Redemption Program

    51  

Background of the Asset Sale and the Related Transactions

    51  

Recommendations and Reasons for the Asset Sale

    61  

Opinion of our Financial Advisor

    63  

Certain Unaudited Prospective Financial Information of the Company

    68  

Interests of Our Directors and Executive Officers in the Asset Sale

    70  

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Sponsor Restructuring Transactions

    73  

Description of the Company Remaining After Closing

    75  

Material U.S. Federal Income Tax Consequences of the Asset Sale

    88  

THE MERGER AGREEMENT

    94  

Form, Effective Time and Closing of the Asset Sale

    94  

Formation of Merger Subs; Assignments; Asset Sale Holdcos. 

    95  

Asset Transfers

    95  

Organizational Documents of the Surviving Entities

    95  

Pre-Closing Transactions

    96  

Asset Sale Consideration; Effects of the Mergers

    96  

Representations and Warranties

    97  

Definition of "Company Material Adverse Effect"

    98  

Covenants and Agreements

    99  

Conditions to Completion of the Mergers and Asset Transfers

    113  

Termination of the Merger Agreement

    115  

Miscellaneous Provisions

    117  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    119  

Section 16(a) Beneficial Ownership Reporting Compliance

    119  

CORPORATE GOVERNANCE

    120  

Board Leadership Structure

    120  

Oversight of Risk Management

    120  

Code of Business Conduct and Ethics

    120  

Board and Committee Meetings

    121  

Stockholder and Interested Party Communications with Directors

    123  

EXECUTIVE OFFICERS

    124  

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    126  

Compensation of Directors

    126  

Executive Compensation

    126  

Compensation Committee Interlocks and Insider Participation

    127  

Equity Incentive Plans

    127  

IPT Private Placement Equity Incentive Plan

    128  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    129  

Interests of Our Directors and Executive Officers in the Asset Sale

    129  

The Advisory Agreement

    129  

Compensation to the Advisor

    130  

Dealer Manager Agreement

    131  

Property Management Agreement

    132  

BTC I, BTC II and Services Agreements

    132  

Holdings of Shares of Common Stock, OP Units and Special Partnership Units

    133  

Compensation to the Advisor and its Affiliates

    133  

Policies and Procedures for Review of Related Party Transactions

    135  

NO DISSENTERS' RIGHTS OF APPRAISAL

    136  

ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR THE 2020 ANNUAL MEETING

    136  

OTHER MATTERS

    136  

ADDITIONAL INFORMATION

    136  

Annex A—Amended and Restated Agreement and Plan of Merger

    A-1  

Annex B—Opinion of Morgan Stanley

    B-1  

Annex C-1—Declaration of Trust

    C-1  

Annex C-2—Plan of Conversion

    C-2  

Annex C-3—Articles of Conversion

    C-3  

Annex C-4—Declaration of Trust Marked to Reflect the Differences from the Company's Existing Charter

    C-4  

Annex C-5—Comparison of Rights of Stockholders Pre-Conversion and Post-Conversion

    C-5  

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SUMMARY

        This summary highlights only selected information from this Proxy Statement relating to the sale of substantially all of the assets of Industrial Property Trust Inc. pursuant to the Amended and Restated Agreement and Plan of Merger, dated August 20, 2019, among the Company, Prologis, L.P. and Rockies Acquisition LLC (the "Merger Agreement") and the other transactions contemplated by the Merger Agreement, which transactions, collectively, we refer to as the "Asset Sale." This summary does not contain all of the information about the Asset Sale. As a result, to understand more fully the Asset Sale, and for a more complete description of the legal terms of this transaction, you should read carefully this Proxy Statement in its entirety, including the annexes and the other documents to which we have referred you, including the Merger Agreement, attached as Annex A. Each item in this summary includes a page reference directing you to a more complete description of that item in this Proxy Statement.

The Parties to the Asset Sale (page 26)

    IPT Parties

Industrial Property Trust Inc.
518 Seventeenth Street, 17th Floor
Denver, CO 80202
(303) 228-2200

        Industrial Property Trust Inc., which we refer to as "IPT" or the "Company," is a Maryland corporation formed on August 28, 2012 to make investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. On July 24, 2013, the Company commenced an initial public offering of up to $2.0 billion in shares of its common stock, including up to $1.5 billion in shares of common stock in its primary offering and $500.0 million in shares offered under its distribution reinvestment plan. On June 30, 2017, the Company terminated the primary portion of its initial public offering. The Company commenced real estate operations in January 2014 in connection with the acquisition of its first property. As of June 30, 2019, the Company owned and managed, either directly or through our minority ownership interests in our joint venture partnerships, a total real estate portfolio that included 288 industrial buildings totaling approximately 50.0 million square feet located in 26 markets throughout the United States. We are sponsored by Industrial Property Advisors Group LLC, which we refer to as our "Sponsor," and our current advisor is Industrial Property Advisors LLC, which we refer to as our "Advisor." Our Sponsor is an affiliate of our Advisor. We rely on our Advisor to manage our day-to-day activities and to implement our investment strategy. We, our Advisor, and Industrial Property Operating Partnership LP, which we refer to as our "Operating Partnership," are parties to the Amended and Restated Advisory Agreement (2019), dated as of June 12, 2019, as amended on October 7, 2019, which we refer to herein as the "Advisory Agreement." In connection with certain restructuring transactions described under "The Asset Sale—Sponsor Restructuring Transactions," prior to closing the Asset Sale, our Advisor intends to assign the Advisory Agreement to our Sponsor, who will in turn contribute the Advisory Agreement, among other things, to IPT Advisor LLC, an affiliate of our Advisor (the "New Advisor"), who will serve as our advisor following the closing of the Asset Sale. For additional information about us and our business, see "Additional Information" beginning on page 136 in this Proxy Statement.

    Prologis Parties

Prologis, L.P.
Pier 1, Bay 1
San Francisco, CA 94111

        Prologis, L.P., a Delaware limited partnership that we refer to as "Prologis," is a direct subsidiary and the operating partnership of Prologis, Inc., the global leader in logistics real estate with a focus on key markets in 19 countries on four continents. As of June 30, 2019, Prologis, Inc. owned or had investments in, on a wholly-owned basis or through co-investment ventures, properties and development projects expected to total 786 million square feet (73 million square meters). Prologis, Inc. leases modern logistics facilities to a diverse base of approximately 5,100 customers.

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Rockies Acquisition LLC
Pier 1, Bay 1
San Francisco, CA 94111

        Rockies Acquisition LLC, which we refer to as "Merger Sub," is a newly formed Delaware limited liability company and wholly owned subsidiary of Prologis. Merger Sub was formed by Prologis in connection with the Merger Agreement.

The Annual Meeting Basic Information (page 27)

    Date & Time: December 11, 2019 at 10:00 a.m. Mountain Time

    Place: 518 Seventeenth Street, 17th Floor, Denver, CO 80202

    Record Date: September 23, 2019

The Annual Meeting (page 27)

    The Proposals

        At the Annual Meeting, you will be asked to approve:

    1.
    the Asset Sale (the approval of which is not conditioned on the approval of any other proposal);

    2.
    the conversion of the Company, as a legal entity, from a Maryland corporation to a Maryland real estate investment trust, as contemplated by the Plan of Conversion (the "Plan of Conversion") of Industrial Property Trust Inc. (the "Conversion");

    3.
    the election of the nominees to our board of directors (the "Board of Directors");

    4.
    the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

    5.
    any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to achieve a quorum or to approve the Asset Sale or the Conversion.

        The persons named in the proxy card also will have discretionary authority to vote on other business, if any, that properly comes before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

    Record Date, Notice and Quorum

        Only holders of record of our shares of common stock as of the close of business on September 23, 2019 (the "record date"), or their duly appointed proxies, are entitled to receive notice of, to attend and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. The only class of shares that can be voted at the Annual Meeting is common stock of the Company. On the record date, 177,998,231.368 shares of our common stock were outstanding and entitled to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

        You will have one vote for each share of our common stock that you owned as of the record date.

        The holders of a majority of the shares of our common stock entitled to vote that were outstanding as of the close of business on the record date, present in person or represented by proxy, will constitute a quorum for purposes of the Annual Meeting. Broker "non-votes," if any, are also counted as present for purposes of determining a quorum. A quorum is necessary to transact business at the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting until a quorum has been obtained.

    Required Vote

        The required vote for the proposals you will be asked to approve is as follows:

    approval of the Asset Sale requires the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding and entitled to vote on the proposal;

    approval of the Conversion requires the affirmative vote of at least a majority of the shares of our common stock outstanding and entitled to vote on the proposal;

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    election of each of the nominees to our Board of Directors requires the affirmative vote of the holders of at least a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting;

    ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the votes cast by holders of our common stock on the proposal; and

    approval of any adjournments of the Annual Meeting requires the affirmative vote of a majority of the votes cast by holders of our common stock on the proposal.

        As of the record date, there were approximately 177,998,231.368 shares of our common stock outstanding.

        Abstentions and the failure by stockholders of record to attend the Annual Meeting and vote or authorize a proxy to vote their shares at the Annual Meeting will have the following effects:

    as a vote "against" approval of the (i) Asset Sale and (ii) the Conversion;

    in the case of abstentions only, as a vote "against" the election of each of the nominees to our Board of Directors; and

    no effect on (i) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and (ii) the approval of any adjournments of the Annual Meeting.

        Brokerage firms or banks holding shares of our common stock or limited voting stock in "street name" may not vote shares of our common stock on proposals to approve the Asset Sale or the Conversion, to elect each of the nominees to our Board of Directors, or on the approval of any adjournments of the Annual Meeting, absent instruction from you, although they may vote such shares of our common stock on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Consequently, broker "non-votes," if any, are counted as present at the Annual Meeting. Unless you attend the Annual Meeting in person with a properly executed legal proxy from your broker or other nominee, your failure to provide instructions will result in your shares not being voted on certain proposals, with the same result as a vote "against" the Asset Sale, "against" the Conversion, "against" the election of each of the nominees to our Board of Directors, and with no effect on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 or the approval of any adjournments of the Annual Meeting.

    How to Authorize a Proxy

        Stockholders may vote their shares of common stock in the Company in person at the Annual Meeting or by proxy in one of four ways: (i) by signing, dating and mailing the proxy card in the postage-paid envelope provided, (ii) over the Internet, at the website provided on the enclosed proxy card, (iii) by touch-tone telephone at the toll-free number provided on the enclosed proxy card, or (iv) by telephone at 800-690-6903.

    Proxies and Revocation

        You may revoke your proxy at any time prior to its exercise by delivering a written notice of revocation, prior to the Annual Meeting, to our Managing Director, Chief Legal Officer and Secretary, Mr. Joshua J. Widoff, at 518 Seventeenth Street, 17th Floor, Denver, Colorado 80202, properly signing, dating and mailing a new proxy card to our Secretary, dialing the toll-free number provided in the proxy card and in this Proxy Statement to authorize your proxy again, logging on to the Internet site provided in the proxy card and in this Proxy Statement to authorize your proxy again, or by attending the Annual Meeting to vote your shares in person.

    Solicitation of Proxies

        Our directors, officers and other employees may solicit proxies in person, by telephone, electronically, by mail or other means, but they will not be specifically compensated for these services. Brokerage firms, banks or other nominees will be reimbursed by us for expenses they incur in forwarding proxy material to obtain voting instructions from beneficial stockholders. We have also engaged Broadridge Investor Communication Solutions, Inc. ("Broadridge") to assist in the solicitation of proxies for a fee of approximately $85,000 and reimbursement of out-of-pocket expenses. The total cost of solicitation of proxies will be borne by us.

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The Asset Sale and the Merger Agreement (pages 47 and 94)

        The Merger Agreement provides that, subject to the satisfaction or waiver of certain customary and other closing conditions:

    Merger Sub or a to-be-formed Delaware limited liability company that is a wholly owned subsidiary of an affiliate of Prologis ("Alternative Merger Sub") will merge with and into a to-be-formed Delaware limited liability company and wholly owned subsidiary of IPT Holdco ("New Holdco 1"), with New Holdco 1 being the surviving company ("Surviving Entity 1") in such merger;

    a to-be-formed Delaware limited liability company that is an affiliate of Prologis ("Merger Sub 2") will merge with and into a to-be-formed Delaware limited liability company and wholly owned subsidiary of IPT Holdco ("New Holdco 2"), with New Holdco 2 being the surviving company ("Surviving Entity 2") in such merger (such merger transactions described in the first bullet above and this bullet, collectively, the "Mergers" and each, a "Merger"); and

    IPT Holdco will (i) form one or more wholly owned Delaware limited liability companies (each, an "Asset Sale Holdco"), (ii) contribute one or more asset-owning entities to such Asset Sale Holdco, and (iii) sell each Asset Sale Holdco to Prologis or an affiliate of Prologis (treating as an affiliate of Prologis for such purposes one or more entities that are, or are wholly owned by, a "qualified intermediary" or "exchange accommodation titleholder" that is acting on behalf of an affiliate of Prologis) as part of one or more "like-kind exchanges" under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code") (such sale, an "Asset Transfer" and together with the Mergers and the other transactions contemplated by the Merger Agreement, the "Asset Sale").

        The following illustration shows the basic structure of the Company before the Asset Sale:

GRAPHIC

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        The following illustration shows the basic structure of the Company after the Asset Sale, the Special Distribution and the Conversion:

GRAPHIC

        The Company expects to adopt a plan of liquidation for U.S. federal income tax purposes immediately prior to closing the Asset Sale so that the plan of liquidation applies to the Company following the closing. In general, the U.S. federal income tax rules require the Company to complete its liquidation within 24 months following adoption of a plan of liquidation. If, at the end of the 24-month period, the Company has not sold all of its assets and distributed all of the proceeds to its stockholders, the Company intends to complete its tax liquidation by electing to be treated as a partnership for U.S. federal income tax purposes (but, assuming the Conversion is approved as described herein, the Company does not expect that it would change its legal form in connection with the tax liquidation). For additional information, see "The Asset SaleMaterial U.S. Federal Income Tax Consequences of the Asset Sale" on page 88 in this Proxy Statement.

Asset Sale Consideration (page 48)

        In connection with the Asset Sale and in accordance with the terms of the Merger Agreement, Prologis will pay aggregate consideration to IPT Holdco equal to: (1) $2,371,500,000; minus (2) the aggregate amount actually drawn under Operating Partnership's revolving credit facility as permitted by the Merger Agreement to provide ongoing working capital for the Company and (i) IPT BTC I LP LLC, IPT BTC I GP LLC, IPT BTC II LP LLC, IPT BTC II GP LLC, (ii) the BTC Portfolio, (iii) the direct and indirect subsidiaries of the BTC Portfolio and (iv) any direct or indirect subsidiary of the Company established to hold the equity interests in any of the entities set forth in clause (i) (collectively, the "BTC Entities") following the closing of the Asset Sale (which amount is currently expected to be approximately $57.0 million); plus (3) the aggregate amount of out-of-pocket costs paid or incurred by the Company and its subsidiaries in connection with (i) the formation of more than one New Holdco entity and engaging in more than one contribution transaction as requested by Prologis and (ii) engaging in more than one merger and the Asset Transfers in the Asset Sale (which amount is currently expected to be approximately $1.0 million); plus (4) the payoff amount as of the date of closing of the Asset Sale of all indebtedness of the Company, Operating Partnership and any other subsidiary of the Company that is not acquired by Prologis in the Asset Sale (which amount is currently expected to be approximately $906.0 million); plus (5) the amount of all expenses paid or incurred by the Company and its subsidiaries in connection with the

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Mergers, the Asset Transfers and the other transactions contemplated by the Agreement and Plan of Merger, dated as of July 15, 2019 (the "Original Merger Agreement"), by and among the Company, Prologis and Merger Sub, or the Merger Agreement that would have been payable or borne by the Company or any of its subsidiaries if the Company was merged with Merger Sub as provided in the Original Merger Agreement including (A) the amount of any expenses that were incurred as a result of amending and restating the Original Merger Agreement and (B) transaction costs payable by the Company or any of its subsidiaries to the persons or entities set forth in the Company disclosure letter (which amount is currently expected to be approximately $37.1 million); minus (6) the closing net working capital amount (as defined below) (which amount is currently expected to be ($24.7 million), so the absolute amount would be added (the resulting amount, the "Asset Sale Consideration").

        Based on the above, the aggregate net consideration Prologis would pay to IPT Holdco in the Asset Sale is expected to be approximately $3.28 billion. Our Operating Partnership expects to make an aggregate distribution of approximately $2.26 billion to the Company and, assuming a closing of the Asset Sale on January 8, 2020, approximately $57.7 million to the sole holder of Special Partnership Units in our Operating Partnership (the "Special Limited Partner"). From the distribution it receives, the Company expects to pay the New Advisor approximately $24.8 million as the "Asset Management Fee" payable in accordance with the Advisory Agreement upon a sale and make a distribution to its stockholders of approximately $12.54 per share of common stock, assuming a closing of the Asset Sale on January 8, 2020. Consistent with distributions historically made by the Company, the cash distribution actually paid to holders of Class T Shares will be net of up to the aggregate amount of the Distribution Fees that would be reallowed by the Dealer Manager to broker dealers if the shares had remained outstanding pursuant to the terms of the Dealer Manager Agreement ("Remaining Distribution Fees") that are attributable to each Class T Share, which Remaining Distribution Fees will be paid by the Company at a discounted rate following the closing of the Asset Sale. The "Distribution Fees" are equal to one percent per annum of the estimated per share value of Class T Shares, accrued daily. For more information about the Distribution Fees due to broker dealers, see "Certain Relationships and Related Transactions—Dealer Manager Agreement" on page 131 in this Proxy Statement.

        As a result of the Asset Sale, all holders of our common stock will continue to hold their shares in the Company, and the Company's remaining assets will primarily consist of its interests in the BTC Portfolio. Based on the most recent estimated net asset value of the BTC Portfolio of $1.08 per share as of November 30, 2018, and after taking into account the increase in the Special Distribution resulting from the Sponsor Restructuring Transactions, the value of the BTC Interests after the completion of the Asset Sale would have been approximately $0.72 per share. The estimated net asset value per share is expected to be updated on or before the closing of the Asset Sale and the amount you may receive may be less than expected as there can be no assurance as to the value that the Company may ultimately realize from these interests, the timing of when such interests might be liquidated or the resulting impact of the Sponsor Restructuring Transactions.

Recommendations and Reasons for the Asset Sale (page 61)

        The Company's Board of Directors has determined that the Asset Sale is advisable and in the best interests of the Company and the Company's stockholders based on a review of a number of factors, including, among others:

    our Board of Directors' knowledge of the business, operations, financial condition, earnings and prospects of the Company, as well as its knowledge of the current and prospective environment in which the Company operates, including certain economic and market conditions;

    favorable conditions for sale transactions in the industrial real estate markets generally and industrial real estate in particular, including prices for industrial real estate assets being at or near historical highs with capitalization rates at or near historical lows, the low interest rate environment and the possibility that interest rates may rise in the near future;

    the fact that the price to be paid by Prologis was the highest price received from knowledgeable and financially capable bidders;

    our ability to terminate the Merger Agreement, under certain circumstances, in order to enter into a definitive agreement providing for a superior proposal if our Board of Directors determines, after consultation with advisors and after taking into account any changes to the terms of the Merger Agreement proposed by Prologis, that the superior proposal continues to be a superior proposal, upon payment of a

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      termination fee of $65.0 million (which termination fee increases to $96.0 million if stockholder approval is not obtained on or before January 15, 2020);

    the high probability that the Asset Sale would be completed based on, among other things, Prologis's size, financial liquidity and proven ability to complete large acquisition transactions on agreed terms, including its recent acquisition of DCT Industrial Trust Inc., and Prologis's extensive ownership, development and operating experience in the real estate industry generally and the industrial real estate sector in particular;

    the fact that no public trading market currently exists for our common stock and that the form of consideration to be paid to our common stockholders via the Special Distribution following the Asset Sale is cash, thereby providing our common stockholders with the certainty of the value of their consideration and the ability to realize immediate value for almost all of their investment;

    the willingness of Prologis to structure the transaction to permit us to exclude the BTC Interests, which allows us to continue to pursue our investment strategy with respect to the BTC Interests to realize value with respect to these interests at the optimal time and in the optimal manner, including by a sale or sales to our joint venture partner or to one or more third parties, as determined by our Board of Directors;

    the terms and conditions of the Merger Agreement, which were reviewed by our Board of Directors in consultation with our advisors, and the fact that such terms were derived from arm's-length negotiations among the parties;

    the opinion, dated August 20, 2019, of Morgan Stanley & Co. LLC ("Morgan Stanley") to our Board of Directors as to the fairness, from a financial point of view and as of such date, to IPT Holdco of the $3.99 billion aggregate consideration to be received in the Asset Sale by IPT Holdco pursuant to the Merger Agreement, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations on the review undertaken as more fully described in the section entitled "The Asset Sale—Opinion of Our Financial Advisor" on page 63 in this Proxy Statement; and

    the fact that the Asset Sale would be subject to the approval of our common stockholders, and our common stockholders would be free to reject the Asset Sale by voting against the Asset Sale for any reason, including if a higher offer were to be made prior to the stockholders meeting (although we may be required to pay a termination fee if we subsequently were to enter into a definitive agreement relating to and consummate an acquisition proposal under certain circumstances).

        The foregoing discussion of the factors considered by our Board of Directors is not intended to be exhaustive, but rather includes some of the material factors considered. For additional information, see "The Asset Sale—Recommendations and Reasons for the Asset Sale."

        Our Board of Directors has unanimously approved the Asset Sale and unanimously recommends that our stockholders vote "FOR" the approval of the Asset Sale and "FOR" the approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to achieve a quorum or to approve the Asset Sale.

Opinion of Our Financial Advisor (page 63)

        Our Board of Directors retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the Asset Sale. As part of this engagement, our Board of Directors requested that Morgan Stanley evaluate the fairness from a financial point of view of the Aggregate Consideration (as defined herein) to be received by IPT Holdco pursuant to the Asset Sale. On August 20, 2019, at a meeting of our Board of Directors, Morgan Stanley rendered to our Board of Directors its oral opinion, which was subsequently confirmed in writing by delivery of a written opinion to our Board of Directors, dated August 20, 2019, that, as of such date and based upon and subject to the various directions and assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Aggregate Consideration to be received by IPT Holdco pursuant to the Merger Agreement was fair from a financial point of view to IPT Holdco.

        The full text of the written opinion of Morgan Stanley, dated August 20, 2019, is attached to this Proxy Statement as Annex B and is hereby incorporated by reference into this Proxy Statement in its entirety. The opinion sets forth, among other things, the various directions and assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion of Morgan Stanley in this Proxy Statement is qualified in

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its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Morgan Stanley's opinion and the section below titled "The Asset Sale—Opinion of our Financial Advisor" beginning on page 63 of this Proxy Statement summarizing Morgan Stanley's opinion carefully and in their entirety. Morgan Stanley's opinion was directed to our Board of Directors, in its capacity as such, and addresses only the fairness from a financial point of view of the Aggregate Consideration to be received by IPT Holdco pursuant to the Merger Agreement, as of the date of the opinion, and does not address any other aspects or implications of the Asset Sale. It was not intended to, and does not, constitute advice or a recommendation as to how any stockholder of the Company should act or vote in connection with any of the transactions contemplated by the Merger Agreement.

Interests of Our Directors and Executive Officers in the Asset Sale (page 70)

        Our executive officers and directors may have interests in the Asset Sale that are different from, or in addition to, yours, including the following:

    Because we and our Operating Partnership will survive the Asset Sale and continue operating after the closing of the Asset Sale, with our assets primarily consisting of our interests in Build-To-Core Industrial Partnership I LP and Build-To-Core Industrial Partnership II LP (together, the "BTC Portfolio"), our directors and executive officers will have certain interests in the Company after the closing, including:

    our directors and officers will continue to serve in such roles following closing of the Asset Sale, with our directors entitled to continued compensation for serving in such role;

    the New Advisor will continue to serve as our external advisor pursuant to the Advisory Agreement, entitling the New Advisor to the continued fees and compensation set forth in the Advisory Agreement, including the continued right to receive an asset management fee upon asset dispositions;

    IPT Advisor LLC, an affiliate of the Special Limited Partner (the "New Special Limited Partner"), will continue to hold special limited partnership units in our Operating Partnership, entitling the New Special Limited Partner, at its option, either to have its Special Partnership Units redeemed by the Company upon the disposition of our interests in the BTC Portfolio (the "BTC Interests") and any other assets of the Company in the future or to receive 35% of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, which is a higher percentage than the Special Limited Partner was entitled to receive prior to the amendment of the limited partnership agreement of the Operating Partnership adopted in connection with the Sponsor Restructuring Transactions (as defined below). See "The Asset Sale—Sponsor Restructuring Transactions" for more information;

    immediately following the closing of the Asset Sale and the payment of the Special Distribution, in exchange for an in-kind capital contribution of certain intellectual property rights by the New Special Limited Partner to the Operating Partnership, the New Special Limited Partner will receive a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of such contributed intellectual property rights. The New Special Limited Partner will, as the holder of the preferred equity capital interests, be entitled to receive $10.0 million of distributions from our Operating Partnership before the shareholders of the Company receive any distributions and after any distribution necessary to maintain REIT status. See "The Asset Sale—Sponsor Restructuring Transactions" for more information;

    affiliates of our Advisor will continue to serve as external managers of the BTC Portfolio, entitling such affiliates to the continued compensation and fees set forth in the separate advisory agreements with our subsidiaries that serve as general partners of the BTC Portfolio; and

    affiliates of our Advisor will continue to hold a special limited partnership interest in each BTC Partnership, entitling such affiliates to the rights to receive certain distributions under the terms of the joint venture agreements governing the BTC Portfolio (the "BTC Partnership Agreements").

    At closing, we will be obligated to pay the New Advisor the "Asset Management Fee" payable to the New Advisor in accordance with the Advisory Agreement, which amount is equal to 0.6203% of the "Contract Sales Price," which is the sum of the amount paid for the asset or assets, including the real estate, plus any debt or liabilities assumed, and is estimated to be $24.8 million. Pursuant to certain restructuring

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      transactions with our Sponsor described in additional detail under "The Asset Sale—Sponsor Restructuring Transactions" (such transactions, the "Sponsor Restructuring Transactions"), the amount of the Asset Management Fee payable in connection with the Asset Sale was reduced by approximately $75.0 million, and affiliates of our Advisor will receive a greater interest in the Company following the closing of the Asset Sale.

    Following the closing, our Operating Partnership will make a distribution of approximately $57.7 million to the New Special Limited Partner in respect of its Special Partnership Units in accordance with the limited partnership agreement of our Operating Partnership, assuming a closing of the Asset Sale on January 8, 2020. If the closing is later than such assumed date, the expected distribution to the New Special Limited Partner would decrease, but we do not expect that the amount of any such decrease would be material. The New Special Limited Partner will retain its Special Partnership Units after the closing of the Asset Sale and such distribution, which Special Partnership Units will be entitled to receive a higher percentage of distributions made by our Operating Partnership, including with respect to the disposition of our interests in the BTC Portfolio and any other assets of the Company in the future as the result of the Sponsor Restructuring Transaction as described under "The Asset Sale—Sponsor Restructuring Transactions."

    The independent directors of our Board of Directors unanimously approved the payment to our Advisor of all applicable fees and expenses provided for under the Advisory Agreement, including any "excess amount" (as described in our charter) to which our Advisor otherwise would not be entitled, and unanimously approved the Sponsor Restructuring Transactions.

    The Dealer Manager may receive a certain portion of the Remaining Distribution Fees, such as when the Dealer Manager retains Distribution Fees not reallowed to broker dealers, either because there is no longer a broker dealer of record or they are not entitled to a reallowance under the terms of their selected dealer agreement.

No Solicitation of Transactions (page 106)

        The Merger Agreement contains restrictions on our ability to solicit or engage in discussions or negotiations with a third party regarding specified transactions involving us or our subsidiaries. Notwithstanding these restrictions, under certain circumstances and subject to certain conditions, our Board of Directors may respond to an unsolicited written acquisition proposal or terminate the Merger Agreement and enter into an acquisition agreement with respect to a superior proposal. Upon entering into an agreement for a transaction that constitutes a superior proposal, we will be obligated to pay a termination fee to Prologis as described below under "—Termination Fee and Expenses."

Conditions to the Asset Sale (page 113)

        The completion of the Asset Sale is subject to certain conditions. These conditions include, among others:

    receipt of the approval of the Asset Sale by the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on the proposal (which approval is being sought at the Annual Meeting); and

    other customary closing conditions set forth in the Merger Agreement.

Closing of the Asset Sale

        We expect to complete the Asset Sale in the first quarter of 2020. The Asset Sale is subject to various conditions, and it is possible that factors outside our control could result in the Asset Sale being completed at a later time, or not at all. There may be a substantial amount of time between the Annual Meeting and the completion of the Asset Sale.

Termination of the Merger Agreement (page 115)

        The Merger Agreement may be terminated and the Asset Sale contemplated thereby may be abandoned at any time prior to the effective time of the Asset Sale, under certain specified circumstances. For additional details regarding the termination of the Merger Agreement see "The Merger Agreement—Termination of the Merger Agreement."

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Termination Fees (page 117)

        Upon a termination of the Merger Agreement, under certain circumstances, we will be required to pay to Prologis a termination fee of $65.0 million (or if the approval of the Company's stockholders is not obtained on or before January 15, 2020, then the termination fee will be $96.0 million). For additional details regarding the payment of termination fees upon a termination of the Merger Agreement see "The Merger Agreement—Termination of the Merger Agreement—Termination Fee Payable by the Company to Prologis."

No Dissenters' Rights of Appraisal (page 136)

        Holders of our common stock are not entitled to dissenters' or appraisal rights and may not exercise the rights of objecting stockholders to receive the fair value of their shares in connection with the Asset Sale or the Conversion because, as permitted by the Maryland General Corporation Law (the "MGCL"), our charter provides that stockholders shall not be entitled to exercise any appraisal rights unless our Board of Directors, upon the affirmative vote of a majority of our Board of Directors, determines that such rights apply.

Treatment of Common Stock (page 92)

        Pursuant to the terms and subject to the conditions and limitations set forth in the Merger Agreement, common stockholders will receive consideration from the Asset Sale in the form of a special distribution from the Company (the "Special Distribution") in cash in an amount equal to such stockholder's pro rata share of the net total consideration, which is expected to be approximately $12.54 per share if the stockholder continues to hold its common stock through the effective time of the Asset Sale, as further described below under "The Asset Sale—The Asset Sale Consideration." Consistent with distributions historically made by the Company, the cash distribution actually paid to holders of Class T Shares will be net of up to the aggregate amount of the Remaining Distribution Fees that are attributable to each Class T Share, which Remaining Distribution Fees will be paid by the Company at a discounted rate following the closing of the Asset Sale. As a result of the Asset Sale, the Company will continue to exist, its primary assets will consist of its interests in the BTC Portfolio, our stockholders will continue to own their shares of common stock of the Company (except that Class T Shares will be converted to Class A Shares on a one-for-one basis as a result of the payment of the Remaining Distribution Fees) and the Company will convert from a Maryland corporation to a Maryland real estate investment trust ("REIT") if our stockholders approve the Conversion proposal.

Payment of Dividends

        We have agreed that any dividend on our common stock will require Prologis's written consent other than (i) the Company's regular daily dividends aggregated and paid quarterly in accordance with past practice at a daily rate that equates to a quarterly rate not to exceed $0.1425 per share through the business day immediately preceding the closing of the Asset Sale, (ii) the declaration and payment of regular distributions that are required to be made in respect of any "Partnership Unit," as defined in the Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of August 14, 2015, as such agreement may be amended from to time (such units, the "OP Units"), (iii) the declaration and payment of dividends or other distributions by any directly or indirectly wholly owned subsidiary of the Company to its parent entity, (iv) distributions by any subsidiary of the Company or other entity in which the Company owns an interest that is not wholly owned, directly or indirectly, by the Company, in accordance with the organizational documents of such subsidiary of the Company or other entity in which the Company owns an interest and (v) the declaration and payment of any distributions of proceeds resulting from any BTC Sale Transaction. Notwithstanding the restrictions on dividends and other distributions in the previous sentence, the Company and its subsidiaries are permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity level income or excise tax under the Code.

The Conversion (page 31)

        The proposed Conversion is the conversion of the Company, as a legal entity, from a Maryland corporation to a Maryland REIT following the completion of the Asset Sale, as contemplated by the Plan of Conversion attached hereto as Annex C-2. Other than stockholder approval, completion of the Asset Sale and payment of the Special Distribution, there are no conditions required to convert to a Maryland REIT, which will be accomplished by causing the filing of a new declaration of trust and articles of conversion with the State of Maryland to effect

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our conversion to a Maryland REIT form of organization. We would not complete the Conversion unless and until the Asset Sale is completed and the Special Distribution has been paid. Following the Conversion, we would continue as a Maryland REIT governed by a new declaration of trust and Maryland REIT Law and possessing all of the rights, privileges and obligations of the Company prior to the effectiveness of the Conversion, including all of the Company's assets and liabilities remaining after completion of the Asset Sale, which will primarily consist of our interests in the BTC Portfolio. However, we are not required to complete the Conversion even if our stockholders approve it, and our Board of Directors may determine that the Conversion should be abandoned before it is completed.

        Upon effectiveness of the Conversion, by virtue of the Conversion and without further action on the part of the Company or our stockholders, each outstanding Class A Share will cease to exist as stock in the Company as a Maryland corporation and will then exist as one share of Class A beneficial interest in the Company existing as a Maryland REIT (and prior to the effectiveness of the Conversion, each Class T Share will have converted to one Class A Share as a result of the payment of the Remaining Distribution Fees, so there will be no Class T Shares outstanding at the time of the Conversion). Our declaration of trust (the "Declaration of Trust") will be substantively identical to our existing charter, except that, unlike our existing charter, the Declaration of Trust will not require stockholder approval of sales or other dispositions of all or substantially all of the Company's assets or the dissolution or liquidation of the Company. In addition, the Declaration of Trust will only provide for shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company) as each Class T Share will have converted to one Class A Share prior to the effectiveness of the Conversion, as described above.

        We are seeking stockholder approval of the Conversion in order to give our Board maximum flexibility following completion of the Asset Sale to realize the value of the BTC Interests in the future at the optimal time and in the optimal manner as determined by our Board of Directors or as may be required by the terms of the BTC Partnership Agreements, while avoiding the additional costs, delays and risks of seeking one or more additional stockholder approvals for us to do so. After completion of the Asset Sale, our assets will primarily consist of the BTC Interests. Therefore, any sale of the BTC Interests after completion of the Asset Sale would be considered, for purposes of the MGCL, to be a sale of all or substantially all of our assets that requires further approval of our stockholders and may be subject to the requirement in our charter that stockholders approve certain liquidations. In addition, our Board of Directors expects to adopt a plan of liquidation for U.S. federal income tax purposes which we will be required to complete within 24 months following adoption. If, at the end of the 24-month period, we have not sold all of our assets and distributed all of the proceeds to our stockholders, we would be required to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the creation of, and transfer of our remaining assets to, a liquidating trust that we subsequently distribute to our stockholders. We would be required by the MGCL to obtain stockholder approval at that time for any such conversion of our organizational form, even though we would be required to do so as part of our tax plan of liquidation. As a Maryland REIT, however, we would not be required to obtain stockholder approval for a sale of all or substantially all of our assets or dissolve the Company (unless such provisions are included in our Declaration of Trust, which, as discussed above, they would not be). Moreover, as a Maryland REIT we would have no need to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the creation of, and transfer of our remaining assets to, a liquidating trust, if at the end of 24 months we have not sold or disposed of the BTC Interests and dissolved and wound-up the company by that time. Therefore, converting from a Maryland corporation to a Maryland REIT would permit us to avoid additional costs, delays and risks of seeking one or more stockholder approvals in the future in connection with a sale of the BTC Interests that otherwise could reduce the amount received by our stockholders on a sale of the BTC Interests and introduce additional transaction risk to any potential buyer of the BTC Interests. Following the Asset Sale and the Conversion, we generally do not expect that our directors or officers will change, and an affiliate of our Advisor will continue to serve as our external advisor.

Material U.S. Federal Income Tax Consequences of the Conversion and the Asset Sale (page 88)

        The Company intends to treat the Asset Sale as a taxable sale pursuant to a plan of liquidation for U.S. federal income tax purposes. Provided that the Company continues to qualify as a REIT, distributions made pursuant to plan of liquidation will generally be treated as dividends paid for purposes of computing the Company's dividends paid deduction, therefore the Company believes that it will not be subject to U.S. federal

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corporate income tax on gain recognized in connection with the Asset Sale. Generally, the Special Distribution will be taxable to U.S. Holders. A U.S. Holder will recognize gain or loss equal to the difference between the adjusted tax basis in the U.S. Holder's shares of the Company's common stock and the fair market value of the portion of the Special Distribution distributed to the U.S. Holder. The taxation of any gain or loss will depend on the circumstances of each U.S. Holder, among other things. For more information, including the U.S. federal income tax consequences of the Asset Sale to tax-exempt U.S. Holders and non-U.S. Holders, see "Material U.S. Federal Income Tax Consequences of the Asset Sale."

        The Conversion should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an "F Reorganization") and generally should not represent a taxable transaction to the Company for U.S. federal income tax purposes. Assuming that the Conversion qualifies as a tax-free F Reorganization, U.S. Holders (as defined below) should not recognize any gain or loss on the Conversion. For more information, including the U.S. federal income tax consequences of the Conversion to tax-exempt U.S. Holders and non-U.S. Holders, see "Material U.S. Federal Income Tax Consequences of the Conversion."

        Stockholders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any other U.S. federal, state, local or non-U.S. income and other tax laws) of the Asset Sale and the Conversion.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE PROPOSALS

        The following questions and answers address briefly some questions you may have regarding the Annual Meeting and the proposals being considered at the Annual Meeting. These questions and answers may not address all information that may be important to you as a stockholder. Please refer to the more detailed information contained elsewhere in this Proxy Statement, including the Merger Agreement, a copy of which is attached as Annex A.

Q:
Why am I receiving this Proxy Statement?

A:
This Proxy Statement is furnished by our Board of Directors in connection with our Board of Directors' solicitation of proxies for the 2019 Annual Meeting to be held at 518 Seventeenth Street, 17th Floor, Denver, CO 80202, on December 11, 2019 at 10:00 a.m. Mountain Time, and any adjournments or postponements thereof. At the Annual Meeting, stockholders will be asked to approve: (i) the Asset Sale, (ii) the Conversion, (iii) the election of each of the nominees to our Board of Directors, (iv) the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and (v) any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the Annual Meeting to achieve a quorum or to approve the Asset Sale or the Conversion.

Q:
What is the proposed transaction?

A:
The proposed transaction—the Asset Sale—is a sale of all of the Company's wholly owned subsidiaries (other than our Operating Partnership, IPT Real Estate Holdco LLC ("IPT Holdco") and the BTC Entities) pursuant to the Merger Agreement, to affiliates of Prologis in exchange for a cash payment, which total consideration amount we estimate will be $3.28 billion.

Q:
What are the effects of the proposed transaction?

A:
As a result of the Asset Sale, the Company will continue to exist, with its primary assets being its interests in the BTC Portfolio, and you will receive a special distribution of the net proceeds from the Asset Sale and continue to hold shares of common stock in the Company. If you currently hold Class T Shares, your Class T Shares will be converted to Class A Shares on a one-for-one basis as a result of the payment of the Remaining Distribution Fees as described above under "Summary—Asset Sale Consideration".

For additional information about the Asset Sale, please review the Merger Agreement attached to this Proxy Statement as Annex A and incorporated herein by reference. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the principal document governing the Asset Sale.

Q:
As a stockholder of the Company, what will I receive as a result of the Asset Sale?

A:
Holders of our shares of common stock will receive, in the form of a special distribution from the Company, an amount in cash equal to each stockholder's pro rata share of the net total consideration, which is currently estimated to be approximately $12.54 per share, without interest and less applicable withholdings and taxes, based on an assumed closing date of January 8, 2020. Consistent with distributions historically made by the Company, the cash distribution actually paid to holders of Class T Shares will be net of up to the aggregate amount of the Remaining Distribution Fees that are attributable to each Class T Share, which Remaining Distribution Fees will be paid by the Company at a discounted rate following the closing of the Asset Sale.

In addition to the above, you will also retain your shares in the Company, which, following completion of the Asset Sale, will continue to hold our interests in the BTC Portfolio, except that, as a result of the payment of the Remaining Distribution Fees, each Class T Share will be converted to one Class A Share. Based on the most recent estimated net asset value of the BTC Portfolio of $1.08 per share as of November 30, 2018, and after taking into account the increase in the Special Distribution resulting from the Sponsor Restructuring Transactions, the value of the BTC Interests after the completion of the Asset Sale would have been approximately $0.72 per share. The estimated net asset value per share is expected to be updated on or before the closing of the Asset Sale and the amount you may receive may be less than expected as there can be no assurance as to the value that the Company may ultimately realize from these interests, the timing of when such interests might be liquidated or the resulting impact of the Sponsor Restructuring Transactions. In addition, if the Conversion is approved, following completion of the Asset Sale we will convert from a Maryland corporation to a Maryland real estate investment trust as described below.

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Q:
Will the Company continue to pay distributions prior to the effective time of the Asset Sale?

A:
As permitted by the Merger Agreement, we currently expect to continue to pay regular daily dividends, aggregated and paid quarterly, consistent with past practice, subject to the approval of our Board of Directors, at a daily rate that equates to a quarterly rate not to exceed $0.1425 share of common stock through the business day immediately preceding the closing of the Asset Sale.

Q:
When do you expect the Asset Sale to be completed?

A:
We expect to complete the Asset Sale in January 2020. However, the Asset Sale is subject to various conditions, and it is possible that factors outside the Company's control could result in the Asset Sale being completed at a later time, or not at all. There may be a substantial amount of time between the Annual Meeting and the completion of the Asset Sale.

Q:
If the Asset Sale is completed, when can I expect to receive the consideration from the Asset Sale for my shares?

A:
We expect the Special Distribution will be paid within five business days following the closing date of the Asset Sale to our stockholders of record as of the close of business on the day immediately prior to the closing date of the Asset Sale. For more detail about the net amount to be distributed in the Special Distribution, see "The Asset Sale—The Asset Sale Consideration" on page 48 in this Proxy Statement.

Q:
Will the Company continue to pay distributions following the Asset Sale?

A:
Following the Asset Sale, we generally do not expect to pay dividends, except as necessary to maintain our REIT status. We do not currently anticipate making any further distributions in 2020 following the Special Distribution.

Q:
What will happen to the Company and my shares of stock following the Asset Sale?

A:
After completion of the Asset Sale and the Special Distribution, our assets will primarily consist of the BTC Interests. The BTC Interests are minority ownership interests in two joint venture partnerships that we will directly or indirectly manage, that, as of June 30, 2019, consisted of 72 properties totaling approximately 18.0 million square feet, which consisted of: 52 acquired or completed buildings, eight buildings under construction, 11 buildings in pre-construction phase and one land parcel. Because we and our Operating Partnership, as legal entities, will survive the Asset Sale, our Board and executive officers will not change as a result of the Asset Sale. In addition, an affiliate of our Advisor will continue to serve as our external advisor pursuant to the Advisory Agreement, and an affiliate of our Special Limited Partner will continue to hold special limited partnership units in our Operating Partnership entitling such affiliate, at its option, either to have its Special Partnership Units redeemed by the Company upon the disposition of the BTC Interests and any other assets of the Company in the future or to receive 35% of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, which is a higher percentage than the Special Limited Partner was entitled to receive prior to the amendment of the limited partnership agreement of the Operating Partnership adopted in connection with the Sponsor Restructuring Transactions. In addition, following the closing of the Asset Sale and the payment of the Special Distribution, the New Special Limited Partner will hold a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million. The New Special Limited Partner will, as the holder of the preferred equity capital interests, be entitled to receive $10.0 million of distributions from our Operating Partnership before the shareholders of the Company receive any distributions and after any distribution necessary to maintain our REIT status. We will remain a reporting company registered with the U.S. Securities and Exchange Commission (the "Commission") and will continue to comply with all reporting obligations required of companies with a class of securities registered under the Exchange Act, unless any of those obligations becomes no longer applicable to us. We do not intend to list our shares of common stock on any securities exchange or other market in connection with the Conversion or anytime thereafter. Finally, if the Conversion is approved by our stockholders, we also will convert to a Maryland REIT as described in more detail below under "Proposal 2—Proposal to Approve the Conversion of the Company From a Maryland Corporation to a Maryland Real Estate Investment Trust."

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    Our primary investment objective will be to hold the BTC Interests for such time as necessary to realize the value with respect to these interests at the optimal time and in the optimal manner, including by a sale or sales to our joint venture partner or to one or more third parties, as determined by our Board of Directors. In the near term, we expect to continue to actively assess our options with respect to the BTC Interests, which may include engaging in discussions with our joint venture partner regarding a possible sale of the BTC Interests. Following the ultimate sale of the BTC Interests (whether to our joint venture partner or to one or more third parties and whether in the near term or at a later date) and distribution of the net proceeds to our stockholders, we expect to wind-up and dissolve. There is no assurance as to when stockholders will receive net proceeds in connection with a liquidation of the BTC Interests or that we will attain our investment objectives.

Q:
What is the proposed Conversion?

A:
The proposed Conversion is the conversion of the Company, as a legal entity, from a Maryland corporation to a Maryland REIT following the completion of the Asset Sale, as contemplated by the Plan of Conversion attached hereto as Annex C-2. Other than stockholder approval, completion of the Asset Sale and payment of the Special Distribution, there are no conditions required to convert to a Maryland REIT by causing the filing of a new declaration of trust and articles of conversion with the State of Maryland to effect our conversion to a Maryland REIT form of organization. We would not complete the Conversion unless and until the Asset Sale is completed and the Special Distribution has been paid. Following the Conversion, we would continue as a Maryland REIT governed by a new declaration of trust and Maryland REIT Law and possessing all of the rights, privileges and obligations of the Company prior to the effectiveness of the Conversion, including all of the Company's assets and liabilities remaining after completion of the Asset Sale, which will primarily consist of our interests in the BTC Portfolio. However, we are not required to complete the Conversion even if our stockholders approve it, and our Board of Directors may determine that the Conversion should be abandoned before it is completed.

Upon effectiveness of the Conversion, by virtue of the Conversion and without further action on the part of the Company or our stockholders, each outstanding Class A Share will cease to exist as stock in the Company as a Maryland corporation and will then exist as one share of Class A beneficial interest in the Company existing as a Maryland REIT (and prior to the effectiveness of the Conversion, each Class T Share will have converted to one Class A Share as a result of the payment of the Remaining Distribution Fees, so there will be no Class T Shares outstanding at the time of the Conversion). Our declaration of trust (the "Declaration of Trust") will be substantively identical to our existing charter, except that, unlike our existing charter, the Declaration of Trust will not require stockholder approval of sales or other dispositions of all or substantially all of the Company's assets or the dissolution or liquidation of the Company. In addition, the Declaration of Trust will only provide for shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company) as each Class T Share will have converted to one Class A Share prior to the effectiveness of the Conversion, as described above.

Q:
What is the rationale for the Conversion?

A:
We are seeking stockholder approval of the Conversion in order to give our Board maximum flexibility following completion of the Asset Sale to realize the value of the BTC Interests in the future at the optimal time and in the optimal manner as determined by our Board of Directors or as may be required by the terms of BTC Partnership Agreements, while avoiding the additional costs, delays and risks of seeking one or more additional stockholder approvals for us to do so. After completion of the Asset Sale, our assets will primarily consist of the BTC Interests. Therefore, any sale of the BTC Interests after completion of the Asset Sale would be considered, for purposes of the MGCL, to be a sale of all or substantially all of our assets that requires further approval of our stockholders and may be subject to the requirement in our charter that stockholders approve certain liquidations. In addition, our Board of Directors expects to adopt a plan of liquidation for U.S. federal income tax purposes which we will be required to complete within 24 months following adoption. If, at the end of the 24-month period, we have not sold all of our assets and distributed all of the proceeds to our stockholders, we would be required to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the creation of, and transfer of our remaining assets to, a liquidating trust that we subsequently distribute to our stockholders. We would be required by the MGCL to obtain stockholder approval at that time for any such conversion of our organizational form, even though we

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    would be required to do so as part of our tax plan of liquidation. As a Maryland REIT, however, we would not be required to obtain stockholder approval for a sale of all or substantially all of our assets or dissolve the Company (unless such provisions are included in our Declaration of Trust, which, as discussed above, they would not be). Moreover, as a Maryland REIT we would have no need to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the creation of, and transfer of our remaining assets to, a liquidating trust, if at the end of 24 months we have not sold or disposed of the BTC Interests and dissolved and wound-up the company by that time. Therefore, converting from a Maryland corporation to a Maryland REIT would permit us to avoid additional costs, delays and risks of seeking one or more stockholder approvals in the future in connection with a sale of the BTC Interests that otherwise could reduce the amount received by our stockholders on a sale of the BTC Interests and introduce additional transaction risk to any potential buyer of the BTC Interests. Following the Asset Sale and the Conversion, we generally do not expect that our directors or officers will change, and an affiliate of our Advisor will continue to serve as our external advisor, as described in "The Asset Sale—Sponsor Restructuring Transactions."

Q:
How will my rights as a stockholder change as a result of the Conversion?

A:
Upon converting to a Maryland REIT, our principal governing document will be a new Declaration of Trust rather than the existing charter. Except as described below in this paragraph, the Declaration of Trust will be substantively identical to the existing charter, other than revisions necessary to reflect our new entity form as a Maryland REIT, to reflect changes made to the limited partnership agreement of our Operating Partnership as described elsewhere in this Proxy Statement and other immaterial drafting changes as reflected in the form of Declaration of Trust attached hereto as Annex C-1, none of which we believe would materially affect the rights or preferences of our stockholders. The principal substantive differences between the Declaration of Trust and our existing charter are (i) that the Declaration of Trust will permit sales of all or substantially all of the assets of the Company (i.e., the BTC Interests) following adoption of a plan of liquidation by the Board of Directors/Trustees; and (ii) the Declaration of Trust does not require separate stockholder approval for dissolution because the Plan of Conversion to be approved by the stockholders includes a provision for voluntary dissolution following disposition of the remaining assets of the Company. In addition, the Declaration of Trust will only provide for shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company), because each Class T Share will have converted to one Class A Share as a result of the payment of the Remaining Distribution Fees prior to the effectiveness of the Conversion. The Declaration of Trust will provide that holders of the Company's shares of beneficial interest will only be entitled to vote on the election and removal of trustees, amendments to the Declaration of Trust, mergers, consolidations and such other matters as the Board of Trustees determines to submit for stockholder approval. Accordingly, shareholders of the REIT will not be entitled to vote on a consolidation, liquidation or dissolution of the Company or the sale of all or substantially all of its assets of the Company unless the Board of Trustees determines to submit the matter for shareholder approval. See the section entitled "Proposal 2—Proposal to Approve the Conversion of the Company From a Maryland Corporation to a Maryland Real Estate Investment Trust—Comparison of Rights of Stockholders" for a comparison of the rights of our stockholders before the Conversion and our shareholders after the Conversion.

Q:
What are the tax consequences of the Asset Sale to me?

A:
Generally, the Special Distribution, which the Company intends to treat as made pursuant to a plan of liquidation, will be taxable to U.S. Holders. A U.S. Holder will recognize gain or loss equal to the difference between the adjusted tax basis in the U.S. Holder's shares of the Company's common stock and the fair market value of the portion of the Special Distribution distributed to the U.S. Holder. The taxation of any gain or loss will depend on the circumstances of each U.S. Holder, among other things. For more information, including the U.S. federal income tax consequences of the Asset Sale to tax-exempt U.S. Holders and non-U.S. Holders, see "Material U.S. Federal Income Tax Consequences of the Asset Sale" on page 88 in this Proxy Statement. Stockholders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any other U.S. federal, state, local or non-U.S. income and other tax laws) of the Asset Sale.

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Q:
What are the tax consequences of the Conversion to me?

A:
Assuming that the Conversion qualifies as a tax-free F Reorganization, U.S. Holders should not recognize any gain or loss on the Conversion. For more information, including the U.S. federal income tax consequences of the Conversion to tax-exempt U.S. Holders and non-U.S. Holders, see "Material U.S. Federal Income Tax Consequences of the Conversion" on page 35 in this Proxy Statement.

Q:
What will happen to my Class T Shares?

A:
Following the closing of the Asset Sale, the Company will pay at a discounted rate the amount of up to the aggregate amount of the Remaining Distribution Fees due to broker dealers that are attributable to each Class T Share. As a result, and consistent with distributions historically made by the Company, the amount of the special distribution actually paid to holders of Class T Shares will be net of up to the aggregate amount of the Remaining Distribution Fees that are attributable to each Class T Share, and each Class T Share will convert to one Class A Share.

Q:
What is the status of the Company's DRIP and SRP?

A:
In line with industry standard practices for transactions of this type, we announced the suspension of both the DRIP and the SRP until further notice. The suspension of the DRIP was effective as of July 25, 2019, and as a result, after the distribution on July 2, 2019, all stockholders entitled to distributions will receive cash distributions. The suspension of the SRP was effective as of August 14, 2019, and as a result, no further share repurchases will be processed. Following the closing of the Asset Sale, the Company currently expects to terminate the DRIP and to reinstate the SRP in the event of death of a stockholder up to an aggregate cap for all stockholders of $1.0 million.

Q:
What happens if the Asset Sale is not completed?

A:
If the Company's stockholders do not approve the Asset Sale or if the Asset Sale is not completed for any other reason, you will not receive the Special Distribution of Asset Sale net proceeds and the Company will continue as before. Moreover, under such circumstances, the Conversion will not be effected, even if it is separately approved by our stockholders.

Q:
Are there any conditions to the closing of the Asset Sale that must be satisfied for the Asset Sale to be completed?

A:
Yes. In addition to approval by the Company's stockholders described herein, there are a number of conditions that must be satisfied or waived for the Asset Sale to be consummated. For more information, see "The Merger Agreement—Conditions to Completion of the Mergers and Asset Sale" on page 113 in this Proxy Statement.

Q:
When and where will the Annual Meeting be held?

A:
The Annual Meeting will be held at 518 Seventeenth Street, 17th Floor, Denver, CO 80202, on December 11, 2019 at 10:00 a.m. Mountain Time.

Q:
Who can vote and attend the Annual Meeting?

A:
All of our stockholders as of the close of business on September 23, 2019, the record date for the Annual Meeting, are entitled to receive notice of, attend and vote their shares of the Company's common stock held on the record date at the Annual Meeting or any adjournments or postponements of the Annual Meeting. Each share of common stock entitles a holder to one vote on each matter properly brought before the Annual Meeting.

Q:
What constitutes a quorum at the Annual Meeting?

A:
A quorum of stockholders is necessary to hold a valid meeting. The holders of a majority of the shares of our common stock that were outstanding as of the close of business on the record date, present in person or represented by proxy, will constitute a quorum for purposes of the Annual Meeting. Broker "non-votes" are also counted as present for purposes of determining a quorum.

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Q:
Is my vote required to postpone the Annual Meeting?

A:
No. Unlike an adjournment of the Annual Meeting, at any time prior to convening the Annual Meeting, our Board of Directors may postpone the Annual Meeting for any reason without the approval of our stockholders. If the Annual Meeting is postponed, as required by our bylaws, we will provide at least ten days' notice of the new date of the Annual Meeting.

Q:
How does the Board of Directors recommend that I vote?

A:
The Board of Directors unanimously recommends that holders of the Company's common stock vote:

"FOR" the approval of the Asset Sale;

"FOR" the approval of the Conversion;

"FOR" the election of each of the nominees to our Board of Directors;

"FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

"FOR" the approval of any adjournments of the Annual Meeting.

Q:
Why is my vote important?

A:
If you do not submit a proxy or voting instructions or vote in person at the Annual Meeting, it will be more difficult for us to obtain the necessary quorum to hold the Annual Meeting. In addition, because the proposals to approve the Asset Sale and the Conversion must be approved by the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote as of the record date for the Annual Meeting, your failure to submit a proxy or voting instructions or to vote in person at the Annual Meeting will have the same effect as a vote "against" the approval of the Asset Sale and "against" the approval of the Conversion.

Q:
How many votes do I have?

A:
You are entitled to one vote for each share of the Company's common stock that you owned as of the close of business on September 23, 2019, the record date for the Annual Meeting. As of the close of business on the record date for the Annual Meeting, there were 177,998,231.368 outstanding shares of the Company's common stock, 0.104% of which were beneficially owned by the directors and executive officers of the Company.

Q:
What happens if I sell my shares before the Annual Meeting?

A:
If you held your shares of common stock on the record date but sell or transfer them prior to the effective time of the Asset Sale, you will retain your right to vote at the Annual Meeting, but not the right to receive the net proceeds received in the Asset Sale via the Special Distribution in respect of those shares. The right to receive this cash consideration will pass to the person who owns, as of the close of business on the day immediately prior to the closing date of the Asset Sale, the shares you previously owned.

Q:
What vote is required to approve each proposal?

A:
The Asset Sale:    The approval of the Asset Sale requires the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding and entitled to vote on the proposal. Abstentions and broker "non-votes," if any, will have the same effect as a vote "against" the Asset Sale.

    The Conversion:    The approval of the Conversion requires the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding and entitled to vote on the proposal. Abstentions and broker "non-votes," if any, will have the same effect as a vote "against" the Conversion.

    Election of Directors:    Pursuant to our bylaws, the election of each of the nominees to our Board of Directors requires the affirmative vote of the holders of at least a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting. Withheld votes and broker "non-votes," if any, will have the same effect as a vote against each of the nominees to our Board of Directors. There is no cumulative voting in the election of directors.

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    Ratification of KPMG:    The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 requires the affirmative vote of a majority of the total number of votes cast at a meeting at which a quorum is present. Abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although abstentions will be considered present for the purpose of determining the presence of a quorum.

    The Adjournment:    The approval of any adjournments of the Annual Meeting requires the affirmative vote of a majority of the total number of votes cast at a meeting at which a quorum is present. Abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although abstentions will be considered present for the purpose of determining the presence of a quorum.

Q:
Do any of the Company's executive officers and directors or any other persons have any interests in the Asset Sale that is different than mine?

A:
Yes. Our executive officers and directors may have interests in the Asset Sale that are different from, or in addition to, yours, including the following:

Because we and our Operating Partnership will survive the Asset Sale and continue operating after closing, with our assets primarily consisting of our interests in the BTC Portfolio, our directors and executive officers will have certain interests in the Company after the closing, including:

our directors and officers will continue to serve in such roles following closing of the Asset Sale, with our directors entitled to continued compensation for serving in such role;

the New Advisor will continue to serve as our external advisor pursuant to the Advisory Agreement, entitling the New Advisor to the continued fees and compensation set forth in the Advisory Agreement, including the continued right to receive an asset management fee upon asset dispositions;

the New Special Limited Partner will continue to hold special limited partnership units in our Operating Partnership, entitling the New Special Limited Partner, at its option, either to have its Special Partnership Units redeemed by the Company upon the disposition of the BTC Interests and any other assets of the Company in the future or to receive 35% of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, which is a higher percentage than the Special Limited Partner was entitled to receive prior to the amendment of the limited partnership agreement of the Operating Partnership adopted in connection with the Sponsor Restructuring Transactions. See "The Asset Sale— Sponsor Restructuring Transactions" for more information;

immediately following the closing of the Asset Sale and the payment of the Special Distribution, in exchange for an in-kind capital contribution of certain intellectual property rights by the New Special Limited Partner to the Operating Partnership, the New Special Limited Partner will receive a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of such contributed intellectual property rights. The New Special Limited Partner will, as the holder of the preferred equity capital interests, be entitled to receive $10.0 million of distributions from our Operating Partnership before the shareholders of the Company receive any distributions and after any distribution necessary to maintain REIT status. See "The Asset Sale—Sponsor Restructuring Transactions" for more information;

affiliates of our Advisor will continue to serve as external managers of the BTC Portfolio, entitling such affiliates to the continued compensation and fees set forth in the separate advisory agreements with our subsidiaries that serve as general partners of the BTC Portfolio; and

affiliates of our Advisor will continue to hold a special limited partnership interest in each BTC Partnership, entitling such affiliates to the rights to receive certain distributions under the terms of the BTC Partnership Agreements.

At closing, we will be obligated to pay the New Advisor the "Asset Management Fee" payable to the New Advisor in accordance with the Advisory Agreement, which amount is equal to 0.6203% of the "Contract Sales Price," which is the sum of the amount paid for the asset or assets, plus any debt or liabilities assumed, and is estimated to be $24.8 million. Pursuant to the Sponsor Restructuring Transactions, the amount of the Asset Management Fee payable in connection with the Asset Sale was reduced by

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      approximately $75.0 million, and affiliates of our Advisor will receive a greater interest in the Company following the closing of the Asset Sale.

    Following the closing, our Operating Partnership will make a distribution of approximately $57.7 million to the New Special Limited Partner in respect of its Special Partnership Units in accordance with the limited partnership agreement of our Operating Partnership, assuming a closing of the Asset Sale on January 8, 2020. If the closing is later than such assumed date, the expected distribution to the New Special Limited Partner would decrease, but we do not expect that the amount of any such decrease would be material. The New Special Limited Partner will retain its Special Partnership Units after the closing of the Asset Sale, which Special Partnership Units will be entitled to receive a higher percentage of the distributions made by our Operating Partnership, including with respect to the disposition of our interests in the BTC Portfolio and any other assets of the Company in the future as the result of the Sponsor Restructuring Transaction as described under "The Asset Sale—Sponsor Restructuring Transactions."

    The independent directors of our Board of Directors unanimously approved the payment to our Advisor of all applicable fees and expenses provided for under the Advisory Agreement, including any "excess amount" (as described in our charter) to which our Advisor otherwise would not be entitled, and unanimously approved the Sponsor Restructuring Transactions.

    The Dealer Manager may receive a certain portion of the Remaining Distribution Fees, such as when the Dealer Manager retains Distribution Fees not reallowed to broker dealers, either because there is no longer a broker dealer of record or they are not entitled to a reallowance under the terms of their selected dealer agreement.

    Each of the above interests is discussed under "The Asset Sale—Interests of Our Directors and Executive Officers in the Asset Sale," beginning on page 70.

Q:
What are the Sponsor Restructuring Transactions?

A:
The Company has agreed to a series of transactions with the Operating Partnership, our Sponsor, our Advisor and Academy Partners Ltd. Liability Company, an affiliate of our Sponsor, which will ultimately restructure our Sponsor's and our Advisor's interests in the Company in connection with and following the Asset Sale. As part of these transactions, our Advisor has agreed to reduce the fee payable to it in connection with the Asset Sale by an amount equal to approximately $75.0 million, and our Sponsor will receive an increased profits interest in the Operating Partnership. In addition, the New Special Limited Partner, which is an affiliate of our Sponsor, is expected to be the new external advisor to the Company and, following the closing of the Asset Sale, will receive a preferred equity capital interest in the Operating Partnership in exchange for its in-kind capital contribution of certain intellectual property rights, which preferred equity capital interests will entitle the New Special Limited Partner to distributions in an amount equal to $10.0 million before the shareholders of the Company receive any distributions and after any distribution necessary to maintain our REIT status. The Company agreed to the Sponsor Restructuring Transactions because such transactions result in the Special Distribution to our stockholders increasing from $12.18 to $12.54 in exchange for an affiliate of our Sponsor receiving a greater proportion of future distributions made by the Operating Partnership after the closing of the Asset Sale, including with respect to the disposition of the BTC Portfolio and any other assets of the Company in the future.

Q:
What is the potential impact to stockholders as a result of the Sponsor Restructuring Transactions?

A:
As a result of the Sponsor Restructuring Transactions the Special Distribution that will be paid following the Asset Sale was increased from an estimated $12.18 to $12.54 per share. Future distributions made by the Operating Partnership to our stockholders, including upon a sale of the BTC Portfolio, will be reduced by a preference amount of $10.0 million to be paid to an affiliate of our Sponsor and an increase in the profits interest to be paid to an affiliate of our Sponsor from 15% to 35%. Accordingly, as a result, stockholders will receive higher proceeds per share following the closing of the Asset Sale, but lower proceeds from any future distributions made by the Operating Partnership, including any potential future sale of the BTC Portfolio. Taken as a whole, the Sponsor may receive more or less in total consideration as a result of the Sponsor Restructuring Transactions depending upon the timing of and ultimate distribution and proceeds from any sale of the BTC Portfolio.

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Q:
How do the Company's directors and executive officers intend to vote their shares?

A:
All of the Company's directors and executive officers have informed the Company that they currently intend to vote all of their shares of the Company's common stock:

"FOR" the approval of the Asset Sale;

"FOR" the approval of the Conversion;

"FOR" the election of each of the nominees to our Board of Directors;

"FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

"FOR" the approval of any adjournments of the Annual Meeting.

Q:
How do I cast my vote if I am a record holder?

A:
You can vote in person at the Annual Meeting or by proxy. If you hold your shares of our common stock in your own name as a holder of record, you have the following four options for submitting your vote by proxy:

by signing, dating, and mailing the proxy card in the postage-paid envelope provided;

over the Internet, at the website provided on the enclosed proxy card;

by touch-tone telephone at the toll-free number provided on the enclosed proxy card; or

by telephone at 800-690-6903.

For those stockholders with Internet access, we encourage you to vote via the Internet, since this method of voting is quick, convenient and cost-efficient. When you vote via the Internet or by telephone prior to the Annual Meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted.

Q:
How do I cast my vote if my shares of common stock are held through a broker, dealer, commercial bank, trust company, custodian or other nominee?

A:
If you hold your shares of common stock in "street name," which is through a broker, dealer, commercial bank, trust company, custodian or other nominee, your broker, dealer, commercial bank, trust company, custodian or other nominee will not vote your shares unless you provide instructions on how to vote. Included in this mailing is a voting instruction form to submit to your broker, dealer, commercial bank, trust company, custodian or other nominee that is the record holder of your shares, which provides the record holder with instructions on how to vote your shares. If your shares are held through a broker, dealer, commercial bank, trust company, custodian or other nominee, please refer to the voting instruction form enclosed that is used by your broker, dealer, commercial bank, trust company, custodian or other nominee, or contact them directly, to see if you may submit voting instructions by telephone or Internet. If you do not properly instruct your broker, dealer, commercial bank, trust company, custodian or other nominee, your failure to provide instructions will result in your shares not being voted on certain proposals, with the same result as a vote "against" the approval of the Asset Sale, "against" the approval of the Conversion and "against" the election of each of the nominees to our Board of Directors; however it will have no effect on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 or the approval of any adjournments of the Annual Meeting, assuming a quorum is present.

Q:
What will happen if I fail to vote or I abstain from voting?

A:
Because the required vote for the approval of the Asset Sale and the approval of the Conversion are both based on the number of shares of common stock that are outstanding rather than on the number of votes cast by holders of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote, if you abstain from voting or fail to vote, or fail to instruct your broker, dealer, commercial bank, trust company, custodian or other nominee to vote your shares (if your shares are held through such nominee), it will have the same effect as a vote "against" the approval of the Asset Sale and "against" the approval of the Conversion. Similarly, because the required vote for the election of each of the nominees to our Board of Directors is based on the number of shares of our common stock represented in

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    person or by proxy at the Annual Meeting, if you abstain or, in the case of shares held in "street name" only, fail to vote or fail to instruct your broker, dealer, commercial bank, trust company, custodian or other nominee to vote your shares, it will have the same effect as a vote "against" the election of each of the nominees to our Board of Directors. If you are a stockholder of record, however, and you fail to vote, such failure will have no effect on the result of the vote. An abstention or failure to vote will have no effect on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 or the approval of any adjournments of the Annual Meeting, assuming a quorum is present.

Q:
How will proxy holders vote my shares?

A:
If you properly submit a proxy prior to the Annual Meeting, your shares of common stock will be voted as you direct. If you submit a proxy but no direction is otherwise made, your shares of common stock will be voted "FOR" the approval of the Asset Sale, "FOR" the approval of the Conversion, "FOR" the election of each of the nominees to our Board of Directors, "FOR" the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and "FOR" the approval of any adjournments of the Annual Meeting.

Q:
Have any stockholders already agreed to the approval of the Asset Sale or the Conversion?

A:
No. However, our directors and executive officers have informed us that they intend to vote the shares of common stock that they beneficially own "FOR" the approval of the Asset Sale and "FOR" the approval of the Conversion. As of the record date, our directors and executive officers owned, either directly or indirectly, an aggregate of 184,479.018 shares of common stock entitling them to exercise, in the aggregate, less than one percent of the voting power of our shares of common stock entitled to vote at the Annual Meeting.

Q:
Can I change my vote after I have mailed my proxy card?

A:
Yes. If you own shares of common stock as a record holder, you may revoke your proxy at any time prior to its exercise by delivering a written notice of revocation, prior to the Annual Meeting, to our Managing Director, Chief Legal Officer and Secretary, Mr. Joshua J. Widoff, at 518 Seventeenth Street, 17th Floor, Denver, Colorado 80202, properly signing, dating and mailing a new proxy card to our Secretary, dialing the toll-free number provided in the proxy card and in this Proxy Statement to authorize your proxy again, logging on to the Internet site provided in the proxy card and in this Proxy Statement to authorize your proxy again, or by attending the Annual Meeting to vote your shares in person. If you have instructed your broker, dealer, commercial bank, trust company, custodian or other nominee to vote your shares, the above described options for changing your vote do not apply and instead you should follow the instructions received from your broker, dealer, commercial bank, trust company, custodian or other nominee to change your vote.

Q:
Where can I find the voting results after the Annual Meeting?

A:
American Election Services, LLC, our independent tabulating agent, will count the votes and act as the Inspector of Election. We will publish the voting results in a Current Report on Form 8-K to be filed with the Commission within four business days after the Annual Meeting. We keep all proxies, ballots, and voting tabulations confidential as a matter of practice. We permit only our Inspector of Election, American Election Services, LLC, to examine these documents.

Q:
What rights do I have if I oppose the Asset Sale and/or the Conversion?

A:
If you are a stockholder of record, you can vote "against" the Asset Sale and/or the Conversion. However, in accordance with the MGCL and our charter, no dissenters' or appraisal rights are available with respect to our shares of common stock in connection with the Asset Sale or the Conversion. For more information, see "No Dissenters' Rights of Appraisal" on page 136 in this Proxy Statement.

Q:
Do I need identification to attend the Annual Meeting in person?

A:
Yes. Please bring proper identification, together with proof that you are a record owner of the Company's common stock. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned shares of the Company's common stock on the record date.

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Q:
What happens if the Annual Meeting is postponed or adjourned?

A:
If the Annual Meeting is postponed or adjourned due to a lack of a quorum or to solicit additional proxies, we intend to reconvene the Annual Meeting as soon as reasonably practical, and in any event within 120 days of the record date. Your proxy will still be effective and may be voted at the rescheduled or adjourned Annual Meeting, and you will still be able to change or revoke your proxy until it is voted at the rescheduled or adjourned Annual Meeting, if such Annual Meeting occurs within 120 days of the record date.

Q:
Can I find additional information on the Company's website?

A:
Yes. The Company files certain information with the Commission. This information is available on the Commission's website at www.sec.gov and on the Company's website at www.industrialpropertytrust.com. Except as provided in "Additional Information," the information found on, or otherwise accessible through, these websites is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document the Company files with or furnishes to the Commission. You can also request copies of these documents from the Company. For more information, see "Additional Information" on page 136 in this Proxy Statement.

Q:
Who is soliciting the proxy and who pays the costs?

A:
The enclosed proxy for the Annual Meeting is being solicited by our Board of Directors. The cost of soliciting the proxies on the enclosed form will be paid by us. Our Board of Directors has engaged Broadridge to assist in the solicitation of proxies for a fee of approximately $85,000, plus reimbursement of out-of-pocket expenses. In addition to the use of the mail, proxies may be solicited by the directors and their agents (who will receive no additional compensation for those services) by means of personal interview, telephone, facsimile, e-mail or other electronic means, and it is anticipated that banks, brokerage firms and other institutions, nominees or fiduciaries will be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies. We may, upon request, reimburse banks, brokerage firms and other institutions, nominees and fiduciaries for their expenses in forwarding proxy material to their principals.

Q:
Who can help answer my other questions?

A:
If you have any questions about the Annual Meeting or any of the proposals contained in this Proxy Statement, or need additional copies of the proxy materials, you should contact our proxy solicitation agent, Broadridge Financial Solutions, Inc., at 855-723-7822. If you hold our shares of common stock through a broker, dealer, commercial bank, trust company, custodian or other nominee, you should also call your broker, dealer, commercial bank, trust company, custodian or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Information included in this Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, which are based on various assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as "intend," "plan," "may," "should," "could," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity" and similar expressions, whether in the negative or affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations, including completing Asset Sale on the terms summarized in this Proxy Statement. All statements regarding the completion of the Asset Sale, and our expected financial position, business and financing plans are forward-looking statements. Factors which could have a material adverse effect on our operations and future prospects, including the completion of the Asset Sale, include, but are not limited to:

    the failure to satisfy the conditions to consummate the Asset Sale, including the receipt of the requisite stockholder approval;

    the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

    the prohibition, delay or refusal to grant approval for the consummation of the Asset Sale by a governmental entity;

    the outcome of any legal proceedings that may be instituted against us in connection with the Asset Sale;

    the delay or failure of the Asset Sale to close for any other reason;

    failure to achieve the desired tax impact of the transactions contemplated and resultant tax treatment relating to, arising from or incurred in connection with such transactions;

    the restriction on our activities due to operating covenants in the Merger Agreement during the pendency of the Asset Sale;

    the disruption of management's attention from the ongoing business operations due to the Asset Sale;

    the effect of the announcement of the proposed Asset Sale on our relationships with our tenants, lenders, operating results and business generally;

    the amount of the costs, fees, expenses and charges related to the Asset Sale;

    the failure of properties to perform as we expect;

    failure to effectuate a transaction involving our interests in the BTC Portfolio on satisfactory terms or at all;

    failure to achieve our expectations with respect to our interests in the BTC Portfolio;

    risks associated with continuing to operate the Company following the closing of the Asset Sale;

    risks associated with acquisitions, dispositions and development of properties;

    unexpected delays or increased costs associated with our development projects;

    defaults on or non-renewal of leases by tenants, lease renewals at lower than expected rent, or failure to lease properties at all or on favorable rents and terms;

    difficulties in economic conditions generally and the real estate, debt, and securities markets specifically;

    legislative or regulatory changes, including changes to the laws governing the taxation of REITs;

    our failure to obtain, renew, or extend necessary financing or access the debt or equity markets;

    conflicts of interest arising out of our relationships with our Sponsor, our Advisor and their affiliates;

    risks associated with using debt to fund our business activities, including re-financing and interest rate risks;

    increases in interest rates, operating costs, or greater than expected capital expenditures;

    changes to U.S. generally accepted accounting principles ("GAAP"); and

    our ability to qualify as a REIT.

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        These risks and uncertainties, along with the risk factors discussed under "Item 1A.—Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019 should be considered in evaluating any forward-looking statements contained in this Proxy Statement. All forward-looking statements speak only as of the date of this Proxy Statement. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. The Company does not undertake to update forward-looking statements except as may be required by law.

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THE PARTIES TO THE ASSET SALE

The Parties to the Asset Sale

Industrial Property Trust Inc.
518 Seventeenth Street, 17th Floor
Denver, Colorado 80202
(303) 228-2200

        Industrial Property Trust Inc., which we refer to as "IPT" or the "Company," is a Maryland corporation formed on August 28, 2012 to make investments in income-producing real estate assets consisting primarily of high-quality distribution warehouses and other industrial properties that are leased to creditworthy corporate customers. On July 24, 2013, the Company commenced an initial public offering of up to $2.0 billion in shares of its common stock, including up to $1.5 billion in shares of common stock in its primary offering and $500.0 million in shares offered under its distribution reinvestment plan. On June 30, 2017, the Company terminated the primary portion of its initial public offering. The Company commenced real estate operations in January 2014 in connection with the acquisition of its first property. As of June 30, 2019, the Company owned and managed, either directly or through our minority ownership interests in the BTC Portfolio, a total real estate portfolio that included 288 industrial buildings totaling approximately 50.0 million square feet located in 26 markets throughout the United States. We are sponsored by Industrial Property Advisors Group LLC, which we refer to as our "Sponsor," and our current advisor is Industrial Property Advisors LLC, which we refer to as our "Advisor." We rely on our Advisor to manage our day-to-day activities and to implement our investment strategy. We, our Advisor, and our Operating Partnership are parties to the Advisory Agreement, as amended on October 7, 2019. In connection with certain restructuring transactions described under "The Asset Sale—Sponsor Restructuring Transactions," prior to closing the Asset Sale, our Advisor intends to assign the Advisory Agreement to our Sponsor, who will in turn contribute the Advisory Agreement, among other things, to the New Advisor, who will serve as our advisor following the closing of the Asset Sale. For additional information about us and our business, see "Additional Information" beginning on page 136 in this Proxy Statement.

Prologis, L.P.
Pier 1, Bay 1
San Francisco, CA 94111

        Prologis, L.P., a Delaware limited partnership that we refer to as "Prologis," is a direct subsidiary and the operating partnership of Prologis, Inc., the global leader in logistics real estate with a focus on key markets in 19 countries on four continents. As of June 30, 2019, Prologis, Inc. owned or had investments in, on a wholly-owned basis or through co-investment ventures, properties and development projects expected to total 786 million square feet (73 million square meters). Prologis, Inc. leases modern logistics facilities to a diverse base of approximately 5,100 customers.

Rockies Acquisition LLC
Pier 1, Bay 1
San Francisco, CA 94111

        Rockies Acquisition LLC, which we refer to as "Merger Sub," is a newly formed Delaware limited liability company and wholly owned subsidiary of Prologis. Merger Sub was formed by Prologis in connection with the Merger Agreement.

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THE ANNUAL MEETING

Date, Time and Purpose of the Annual Meeting

        This Proxy Statement is being furnished to our stockholders in connection with the solicitation of proxies from our common stockholders by our Board of Directors for use at the Annual Meeting to be held at 518 Seventeenth Street, 17th Floor, Denver, CO 80202, on December 11, 2019 at 10:00 a.m. Mountain Time. The purpose of the Annual Meeting is for you to:

    consider and vote on a proposal to approve the Asset Sale;

    consider and vote on a proposal to approve the Conversion;

    consider and vote on a proposal to elect six directors to serve until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualify;

    consider and vote on a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and

    consider and vote on a proposal to approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to achieve a quorum or to approve the Asset Sale or the Conversion.

        Our common stockholders must approve the Asset Sale for the Asset Sale to occur and must approve the Conversion for the Conversion to occur. A copy of the Merger Agreement is attached as Annex A to this Proxy Statement, which we encourage you to read carefully in its entirety.

Record Date, Notice and Quorum

        Only holders of record of our shares of common stock as of the close of business on the record date, which was September 23, 2019, or their duly appointed proxies, are entitled to receive notice of, to attend and to vote the shares of the Company's common stock that they held on the record date at the Annual Meeting or any adjournments or postponements of the Annual Meeting. On the record date, 177,998,231.368 shares of our common stock, which includes 105,673,632.343 Class A Shares, 72,043,321.931 Class T Shares and 281,277.094 shares of Company Restricted Stock, were outstanding and entitled to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

        The holders of a majority of the shares of our common stock that were outstanding as of the close of business on the record date, present in person or represented by proxy, will constitute a quorum for purposes of the Annual Meeting. A quorum is necessary to transact business at the Annual Meeting. Abstentions will be counted as shares present in person or represented by proxy for the purposes of determining the presence of a quorum. Although broker dealers are precluded from exercising their voting discretion with respect to the approval of non-routine matters, such as the approval of the Asset Sale, the Conversion, the election of each of the nominees to our Board of Directors and the adjournment of the Annual Meeting, they can exercise their voting discretion with respect to the ratification of our independent registered public accounting firm. As such, broker "non-votes," if any, are also counted as present for purposes of determining a quorum. If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting without notice (other than by announcement at the meeting if the adjourned meeting will be held on a date not more than 120 days after the record date) until a quorum has been obtained.

Required Vote

    Approval of the Asset Sale

        Pursuant to our charter, the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on the proposal is required to approve the Asset Sale. Because the required vote to approve the Asset Sale is based on the number of our shares of common stock outstanding rather than on the number of votes cast by holders of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote, failure to vote shares of common stock that you own (including as a result of abstentions) will have the same effect as voting "against" the approval of the Asset Sale.

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    Approval of the Conversion of the Company from a Maryland corporation to a Maryland real estate investment trust

        Pursuant to our charter, the affirmative vote of the holders of at least a majority of the shares of our common stock outstanding and entitled to vote on the proposal is required to approve the Conversion. Because the required vote to approve the Conversion is based on the number of our shares of common stock outstanding rather than on the number of votes cast by holders of our shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote, failure to vote shares of common stock that you own (including as a result of abstentions) will have the same effect as voting "against" the approval of the Conversion.

    Election of Directors

        Pursuant to our bylaws, the affirmative vote of the holders of at least a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting is required to elect each of the nominees to our Board of Directors. Withheld votes and broker "non-votes," if any, will have the same effect as a vote against each of the nominees to our Board of Directors. There is no cumulative voting in the election of each of directors.

    Ratification of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019

        Pursuant to our bylaws, the affirmative vote of a majority of the total number of votes cast at a meeting at which a quorum is present is required to approve the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. For purposes of this vote, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although will be considered present for the purpose of determining the presence of a quorum.

    Approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies

        Pursuant to our bylaws, the affirmative vote of a majority of the total number of votes cast at a meeting at which a quorum is present is required to approve the adjournment of the Annual Meeting. For purposes of this vote, abstentions and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although will be considered present for the purpose of determining the presence of a quorum.

        You can vote in person at the Annual Meeting or you can vote by proxy. If you hold your shares of our common stock in your own name as a holder of record, you have the following options for submitting your vote by proxy:

    by signing, dating, and mailing the proxy card in the postage-paid envelope provided;

    over the Internet, at the website provided on the enclosed proxy card;

    by touch-tone telephone at the toll-free number provided on the enclosed proxy card; or

    by telephone at 800-690-6903.

        For those stockholders with Internet access, we encourage you to vote via the Internet, since this method of voting is quick, convenient and cost-efficient. When you vote via the Internet or by telephone prior to the Annual Meeting date, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and, therefore, not be counted.

        Regardless of whether you plan to attend the Annual Meeting, we request that you submit your vote by proxy for your shares of common stock as described above as promptly as possible. If your shares of our common stock are held on your behalf by a broker, dealer, commercial bank, trust company, custodian or other nominee, you will receive instructions from them that you must follow to have your shares voted at the Annual Meeting. You should instruct your broker, dealer, commercial bank, trust company, custodian or other nominee as to how to vote your shares, following the directions contained in such voting instruction card. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, dealer, commercial bank, trust company, custodian or other nominee, who can give you directions on how to vote your shares of common stock. If you do not properly instruct your broker, dealer, commercial bank, trust company, custodian or other nominee your vote will not be counted and it will have the same effect as a vote "against" the Asset Sale, "against" the Conversion, and "against" the election of each of the nominees to our Board of

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Directors, although it will have no effect on the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 or the approval of any adjournments of the Annual Meeting.

Proxies and Revocation

        If you submit a proxy, your shares of common stock will be voted at the Annual Meeting as you indicate on your proxy. If no instructions are indicated on your signed proxy card, your shares of common stock will be voted "FOR" the approval of the Asset Sale, "FOR" the approval of the Conversion, "FOR" the election of each of the nominees to our Board of Directors, "FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and "FOR" the approval of any adjournments of the Annual Meeting.

        If you hold shares of our common stock in your own name as a holder of record, you may revoke your proxy at any time prior to the date and time of the Annual Meeting through any of the following methods:

    send written notice of revocation, prior to the Annual Meeting, to our Managing Director, Chief Legal Officer and Secretary, Mr. Joshua J. Widoff, at 518 Seventeenth Street, 17th Floor, Denver, Colorado 80202;

    properly sign, date, and mail a new proxy card to our Secretary;

    dial the toll-free number provided in the proxy card and in this Proxy Statement and authorize your proxy again;

    log onto the Internet site provided in the proxy card and in this Proxy Statement and authorize your proxy again; or

    attend the Annual Meeting and vote your shares in person.

        Please note that merely attending the Annual Meeting, without further action, will not revoke your proxy. If shares of our common stock are held on your behalf by a broker, dealer, commercial bank, trust company, custodian or other nominee, you must contact them to receive instructions as to how you may revoke your proxy.

        We do not expect that any matter other than (i) the approval of the Asset Sale, (ii) the approval of the Conversion, (iii) the election of each of the nominees to our Board of Directors, (iv) the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019, and (v) the approval of any adjournments of the Annual Meeting will be presented before or at the Annual Meeting or any adjournments or postponements of the Annual Meeting. If, however, such a matter is properly presented before or at the Annual Meeting or any adjournments or postponements of the Annual Meeting, the persons appointed as proxies will have discretionary authority to vote the shares represented by duly executed proxies in accordance with their discretion.

        We will pay the costs of soliciting proxies for the Annual Meeting. Our officers and directors may solicit proxies by telephone and facsimile, by mail, by Internet or in person. They will not be paid any additional amounts for soliciting proxies. We also will request that individuals and entities holding our shares of common stock in their names, or in the names of their nominees that are beneficially owned by others, send proxy materials to and obtain proxies from those beneficial owners, and will reimburse those holders for their reasonable expenses in performing those services upon request. We have retained Broadridge to assist us in the solicitation of proxies, and will pay fees of approximately $85,000, plus reimbursement of out-of-pocket expenses, to Broadridge for their services. In addition, our arrangement with Broadridge includes provisions obligating us to indemnify it for certain liabilities that could arise in connection with its solicitation of proxies on our behalf.

Postponements of the Annual Meeting

        At any time prior to convening the Annual Meeting, our Board of Directors may postpone the Annual Meeting for any reason without the approval of our stockholders. If the Annual Meeting is postponed, as required by our bylaws, we will provide at least ten days' notice of the new date, time and place of the Annual Meeting.

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PROPOSAL 1—PROPOSAL TO APPROVE THE ASSET SALE

        We are asking holders of our common stock to consider and vote on a proposal to approve a sale of substantially all of the assets of the Company to Prologis pursuant to the Merger Agreement and the other transactions contemplated by the Merger Agreement.

        For detailed information regarding this proposal, see the information about the Asset Sale and the other transactions contemplated by the Merger Agreement throughout this Proxy Statement, including the information set forth below under "The Asset Sale" and "The Merger Agreement." A copy of the Merger Agreement is attached as Annex A to this Proxy Statement.

        Approval of the proposal to approve the Asset Sale and the other transactions contemplated by the Merger Agreement requires the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on the proposal. Because the required vote for this proposal is based on the number of votes our common stockholders are entitled to cast, rather than on the number of votes actually cast, failure to vote your shares (including failure to give voting instructions to your brokerage firm, bank or other nominee) and abstentions will have the same effect as voting "against" the proposal to approve the Asset Sale.

        Approval of this proposal is a condition to the completion of the Asset Sale. In the event this proposal is not approved, we will not be able to complete the Asset Sale. Even if the Asset Sale is completed, we will remain a reporting company registered with the U.S. Securities and Exchange Commission, with generally the same directors and officers, with an affiliate of our Advisor serving as our external advisor and with assets primarily consisting of our interests in the BTC Portfolio. For more information about the Company remaining after the Asset Sale, see "The Asset Sale—Description of the Company Remaining After Closing" on page 75 in this Proxy Statement.

        For more information about the reasons our Board of Directors has determined that the Asset Sale is advisable and in the best interests of the Company and the Company's stockholders, see "The Asset Sale and Related Transactions—Recommendations and Reasons for the Asset Sale" on page 61 in this Proxy Statement.


Recommendation of our Board of Directors:

Our Board of Directors unanimously recommends that you vote "FOR" the approval of the Asset Sale.

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PROPOSAL 2—PROPOSAL TO APPROVE THE CONVERSION OF THE COMPANY FROM A MARYLAND CORPORATION TO A MARYLAND REAL ESTATE INVESTMENT TRUST

        We are asking holders of our common stock to consider and vote on a proposal to approve the conversion of the Company's legal form of organization from a Maryland corporation to a Maryland real estate investment trust ("REIT"), and subsequent liquidation and dissolution of the Company, as contemplated by the Plan of Conversion. If the Asset Sale and the Conversion are approved by our stockholders at the Annual Meeting, the Conversion would occur only following completion of the Asset Sale. However, we are not required to complete the Conversion even if our stockholders approve it, and our Board of Directors may determine that the Conversion should be abandoned before it is completed.

The Conversion

        The Board has approved the Conversion, following completion of the Asset Sale, of the Company from a Maryland corporation to a Maryland REIT, to be known as "Industrial Property Trust," in accordance with the Maryland General Corporation Law and pursuant to a new Declaration of Trust attached hereto as Annex C-1, the Plan of Conversion attached hereto as Annex C-2, and the Articles of Conversion attached hereto as Annex C-3. The Plan of Conversion sets forth the terms and conditions of the Conversion, while the Articles of Conversion effectuate the change in the form or organization from a Maryland corporation to a Maryland REIT. The Declaration of Trust would serve as the principal governing document of the Company going forward. Following the Conversion, the Company would continue as a Maryland REIT governed by the Declaration of Trust and Title 8 of the Maryland Corporations and Associations Code (the "Maryland REIT Law") and possessing all of the rights, privileges and obligations of the Company prior to the effectiveness of the Conversion, including all of the Company's assets and liabilities remaining after completion of the Asset Sale. The Conversion is contingent on completion of the Asset Sale and will not be effectuated unless and until the Asset Sale is completed, including payment of the Special Distribution to our stockholders. The Plan of Conversion provides that the Company will implement the plan of liquidation expected to be adopted by our Board of Directors for U.S. federal income tax purposes in connection with the Asset Sale, as described below, and then dissolve without further vote by our stockholders.

        If this Proposal 2 is approved by our stockholders, we may convert to a Maryland REIT by causing the filing the Declaration of Trust and Articles of Conversion with the Maryland State Department of Assessments and Taxation to effect the Conversion. These two filings will become effective at a specific time and date to be determined by the Board of Directors promptly following completion of the Asset Sale. At the effective time of the Conversion, the Company will cease to exist as a Maryland corporation and will then exist as a Maryland REIT deemed, for all purposes of Maryland law, to be the same entity as immediately prior to the effectiveness of the Conversion, but will then be governed by the Declaration of Trust and the Maryland REIT Law rather than the Company's charter and the MGCL. In addition, by virtue of the Conversion and without further action on the part of the Company or the Company's stockholders, each outstanding Class A Share will cease to exist as stock in the Company as a Maryland corporation and will then exist as one share of Class A beneficial interest, in the Company existing as a Maryland REIT (and prior to the effectiveness of the Conversion, each Class T Share will have converted to one Class A Share as a result of the payment of the Remaining Distribution Fees, so there will be no Class T Shares outstanding at the time of the Conversion). All shares of common stock currently outstanding are, and all shares of beneficial interest outstanding immediately following the Conversion will be, uncertificated. In addition to adopting the Declaration of Trust, the Board of Trustees (which will be comprised of all of the persons who were members of the Board of Directors immediately prior to the Conversion) will amend and restate the Company's bylaws, on substantially the same terms as our existing bylaws, to reflect the Company's new form of organization as a Maryland REIT at the time of the Conversion.

Reasons for the Conversion

        We are seeking stockholder approval of the Conversion in order to give our Board maximum flexibility following completion of the Asset Sale to realize value with respect to the BTC Interests at the optimal time and in the optimal manner as determined by the Board of Directors, and then complete the liquidation, winding up, and dissolution of the Company, while minimizing the costs, delays and risks to us and our stockholders of doing so.

        As described above and as permitted by the Original Merger Agreement, we have elected to exclude the BTC Interests from the proposed transaction by restructuring the transaction into the Asset Sale, rather than disposing

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of our interests in the BTC Portfolio concurrently with the closing of the Merger pursuant to a sale to a third party or through a spinoff to our stockholders (see "The Asset Sale—Election of the Asset Sale" on page 47 in this Proxy Statement). Accordingly, following completion of the Asset Sale, we will continue to exist as the same legal entity as before the Asset Sale, but with our assets consisting primarily of the BTC Interests. As described below under "The Asset Sale—Description of the Company Remaining After Closing," our primary investment objective will be to hold the BTC Interests for such time as is necessary to realize the value with respect to these interests at the optimal time and in the optimal manner, including by a sale or sales to our joint venture partner or to one or more third parties (as and when permitted) either before, upon or after full-stabilization of the assets owned by the BTC Portfolio, as determined by the Board of Directors. In the near term, we expect to continue to actively assess our options with respect to the BTC Interests, which may include engaging in discussions with our joint venture partner regarding a possible sale of the BTC Interests. Following the ultimate sale of the BTC Interests (whether to our joint venture partner or to one or more third parties and whether in the near term or at a later date) and distribution of the net proceeds to our stockholders, we expect to wind-up and dissolve, as contemplated by the Plan of Conversion and the plan of liquidation that our Board of Directors expects to adopt for U.S. federal income tax purposes in connection with the Asset Sale, as described below. There is no assurance as to when stockholders will receive net proceeds in connection with the disposition of the BTC Interests or that we will attain our investment objectives.

        In evaluating its ability to pursue and effectuate our investment objective described above, our Board of Directors has considered that, as a Maryland corporation with assets consisting primarily of the BTC Interests following completion of the Asset Sale, one or more additional stockholder approvals likely would be required in connection with the disposition of the BTC Interests and subsequent dissolution of the Company, and these additional approvals could be obtained either concurrently with obtaining approval of the Asset Sale or at some time in the future.

    Because after completion of the Asset Sale, our assets will primarily consist of the BTC Interests, the sale of one or more of the BTC Interests would be considered, for purposes of the MGCL, to be a sale of all or substantially all of our assets that requires approval of our stockholders, and it may be subject to the requirement in our charter that stockholders approve certain liquidations.

    As discussed under "Material U.S. Federal Income Tax Consequences of the Asset Sale," in connection with the Asset Sale, our Board of Directors expects to adopt a plan of liquidation for U.S. federal income tax purposes which we will be required to complete within 24 months following adoption. If, at the end of the 24-month period, we have not sold all of our assets and distributed all of the proceeds to our stockholders, we would be required to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the transfer of our assets and liabilities to a liquidating trust for the benefit of our stockholders. We would be required by the MGCL to obtain stockholder approval at that time for any such conversion of our organizational form, even though we would be required to do so as part of our tax plan of liquidation, if we have not already requested that our stockholders approve the change of organizational form of the Company at this time.

    In order to dissolve and wind-up the corporation for state law purposes following the ultimate sale of the BTC Interests and distribution of the net proceeds to our stockholders, we may be required to obtain stockholder approval under the MGCL if we have not already requested that our stockholders approve the liquidation and dissolution of the Company at this time.

        In keeping with the goal described above of minimizing costs and giving our Board of Directors maximum flexibility in connection with the disposition of the Company's remaining assets and its liquidation, winding up and dissolution, our Board of Directors, including all of the directors that do not have a financial interest in the disposition of the BTC Portfolio, believes that it is in the best interest of the Company and our stockholders to avoid the costs, delays and risks of waiting until the future to obtain stockholder approvals to implement our objective of disposing of our remaining assets and dissolution because:

    If we are required to seek one or more stockholder votes in the future to approve one or more sales of the BTC Interests, we would incur additional costs that would reduce the amount otherwise realized by our stockholders from such sale, and since these costs are generally fixed and do not vary materially based on the size of the transaction consideration, they would reduce the amount otherwise realized by our stockholders from the sale of the BTC Interests by a proportionally greater amount than the costs incurred to seek stockholder approval for this Proposal 2 at this time. In addition, the delays and risks presented by

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      seeking such additional stockholder votes could introduce additional transaction risk to any potential buyer of the BTC Interests, which could negatively impact our ability to execute such sale, the terms and conditions applicable to the sale, or the value we realize from such sale.

    Under the BTC Partnership Agreements, we are subject to certain contractual obligations that would require us to sell the BTC Interests within a prescribed timeframe that is outside of our control. After completion of the Asset Sale, if we were forced to sell the BTC Interests pursuant to these contractual provisions and were required to obtain stockholder approval of such sale as a sale of all or substantially all of our assets, this could delay the transaction beyond the contractually prescribed timeframe thereby resulting in us breaching our contractual obligations under the BTC Partnership Agreements and potentially incurring damages or injunctive relief in favor of our joint venture partner.

    Once we complete the disposition of the BTC Interests and distribution of the net proceeds to our stockholders, we expect to wind-up and dissolve. Under the MGCL, a formal corporate dissolution requires approval of our stockholders either before or after disposition of the remaining assets of the Company. Therefore, if we have not effectively obtained approval of the dissolution of the Company at this time in connection with approval of the Conversion, we may need to reserve the costs of seeking such an approval from the final distribution of proceeds to our stockholders.

        Accordingly, our Board of Directors determined that the Conversion is advisable and in the best interests of our stockholders, because, by obtaining at this time all of the stockholder approvals effectively needed to liquidate the assets of the Company and dissolve in the future, the Conversion would permit us to avoid the additional costs, delays and risks of seeking one or more stockholder approvals in the future. While seeking a stockholder approval at this time for a stand-alone plan of liquidation and dissolution while remaining in corporate form could be an alternative to the Conversion, as noted above, a further stockholder approval may be required by federal tax laws if we do not complete our plan of liquidation within 24 monthly following adoption in order to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes. However, if we convert into a Maryland REIT at this time:

    we would not be required to obtain further stockholder approval for a sale of all or substantially all of our assets, because approval to conduct a plan of liquidation and dissolution through conversion to a Maryland REIT will have been obtained;

    we would not be required to obtain further stockholder approval to dissolve and wind-up the Company, because the approval to conduct a plan of liquidation and dissolution through conversion to a Maryland REIT will have been obtained; and

    we would have no need to convert into a different form of entity or explore the possibility of an alternative solution to achieve liquidating distribution treatment, such as the creation of, and transfer of our remaining assets to, a liquidating trust, if at the end of 24 months we have not sold or disposed of the BTC Interests and dissolved and wound-up the company by that time.

        Our stockholders should understand that by approving the Conversion they are approving the future liquidation and dissolution of the Company by giving to our Board of Directors the full ability, as contemplated by the Plan of Conversion, to negotiate and execute such a sale in the future at a value, on such terms and to a buyer or buyers that our Board of Directors, including a majority of the members of the Board of Directors that do not have a financial interest in the sale other than that arising from their status as common stockholders, deems appropriate. In other words, if the Conversion is approved and effected, stockholders will not have a chance to vote on any future sale of the BTC Interests, whether to our joint venture partner or to one or more third parties, which means that stockholders will not have a say in the value we realize for the BTC Interests.

        In addition, our stockholders should understand that by approving the Conversion they are approving the dissolution of the Company following disposition of our remaining assets. As discussed elsewhere in this Proxy Statement, we expect to adopt a plan of liquidation for U.S. federal income tax purposes and the Plan of Conversion provides that the Company will implement the plan of liquidation following the Conversion. In general, the U.S. federal income tax rules require the Company to complete its liquidation within 24 months following adoption of a plan of liquidation. If, at the end of the 24-month period, the Company has not sold all of its assets and distributed all of the proceeds to its stockholders, the Company intends to complete its tax liquidation by electing to be treated as a partnership for U.S. federal income tax purposes. If the Conversion is approved and effected, stockholders will not have a chance to vote on the future dissolution of the Company following disposition of its assets.

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Effects of the Conversion

        As a result of the Conversion, we will be a Maryland REIT governed by the Maryland REIT Law and the Declaration of Trust, which are different from the laws and governing documents to which we currently are subject, although the Maryland REIT Law incorporates a number of material provisions of the MGCL and the Declaration of Trust incorporates certain additional provisions of MGCL that are not otherwise applicable to Maryland REITs. We will be a continuation of the Company possessing all of the rights, privileges and obligations of the Company prior to the effectiveness of the Conversion, including all of the Company's assets and liabilities remaining after completion of the Asset Sale, which will primarily consist of the BTC Interests. In addition to adopting the Declaration of Trust, the Board of Trustees (which will be comprised of all of the persons who were members of the Board of Directors immediately prior to the Conversion) will amend and restate the Company's bylaws, on substantially the same terms as our existing bylaws, to reflect the Company's new form of organization as a Maryland REIT at the time of the Conversion.

        Upon converting to a Maryland REIT, our principal governing document will be the Declaration of Trust rather than the existing charter. In addition, we will be subject to the requirements of the Plan of Conversion. Except as described below in this paragraph, the Declaration of Trust will be substantively identical to the existing charter, other than revisions necessary to reflect our new entity form as a Maryland REIT, and to reflect changes made to the limited partnership agreement of our Operating Partnership as described elsewhere in this Proxy Statement and other immaterial drafting changes as reflected in the form of Declaration of Trust attached hereto as Annex C-1, none of which we believe would materially affect the rights or preferences of our stockholders. The principal substantive differences between the Declaration of Trust and our existing charter are (i) that the Declaration of Trust will permit sales of all or substantially all of the assets of the Company (i.e., the BTC Interests) following adoption of a plan of liquidation by the Board of Directors/Trustees; and (ii) the Declaration of Trust does not require separate stockholder approval for dissolution because the Plan of Conversion to be approved by the stockholders includes a provision for voluntary dissolution following disposition of the remaining assets of the Company. In addition, the Declaration of Trust will only provide for shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company), because each Class T Share will have converted to one Class A Share as a result of the payment of the Remaining Distribution Fees prior to the effectiveness of the Conversion. The Declaration of Trust will provide that holders of the Company's shares of beneficial interest will only be entitled to vote on the election and removal of trustees, amendments to the Declaration of Trust, mergers, consolidations and such other matters as the Board of Trustees determines to submit for stockholder approval.

        The full text of the proposed Declaration of Trust is attached hereto as Annex C-1 and has been marked in Annex C-4 to reflect the differences from the Company's existing charter, which has been informally restated for the convenience of stockholders to include and reflect the various articles supplementary and amendments thereto. The summary of the proposed Declaration of Trust set forth below is qualified in its entirety by reference to Annex C-1 and C-4, which you should read in their entirety.

Comparison of Rights of Stockholders

        Annex C-5 sets forth a comparison of the material rights of holders of our common stock prior to the Conversion to the material rights of holders of our common shares of beneficial interest following the Conversion based on or governing documents, the MGCL and/or Maryland REIT Law, as applicable. This comparison summarizes the certain substantive differences, some of which may be material, in such rights, but is not intended to list or summarize all of the differences.

        The Company is currently a Maryland corporation, and as such, is governed by and subject to the existing charter, existing bylaws and the MGCL, which is a general corporation statute dealing with a wide variety of matters, including election, tenure, limitation of liabilities and indemnification of directors and officers, classification of the board, classification of shares, dividends and other distributions, meetings and voting rights of stockholders, and extraordinary actions, such as amendments to the charter, mergers, sales of all or substantially all of the assets and dissolution. The MGCL is based upon the Model Business Corporation Act, which is a model statute followed by many jurisdictions. Following the Conversion, the Company will be a Maryland REIT and will be governed by and subject to the proposed Declaration of Trust, new bylaws (which will be the existing bylaws amended and restated on substantially the same terms to reflect the Company's new form of organization as a Maryland REIT) and the Maryland REIT Law. The Maryland REIT Law covers certain of the matters covered by the Maryland General Corporation Law, including limitation of liabilities of trustees and officers, indemnification

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of trustees and officers, classification of the board, classification of shares, amendment to the declaration of trust, mergers of a Maryland REIT with other entities and certain provisions of the MGCL as applied expressly to Maryland REITs. However, there are certain provisions that are addressed in the Maryland General Corporation Law that are not specifically addressed in the Maryland REIT Law. In keeping with the customary practice of Maryland REITs and in order to minimize changes in the rights of our stockholders resulting from the Conversion, we intend to address these matters through our Declaration of Trust and bylaws.

        The foregoing description and the comparison in Annex C-5 are qualified in their entirety by reference to the full text of the proposed Declaration of Trust, which is attached hereto as Annex C-1, and has been marked in Annex C-4 to reflect the differences from the Company's existing charter, which has been informally restated for the convenience of stockholders to include and reflect the various articles supplementary and amendments thereto. We urge you to read carefully Annex C-1 and Annex C-4 in their entirety, as well as the relevant provisions of Maryland law for a more complete understanding of this comparison.

Effects of Not Approving the Conversion

        If the Conversion is not approved, we will remain a corporation organized under the MGCL and will continue to be governed by our existing charter, meaning that our stockholders will continue to have the right to approve any future sale of all or substantially all of our assets and subsequent dissolution. While this would not alter our investment objective of realizing the value with respect to the BTC Interests at the optimal time and in the optimal manner as determined by the Board of Directors, the disposition of the BTC Interests in the future and subsequent, liquidation, winding up and dissolution of the Company would, most likely, require stockholder approval at that time. In addition, if at the end of the 24-month period for our tax plan of liquidation we have not sold all of our assets and distributed all of the proceeds to our stockholders and therefore are required to convert into an entity that could be treated as a partnership for U.S. federal income tax purposes, we would be required by the MGCL to obtain stockholder approval for any such conversion of our organizational form, even though we would be required to do so as part of our tax plan of liquidation. Being required to seek stockholder approval in these circumstances could cause us to incur additional costs that would reduce the amount otherwise realized by our stockholders from such sale, and since these costs are generally fixed and do not vary materially based on the size of the transaction consideration, they would reduce the amount otherwise realized by our stockholders from the sale of the BTC Interests by a proportionally greater amount than the costs incurred to seek stockholder approval for this Proposal 2. In addition, the delays and risks presented by seeking such additional stockholder votes could introduce additional transaction risk to any potential buyer of the BTC Interests, which could negatively impact our ability to execute such sale, the terms and conditions of such a sale, or the value we realize from such sale. Finally, if we become contractually required under the BTC Partnership Agreements to sell our interests within a prescribed timeframe, the need to seek stockholder approval could have the effect of delaying the transaction beyond the contractually prescribed timeframe thereby resulting in us breaching our contractual obligations under the BTC Partnership Agreements and potentially incurring damages or injunctive relief in favor of our joint venture partner. In addition, it can be anticipated that a buyer of the BTC Interests could seek to impose a financial cost on the Company for failure to obtain stockholder approval, a risk that would be eliminated as the result of the Conversion.

Material U.S. Federal Income Tax Consequences of the Conversion

        The following is a discussion of material U.S. federal income tax consequences of the Conversion to U.S. Holders (as defined below) of our common stock. This summary, and the summary below under "Material U.S. Federal Income Tax Consequences of the Asset Sale," is based on the Code, U.S. Treasury regulations promulgated thereunder, rulings and other administrative pronouncements issued by the IRS, and judicial decisions, all as of the date of this Proxy Statement, and is subject to changes in these or other governing authorities, any of which may have a retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position to the contrary to any of the tax consequences described below or under "Material U.S. Federal Income Tax Consequences of the Asset Sale." This summary and the summary below under "Material U.S. Federal Income Tax Consequences of the Asset Sale" are for general information only and are not tax advice. They does not purport to discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder in light of its particular investment or tax circumstances or to holders subject to special rules under the Code (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, broker-dealers, partners in partnerships that hold our common stock, pass-through entities, traders in securities who elect to apply a mark-to-market method of accounting, stockholders who hold their common stock as part of a "hedge,"

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"straddle," "conversion," "synthetic security," "integrated investment" or "constructive sale transaction," individuals who receive our common stock upon the exercise of employee stock options or otherwise as compensation, holders who are subject to alternative minimum tax or any holders who actually or constructively own more than 5% of our common stock). This discussion and the discussion below under "Material U.S. Federal Income Tax Consequences of the Asset Sale" do not address the U.S. federal income tax consequences to investors who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion and the discussion below under "Material U.S. Federal Income Tax Consequences of the Asset Sale" do not address any state, local or non-U.S. tax consequences.

        A "U.S. Holder" is any beneficial owner of our common stock that is, for U.S. federal income tax purposes:

    An individual who is a citizen or resident of the United States;

    A corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, or of any state thereof, or the District of Columbia;

    An estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

    A trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust.

        If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds our common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the Conversion.

        THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE CONVERSION UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE CONVERSION TO THEM, INCLUDEING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

    Tax Consequences of the Conversion to the Company

        The Conversion should qualify as an F Reorganization and generally should not represent a taxable transaction to the Company for U.S. federal income tax purposes.

    Tax Consequences of the Conversion to U.S. Holders

        Assuming that the Conversion qualifies as a tax-free F Reorganization, then the following U.S. federal income tax consequences will result for U.S. Holders:

    1.
    no gain or loss will be recognized by U.S. Holders;

    2.
    the aggregate tax basis of the shares of beneficial interest after the Conversion will be equal to the aggregate tax basis of the common stock immediately prior to the Conversion;

    3.
    the holding period for the shares of beneficial interest after the Conversion will include such U.S. Holder's holding period for the common stock held immediately prior to the Conversion; and

    4.
    U.S. Holders generally will be required to report certain information to the IRS on their U.S. federal income tax returns for the taxable year in which the Conversion occurs, and to retain certain records related to the Conversion.

        In the event the Conversion does not qualify as an F Reorganization, a U.S. Holder would recognize gain or loss with respect to its common stock equal to the difference between the U.S. Holder's tax basis in its common stock and the fair market value, as of the effective time of the Conversion, of the common stock. In such event, a U.S. Holder's aggregate tax basis in the common stock after the Conversion would equal its fair market value and such U.S. Holder's holding period would begin the day after the Conversion. Such gain or loss will be capital gain or loss, which will be long-term capital gain or loss if the holding period with respect to such common stock is more than one year as of the date of the exchange. Preferential tax rates apply to long-term capital gains of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gains of a U.S. Holder that is a corporation. Deductions for capital losses are subject to complex limitations under the Code.

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    Tax Consequences of the Conversion to Tax-Exempt Holders

        Assuming that the Conversion qualifies as a tax-free F Reorganization, the Company does not expect the Conversion to result in any U.S. federal income tax consequences to tax-exempt U.S. Holders.

    Tax Consequences of the Conversion to Non-U.S. Holders

        A "non-U.S. Holder" is any holder (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder. Assuming that the Conversion qualifies as a tax-free F Reorganization, the Company does not expect the Conversion to result in any U.S. federal income tax consequences to non-U.S. Holders.

Conditions to the Conversion

        Other than stockholder approval, completion of the Asset Sale and payment of the Special Distribution, there are no conditions required to complete the Conversion. We will not complete the Conversion unless and until the Asset Sale is completed and the Special Distribution has been paid. Moreover, we are not required to complete the Conversion even if our stockholders approve it, and the Board of Directors may determine that the Conversion should be abandoned before it is completed.

Vote Required

        Approval of the proposal to approve the Conversion requires the affirmative vote of the holders of at least a majority of the shares of our outstanding common stock entitled to vote on this proposal as of the record date for the Annual Meeting. Because the required vote for this proposal is based on the number of votes our common stockholders are entitled to cast rather than on the number of votes actually cast, failure to vote your shares (including failure to give voting instructions to your brokerage firm, bank or other nominee) and abstentions will have the same effect as voting "against" the proposal to approve the Conversion.

Recommendation of our Board of Directors:

Our Board of Directors unanimously recommends that you vote "FOR" the approval of the Conversion.

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PROPOSAL 3—PROPOSAL TO ELECT SIX DIRECTORS

        Our Board of Directors has selected, on the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, our current directors as the director nominees to be re-elected to serve on our Board of Directors until the 2020 annual meeting of stockholders and until their respective successors are duly elected and qualify.

        Each nominee has consented to being named in this Proxy Statement and to serve if elected. If, prior to the Annual Meeting, any nominee should become unavailable to serve, the shares of voting securities represented by a properly executed and returned proxy will be voted for such additional person as shall be designated by our Board of Directors, unless our Board of Directors determines to reduce the number of directors in accordance with our charter and bylaws.

        Set forth below is certain information regarding each of our directors, including their respective position, age, biographical information, directorships held in the previous five years, and the experience, qualifications, attributes and/or skills that led our Board of Directors to determine that the person should serve as a director. For information regarding each director's beneficial ownership of shares of our common stock or partnership units in our Operating Partnership (the "OP Units"), see the "Security Ownership of Certain Beneficial Owners and Management" section, and the notes thereto, included in this Proxy Statement.

Nominee
  Business Experience and Qualifications
Evan H. Zucker
Chairman of the Board of Directors

Age: 54

Director since January 2013

Member of Investment Committee
Member of Management Committee

  Evan H. Zucker has served as the Chairman of our Board of Directors and as a director since January 2013. Mr. Zucker also has served as the Chairman of the Board of Directors and as a director of Black Creek Industrial REIT IV Inc. ("BCI REIT IV") since November 2014. Mr. Zucker also served as the President of Industrial Income Trust Inc. ("IIT") from October 2009 until his election to the Board of Directors of IIT as Chairman in March 2010. He served as Chairman of IIT until November 2015 when IIT was sold. Mr. Zucker has served as a manager of the Advisor since January 2013; a manager of BCI IV Advisors LLC, the advisor to BCI REIT IV, since November 2014; a manager of Industrial Income Advisors LLC, the former advisor to IIT, since October 2009; and a manager of Black Creek Diversified Property Advisors LLC, the advisor to Black Creek Diversified Property Fund Inc. ("DPF") since April 2005. From its inception until October 2006, Mr. Zucker was the Chief Executive Officer, President, Secretary and a director of DCT Industrial Trust (NYSE: DCT), which listed on the NYSE in December 2006. Mr. Zucker is a principal of both Dividend Capital Group LLC and Black Creek Group LLC, a Denver based real estate investment firm which he co-founded in 1993. Mr. Zucker has been active in real estate acquisition, development and redevelopment activities since 1989 and, as of June 30, 2019 with affiliates, has overseen directly, or indirectly through affiliated entities, the acquisition, development, redevelopment, financing and sale of real properties having combined value of approximately $19.5 billion. In 1993, Mr. Zucker co-founded American Real Estate Investment Corp., which subsequently became Keystone Property Trust (NYSE: KTR), an industrial, office and logistics REIT that was later acquired by Prologis Trust (NYSE: PLD) in August 2004. Mr. Zucker served as the President and as a director of American Real Estate Investment Corp. from 1993 to 1997 and as a director of Keystone Property Trust from 1997 to 1999. Mr. Zucker graduated from Stanford University with a Bachelor's Degree in Economics.

 

 

We believe that Mr. Zucker's qualifications to serve on our Board of Directors are demonstrated by his proven business acumen, including his over 25 years of experience with Black Creek Group LLC as a co-founder of the company, his position as a principal of Dividend Capital Group LLC, and his vast experience as a leader of and advisor to real estate investment companies, including DCT Industrial Trust, DPF and American Real Estate Investment Corp (which subsequently became Keystone Property Trust, NYSE: KTR).

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Nominee
  Business Experience and Qualifications
Dwight L. Merriman III

Managing Director Chief Executive Officer, Director

Age: 58
Director since January 2013

Member of Investment Committee
Member of Management Committee

  Dwight L. Merriman III has served as our Managing Director since May 2017, and as our Chief Executive Officer, member on our Board of Directors, and a member of the board of managers of the Advisor since January 2013. Mr. Merriman also has served as the Managing Director of BCI REIT IV since April 2017, as and Chief Executive Officer, member of the Board of Directors of BCI REIT IV, and as a member of the board of managers of BCI IV Advisors LLC since November 2014. Mr. Merriman also serves as the Managing Director and Chief Executive Officer of DPF since April 2017. Mr. Merriman also serves as Managing Director and Chief Executive Officer of Black Creek Industrial Fund GP LLC since September 2017, and of BCG BTC III Managing Member LLC since March 2019. Mr. Merriman also served as the Chief Executive Officer of IIT from March 2010 until November 2015 when IIT was sold, and has served as the Chief Executive Officer of Industrial Income Advisors LLC, the former advisor to IIT, since March 2010. Mr. Merriman also served as Chief Executive Officer and as a member of the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Merriman has over 30 years of real estate investment and development experience. Prior to joining the Company, Mr. Merriman served from September 2007 through March 2010 as a Managing Director and the Chief Investment Officer of Stockbridge Capital Group LLC ("Stockbridge"), a real estate investment management company based in San Francisco, California, which had more than $3 billion in real estate under management.

 

 

While with Stockbridge, Mr. Merriman served as a member of its investment and management committees, and was responsible for coordinating the investment activities of the company. From May 2000 to September 2007, Mr. Merriman was a Managing Director of RREEF Funds ("RREEF"), a real estate investment management company, in charge of RREEF's development and value-added investment opportunities in North America. While at RREEF, he served on the investment committee and was involved in approving approximately $5 billion in commercial real estate transactions, and he started CalSmart, a $1.2 billion value-added real estate investment fund with the California Public Employees' Retirement System. Prior to joining RREEF in 2000, Mr. Merriman served for approximately five years as a Managing Director at CarrAmerica Realty Corporation, where he was responsible for the company's acquisition, development and operations activities in Southern California and Utah. Prior to that, he spent 11 years with the Los Angeles development firm of Overton, Moore & Associates, where he was responsible for developing industrial and office property throughout Southern California. Mr. Merriman received a B.S. in Business Administration from the University of Southern California and an M.B.A. from the Anderson School at the University of California at Los Angeles. Mr. Merriman is a member of the Urban Land Institute.

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Nominee
  Business Experience and Qualifications
Marshall M. Burton
Independent Director

Age: 51

Director since March 2013

Member of Audit Committee
Member of Nominating and Corporate Governance Committee
Member of Investment Committee
Member of Conflicts Resolution Committee

  Marshall M. Burton has served as an independent director on our Board of Directors since March 2013. Mr. Burton also has served as an independent director on the Board of Directors of BCI REIT IV since August 2015 and of IIT from December 2009 until November 2015 when IIT was sold. Mr. Burton also served as an independent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Burton has more than 20 years of commercial real estate experience, including development, leasing, investment and management. In March 2014, Mr. Burton founded Confluent Holdings, L.L.C. to develop and invest in office, industrial and multi-family projects throughout the U.S. In April 2015, Mr. Burton expanded Confluent Holdings, L.L.C. and co-founded Confluent Development, L.L.C. in a merger with MVG, Inc., to form a diverse real estate investment and development platform with projects in various stages of development totaling $500 million. Mr. Burton is a board member and President of both MVG, Inc. and Confluent Development, L.L.C. From March 2011 to March 2014, Mr. Burton served as Senior Vice President and General Manager of Opus Development Company L.L.C., an affiliate of The Opus Group, a real estate developer ("Opus"), where he was responsible for managing operations and seeking new development opportunities in Denver, Colorado and in the western region of the U.S. Prior to joining Opus, Mr. Burton founded the Denver office of McWhinney, a real estate development company, in February 2010. As Senior Vice President of McWhinney, Mr. Burton oversaw operations for the commercial development team in the Denver metropolitan area and other strategic locations across the western U.S. Mr. Burton served as the Senior Vice President of Opus Northwest, L.L.C., a full-service real estate developer, from May 2009 through February 2010, and previously served as Vice President from October 2002 through September 2008 and in other capacities beginning in 1996. From September 2008 through June 2009, Mr. Burton served as Executive Vice President of Opus East, L.L.C., an interim position where he was charged with restructuring and winding down operations of Opus East, L.L.C. Opus East, L.L.C. and certain of its subsidiaries voluntarily filed for relief under Chapter 7 of the U.S. Bankruptcy Code in July 2009. Prior to joining Opus in 1996, Mr. Burton was co-founder of Denver Capital Corporation, a multi-bank community lending organization. Mr. Burton is a licensed Colorado Real Estate Broker and is active in many civic and real estate associations, including serving as Treasurer and President-elect of the National Association of Industrial and Office Properties and as an executive committee member of the Urban Land Institute. Mr. Burton received his Bachelor of Science in Business Administration from the University of Denver.

 

 

We believe that Mr. Burton's qualifications to serve on our Board of Directors include his over 20 years of experience overseeing the development, leasing, investment and management of commercial real estate. This experience provides a valuable perspective on the commercial real estate industry.

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Nominee
  Business Experience and Qualifications
Charles B. Duke
Independent Director

Age: 61

Director since March 2013

Chairman of Audit Committee
Member of Nominating and Corporate Governance Committee
Member of Investment Committee

  Charles B. Duke has served as an independent director on our Board of Directors since March 2013. Mr. Duke has served as an independent director of the Board of Directors of DPF since January 2006 and of BCI REIT IV since February 2016. Mr. Duke served as an independent director on the Board of Directors of IIT from December 2009 until November 2015 when IIT was sold. Mr. Duke is currently founder and Chief Executive Officer of To-Table Inc. ("To-Table"), a retailer of specialty gourmet foods. Prior to founding To-Table in November 2014, Mr. Duke was involved in the management of two ink jet cartridge remanufacturers and aftermarket suppliers. Mr. Duke served as Executive Vice President of IJR, Inc. in Phoenix, Arizona, from October 2012 to July 2014, and as the founder, President and Chief Executive Officer of Legacy Imaging, Inc. from 1996 through 2012. Mr. Duke has been active in entrepreneurial and general business activities since 1980 and has held several executive and management roles throughout his career, including founder, president, and owner of Careyes Corporation, a private bank, registered investment advisor and a member of the Financial Industry Regulatory Authority ("FINRA") based in Denver, Colorado, Chief Financial Officer at Particle Measuring Systems, a global technology leader in the environmental monitoring industry based in Boulder, Colorado, and Vice President of Commercial Loans at Colorado National Bank. Mr. Duke also spent four years with Kirkpatrick Pettis, the investment-banking subsidiary of Mutual of Omaha, as Vice President of Corporate Finance, involved in primarily mergers and acquisitions, financing, and valuation activities. Mr. Duke graduated from Hamilton College in 1980 with a Bachelor's Degree in Economics and English.

 

 

Our Board of Directors has determined that Mr. Duke is the audit committee financial expert. In that role, we believe that Mr. Duke brings a unique perspective to the audit committee, as he is the only audit committee member with investment banking experience. We believe Mr. Duke's qualifications to serve on our Board of Directors include his considerable business and financial experience, including specifically his experience as founder and president of a private bank and as Chief Financial Officer of a significant organization.

 

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Nominee
  Business Experience and Qualifications
Stanley A. Moore
Independent Director

Age: 80

Director since March 2013

Chairman of Nominating and Corporate Governance Committee
Chairman of Investment Committee
Member of Conflicts Resolution Committee

  Stanley A. Moore has served as an independent director on our Board of Directors since March 2013. Mr. Moore also has served as an independent director on the Board of Directors of BCI REIT IV since August 2015 and of IIT from February 2011 until November 2015 when IIT was sold. Mr. Moore also has served as an independent trustee on the board of trustees of DC Industrial Liquidating Trust from November 2015 to December 2017. Mr. Moore is a co-founder and chairman and the former Chief Executive Officer of Overton Moore Properties ("OMP"), a leading commercial real estate development firm in Los Angeles County that develops, owns and manages office, industrial and mixed-use space. He served as Chief Executive Officer of OMP from 1975 until January 2010 and has served as a director since 1972. Since its founding, OMP has developed and/or invested in over 30 million square feet of commercial space in California. Mr. Moore served as a member of the Board of Directors of The Macerich Company (NYSE: MAC), a leading owner, operator and developer of major retail properties, from 1994 through May 2015. Mr. Moore is past President of the Southern California Chapter of the National Association of Industrial and Office Parks, and is currently a board member of the Economic Resources Corporation of South Central Los Angeles. His many awards and citations include the Humanitarian of the Year awarded to him by the National Conference of Christians and Jews.

 

 

We believe that Mr. Moore's qualifications to serve on our Board of Directors include his nearly 40 years of experience as a Chief Executive Officer of a leading commercial real estate development firm, his expertise in the areas of acquisitions, development and management of commercial real estate, and more specifically, industrial properties, his leadership experience with the National Association of Industrial and Office Parks, and his service on civic and private and public company boards.

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Nominee
  Business Experience and Qualifications
John S. Hagestad
Independent Director

Age: 72

Director since September 2015

Member of the Audit Committee
Member of Investment Committee

  John S. Hagestad has served as an independent director on our Board of Directors of since September 2015. Mr. Hagestad also has served as an independent director of the Board of Directors of BCI REIT IV since August 2015. Mr. Hagestad is Senior Managing Director and co-founder of SARES REGIS Group, a vertically integrated real estate development services company focusing on both commercial and residential real estate. Mr. Hagestad has served in this role since 1993 and is responsible for overseeing all of SARES REGIS Group's commercial activities which includes the development, investment and management divisions. Mr. Hagestad serves on SARES REGIS Group's Executive Management Committee, which approves all property acquisitions and investment decisions and provides strategic planning for the future. During his career, Mr. Hagestad has been responsible for the acquisition and development of over 85 million square feet of commercial, office and industrial property totaling more than $6 billion in value. In 1972, he joined the Koll Company as a Vice President for project acquisition and development. Three years later he joined The Sammis Company as a founding partner responsible for all matters of finance and administration, with emphasis on lender and partner relationships. In 1990, Mr. Hagestad became President and Chief Executive Officer of the SARES Company (the successor to The Sammis Company), where he was instrumental in its merger with The Regis Group to create the SARES REGIS Group in 1993. Mr. Hagestad is a Certified Public Accountant and holds a bachelor's degree in Business Administration and a master's degree in Finance from the University of Southern California. He is a past trustee of the Urban Land Institute, a member of the Marshall School of Business Board of Leaders at the University of Southern California, the UCI Center for Real Estate, The Fisher Center for Real Estate and Urban Economics at UC Berkeley and the Real Estate Roundtable. He is also on the Board of Trustees / Directors for the Cystinosis Research Foundation.

 

 

We believe that Mr. Hagestad's qualifications to serve on our Board of Directors include his over 40 years of involvement in overseeing the development, acquisition and management of commercial, office and industrial real estate, in addition to his valuable accounting background. This experience provides a valuable perspective on the various facets of the real estate industry.

        Election of each of the nominees to our Board of Directors requires the affirmative vote of the holders of at least a majority of the shares of our common stock entitled to vote who are present in person or by proxy at the Annual Meeting. Withheld votes and broker "non-votes," if any, will have the same effect as a vote against each of the nominees to our Board of Directors.


Recommendation of our Board of Directors:

Our Board of Directors unanimously recommends that you vote "FOR" the election of each of the nominees for directors identified above.

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PROPOSAL 4—RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        KPMG LLP, an independent registered public accounting firm, served as the independent registered public accounting firm for us and our subsidiaries for the fiscal year ended December 31, 2018. The Audit Committee has appointed KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2019 and has further directed that the selection of the independent registered public accounting firm be submitted for ratification by the stockholders at the Annual Meeting.

        Representatives of KPMG LLP will be present at the Annual Meeting, will be given the opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions from stockholders.

        The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. Abstentions and broker "non-votes," if any, will have no effect on the result of the ratification of the appointment of KPMG LLP.


Recommendation of our Board of Directors:

        Our Board of Directors unanimously recommends that you vote "FOR" the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019.


PRINCIPAL ACCOUNTANT FEES AND SERVICES

        During the years ended December 31, 2018 and 2017, we engaged KPMG LLP to provide us with audit services. Services provided included the audit of annual financial statements, review of unaudited quarterly financial information, review and consultation regarding filings with the Commission, and consultation on financial accounting and reporting matters.

Fees

        Total fees billed by KPMG LLP for the services provided during the years ended December 31, 2018 and 2017 were $757,058 and $711,397, respectively, and consisted of the following:

 
  For the Year Ended
December 31,
 
 
  2018   2017  

Audit fees

  $ 757,058   $ 711,397  

Audit-related fees

         

Tax fees

         

All other fees

         

Total

  $ 757,058   $ 711,397  

        The Audit Committee has considered all services provided by KPMG LLP to us and concluded that this involvement is compatible with maintaining the independent registered public accounting firm's independence.

        The Audit Committee is responsible for appointing our independent registered public accounting firm and approving the terms of the independent registered public accounting firm's services. All fees for services provided by KPMG LLP in 2018 and 2017 were pre-approved by the Audit Committee.

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REPORT OF THE AUDIT COMMITTEE

        In accordance with, and to the extent permitted by the rules of the Commission, the information contained in the following Report of the Audit Committee shall not be incorporated by reference into any of Industrial Property Trust Inc.'s future filings made under the Exchange Act, and shall not be deemed to be "soliciting material" or to be "filed" under the Securities Exchange Act of 1934 (the "Exchange Act") or the Securities Act of 1933 (the "Securities Act").

        Roles and Responsibilities.    The Audit Committee is comprised of three independent directors and operates under a written charter adopted by our Board of Directors. The purpose of the Audit Committee is to be an informed and effective overseer of our financial accounting and reporting processes as well as hire, compensate, and evaluate the independent registered public accounting firm. Senior management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting. KPMG LLP, the Company's independent registered public accounting firm for 2018, is responsible for expressing an opinion on the conformity of the Company's audited financial statements in accordance with general accepted accounting principles.

        Required Disclosures and Discussions.    The Audit Committee has reviewed and discussed the Company's audited financial statements as of and for the year ended December 31, 2018 with management. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by Auditing Standard No. 1301: Communications with Audit Committees, issued by the Public Company Accounting Oversight Board. The Audit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence.

        Audit Committee Recommendation.    Based on the reviews and discussions referred to above, the Audit Committee recommends to our Board of Directors that the audited financial statements for the year ended December 31, 2018 be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 for filing with the Commission.

  THE AUDIT COMMITTEE

 

Charles B. Duke, Chairman
Marshall M. Burton
John S. Hagestad

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PROPOSAL 5—PROPOSAL TO APPROVE ADJOURNMENTS OF THE ANNUAL MEETING

        We are asking holders of our common stock to consider and vote on a proposal to approve any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Annual Meeting to achieve a quorum or to approve the Asset Sale or the Conversion.

        If the number of shares of common stock voting in favor of Proposal 1 and/or Proposal 2 to approve the Asset Sale and/or the Conversion, respectively, is insufficient to approve Proposal 1 and/or Proposal 2 at the time of the Annual Meeting, then the Company may move to adjourn the Annual Meeting in order to enable our Board of Directors to solicit additional proxies in favor of such proposal(s). In that event, stockholders will be asked to vote only upon the approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve the Asset Sale or the Conversion, and not on any other proposal, including Proposal 1 and Proposal 2. If the Company's stockholders approve of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve the Asset Sale or the Conversion, the Company may adjourn the Annual Meeting one or more times and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to approve the Asset Sale or the Conversion could mean that, even if the Company has received proxies representing a sufficient number of votes against the approval of Proposal 1 and/or Proposal 2 such that the proposal(s) would be defeated, the Company may adjourn the Annual Meeting without a vote on Proposal 1 and/or Proposal 2 and seek to obtain sufficient votes in favor of approval of Proposal 1 and/or Proposal 2 to obtain approval of such proposal(s). Pursuant to Maryland law and our bylaws, the chairman of the Annual Meeting may also adjourn the Annual Meeting to a date no more than 120 days after the record date, and may do so without a vote of the stockholders.

        Approval of this proposal requires the affirmative vote of a majority of all the votes cast at a meeting at which a quorum is present. For purposes of approving this proposal, abstentions and broker "non-votes" are not considered votes cast and therefore will have no effect on the outcome of this proposal. Approval of this Proposal is a not a condition to the completion of the Asset Sale.


Recommendation of our Board of Directors:

        Our Board of Directors unanimously recommends that you vote "FOR" the approval of any adjournments of the Annual Meeting for the purpose of soliciting additional proxies if there are not sufficient votes to achieve a quorum or to approve the Asset Sale or the Conversion.

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THE ASSET SALE

General Description of the Asset Sale

        In connection with the Asset Sale, the Company will sell all of the subsidiaries in which the Company has an ownership interest (other than our Operating Partnership, IPT Holdco, and the BTC Entities) to affiliates of Prologis pursuant to the Mergers, the Asset Transfers and the other transactions contemplated by the Merger Agreement. Following the Asset Sale, the Company will continue to exist and its remaining assets primarily will consist of its interests in its two unconsolidated joint venture partnerships, the BTC Portfolio, our stockholders will continue to own their shares of common stock of the Company and, subject to approval of the Conversion as contemplated by the Plan of Conversion, the Company will convert from a Maryland corporation to a Maryland REIT. The Company expects that, in accordance with the terms of the Merger Agreement, the Company's interests in the Unrelated Entities (the assets of which relate to the rights, operations or assets of the Company, the Operating Partnership, IPT Holdco or the BTC Entities) will be excluded from the Asset Sale. In addition, in accordance with the terms of the Merger Agreement, if additional subsidiaries of the Company and/or contracts, in each case that relate to the rights, operations or assets of the Company, the Operating Partnership, IPT Holdco or the BTC Entities are identified following the closing, such subsidiaries and/or contracts will be transferred or assigned back to the Company by Prologis. See "Merger Agreement—Cooperation Regarding Certain Contracts and Entities."

Election of the Asset Sale

        On July 15, 2019, the Company, Prologis and Merger Sub entered into the Original Merger Agreement, which was amended and restated by the Merger Agreement on August 20, 2019. The Original Merger Agreement provided that the Company had three options with respect to the Company's treatment of the BTC Interests and the Company could elect one of the three options by notice to Prologis no later than August 14, 2019, which date was extended to August 20, 2019. The three options were as follows:

    The formation of one or more new subsidiaries of the Operating Partnership to accept the equity interests in the Sale Subsidiaries and effect a business combination through a merger of one or more affiliates of Prologis with and into such newly formed subsidiaries of the Operating Partnership (the "Alternative Transaction");

    The sale or transfer of the BTC Interests to any person or persons at purchase prices and on terms designated by the Company (the "BTC Sale Transaction"); or

    The formation of a new subsidiary of the Company ("BTC Spinco") to accept and assume the BTC Interests, followed by the distribution of the Company's interests in BTC Spinco to the Special Limited Partner and the stockholders of the Company (a "BTC Spinoff").

        In the event that the Company elected a BTC Sale Transaction or a BTC Spinoff, Prologis agreed to acquire the Company through a merger of Merger Sub with and into the Company, with the Company surviving such merger as a subsidiary of Prologis. In the event that the Company elected the Alternative Transaction, the parties agreed to amend and restate the Original Merger Agreement to reflect the revised structure of such transaction. On August 20, 2019, the parties thereto amended and restated the Original Merger Agreement to reflect the election by the Company of the Alternative Transaction, which the parties agreed would be modified to take the form of the Asset Sale, pursuant to the terms of the Original Merger Agreement, as described in this Proxy Statement.

        In electing the Asset Sale, our Board of Directors considered a number of factors, including the following material factors which it viewed as supporting its decision to elect the Asset Sale by our common stockholders:

    the belief of our Board of Directors that the proposed Asset Sale provides a better alternative to our common stockholders as a result of the risks and uncertainties associated with registering the securities of a newly formed independent public company (BTC Spinco) with the Commission and state securities regulators, pursuing a listing of our common shares for trading on a securities exchange or any other alternatives to the Asset Sale;

    the potentially more favorable tax treatment to stockholders in the Asset Sale when compared with a BTC Spinoff;

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    restrictions under the BTC Partnership Agreements that limit our ability to sell the BTC Interests to a person other than our joint venture partner in the BTC Portfolio; and

    the lack of a compelling offer from our joint venture partner in the BTC Portfolio regarding the terms of a sale of such BTC Interests to such joint venture partner and the fact that we would be required to obtain the consent of our joint venture partner to a BTC Spinoff prior to the deadline for electing an Asset Sale pursuant to the terms of the Original Merger Agreement.

The Asset Sale Consideration

        The Asset Sale Consideration (as defined below) is based on a gross value of the Company (excluding the BTC Entities) of approximately $3,990,000,000. The $2,371,500,000 included in clause (i) of the definition of Asset Sale Consideration below was derived using an estimated balance sheet of the Company as of September 30, 2019 and deducting from the gross value: (i) the aggregate amount of outstanding indebtedness of the Company and its subsidiaries (which amount was estimated to be $1,557,000,000), (ii) the amount of the negative net working capital of the Company and its subsidiaries (which amount was estimated to be $24,400,000), and (iii) the amount of all expenses paid or incurred by the Company and its subsidiaries in connection with the Asset Sale and the other transactions contemplated by the Merger Agreement (which amount was estimated to be $37,100,000).

        In connection with the Asset Sale and in accordance with the terms of the Merger Agreement, Prologis will pay aggregate consideration to IPT Holdco equal to

    (1)
    $2,371,500,000, minus

    (2)
    the aggregate amount actually drawn under Operating Partnership's revolving credit facility as permitted by the Merger Agreement to provide working capital for the Company and the BTC Entities following the closing of the Asset Sale, plus

    (3)
    the aggregate amount of out-of-pocket costs paid or incurred by the Company and its subsidiaries in connection with (x) the formation of more than one New Holdco entity and engaging in more than one contribution transaction as requested by Prologis and (y) engaging in more than one merger and the Asset Transfers in the Asset Sale, plus

    (4)
    the payoff amount as of the date of closing of the Asset Sale of all indebtedness of the Company, Operating Partnership and any other subsidiary of the Company that is not acquired by Prologis in the Asset Sale, plus

    (5)
    the amount of all expenses paid or incurred by the Company and its subsidiaries in connection with the Mergers, the Asset Transfers and the other transactions contemplated by the Original Merger Agreement or the Merger Agreement that would have been payable or borne by the Company or any of its subsidiaries if the Company was merged with Merger Sub as provided in the Original Merger Agreement (including (x) the amount of any expenses that were incurred as a result of amending and restating the Original Merger Agreement and (y) transaction costs payable by the Company or any of its subsidiaries to the persons or entities set forth in the Company disclosure letter), minus

    (6)
    the closing net working capital amount (as defined below) (which amount may be negative, in which case the absolute value of the closing net working capital amount will be added).

        The "closing net working capital amount" means the aggregate amount, immediately prior to the effective time of the Asset Sale, of:

    the cash, other assets and other liabilities, net, of the Company, Operating Partnership, and any other subsidiary of the Company that is not acquired by Prologis in the Asset Sale, excluding:

    the aggregate amount actually drawn under Operating Partnership's revolving credit facility as permitted by the Merger Agreement to provide working capital for the Company and the BTC Entities following the closing of the Asset Sale,

    the aggregate amount of out-of-pocket costs described in clause (3) of the definition of Asset Sale Consideration above,

    the liabilities in respect of indebtedness described in clause (4) of the definition of Asset Sale Consideration above,

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      the amount of all expenses described in clause (5) of the definition of Asset Sale Consideration above,

      any accrued liabilities in respect of the "Asset Management Fee" payable to the New Advisor by Company in accordance with the Advisory Agreement in connection with the transactions contemplated by the Merger Agreement, and

      intangible assets and intangible liabilities,

    minus

    the aggregate amount of any distribution (without duplication) with respect to the shares of Company's common stock or OP Units permitted under the terms of the Merger Agreement that have a record date prior to the effective time of the Mergers and have not been paid prior to the date of closing of the Asset Sale.

        For example, and by way of illustration only, the following is a sample calculation of the Asset Sale Consideration:

Clause in
definition of Asset
Sale
Consideration
  Description   Amount  
(1)       $ 2,371,500,000  
    (Minus):        
(2)  

Amount drawn to fund post-closing working capital of the Company and the BTC Entities

  $ (57,000,000) *

 

 

Plus:

 

 

 

 
(3)  

Out-of-pocket costs incurred in connection with the formation of more than one new holdco entity and engaging in more than one contribution transaction and merger

  $ 1,000,000 *

 

 

Plus:

 

 

 

 
(4)  

Payoff amounts of indebtedness of the Company, Operating Partnership and other subsidiaries not being acquired by Prologis in the Asset Sale

  $ 906,000,000 *

 

 

Plus:

 

 

 

 
(5)  

Expenses paid or incurred by the Company and its subsidiaries in connection with the Mergers, the Asset Transfers and the other transactions contemplated by the Merger Agreement

  $ 37,100,000 *

 

 

(Minus) / Plus:

 

 

 

 
(6)  

Closing Net Working Capital Amount

  $ 24,700,000 *

 

Asset Sale Consideration

 
$

3,283,300,000

*

*
Numbers are estimates only and based on certain assumptions made by management of the Company. The actual amounts are subject to various and significant uncertainties, many of which are beyond the control of the Company and its subsidiaries, and which could cause actual results to differ materially from current expectations.

The Special Distribution

        Following the closing of the Asset Sale, our Operating Partnership will utilize a portion of the Asset Sale Consideration to, among other things, (i) pay off certain indebtedness of the Company, our Operating Partnership and any other subsidiary of the Company that is not acquired by Prologis in the Asset Sale and (ii) pay expenses incurred by the Company and its subsidiaries in connection with the Asset Sale. Our Operating Partnership will also retain from the Asset Sale Consideration the amount actually drawn under our Operating Partnership's revolving credit facility to provide working capital for the Company and the BTC Entities following the closing of the Asset Sale. Our Operating Partnership will distribute the remaining portion of the Asset Sale Consideration to the Company, as the sole holder of OP Units, and the New Special Limited Partner, as the sole holder of special partnership units in our Operating Partnership (the "Special Partnership Units"), in accordance with the distribution provisions set forth in the limited partnership agreement of our Operating Partnership, as amended (for more information about the Special Partnership Units, see below under "—Interests of Our Directors and

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Executive Officers in the Asset Sale—Special Partnership Units" and "—Sponsor Restructuring Transaction"). The Company will use a portion of the distribution it receives from our Operating Partnership to pay the New Advisor an amount equal to the "Asset Management Fee" that is payable by the Company in accordance with the Advisory Agreement in connection with the Asset Sale (for more information about such asset management fee, see below under "—Interests of Our Directors and Executive Officers in the Asset Sale—Asset Management Fee" and "—Sponsor Restructuring Transaction"). Following such payment by the Company to the New Advisor, the Company will distribute the balance of the distribution it receives from our Operating Partnership to the Company's stockholders on a pro rata basis (except that the cash distribution actually paid to holders of Class T Shares will be net of up to the aggregate amount of the Remaining Distribution Fees that are attributable to each Class T Share, which Remaining Distribution Fees will be paid by the Company at a discounted rate following the closing of the Asset Sale).

        For example, and by way of illustration only, if the Asset Sale Consideration is $3,283,300,000, then:

Prologis will pay the Asset Sale Consideration to IPT Holdco, and IPT Holdco will then distribute the Asset Sale Consideration to our Operating Partnership

  $ 3,283,300,000  

Our Operating Partnership will retain from the Asset Sale Consideration the aggregate of the following amounts:

       

Out-of-pocket costs incurred in connection with the formation of more than new holdco entity and engaging in more than one contribution transaction and merger (clause (3) in the definition of Asset Sale Consideration above)

  $ (1,000,000 )

Payoff amounts of indebtedness of the Company, our Operating Partnership and other subsidiaries not being acquired by Prologis in the Asset Sale (clause (4) in the definition of Asset Sale Consideration above)

  $ (906,000,000 )

Expenses paid or incurred by the Company and its subsidiaries in connection with the Mergers, the Asset Transfers and the other transactions contemplated by the Merger Agreement (clause (5) in the definition of Asset Sale Consideration above)

  $ (37,100,000 )

The closing net working capital amount, if such amount is a positive number (clause (6) in the definition of Asset Sale Consideration above)

  $ (24,700,000 )

            Remaining Portion of Asset Sale Consideration

  $ 2,314,500,000  

Our Operating Partnership will distribute the remaining portion of the Asset Sale Consideration as follows:

       

To the Company, as sole holder of OP Units

  $ 2,256,800,000  

To the New Special Limited Partner, as sole holder of the Special Partnership Units

  $ 57,700,000  

The Company will pay the New Advisor an amount equal to the "Asset Management Fee" that is payable by the Company in accordance with the Advisory Agreement in connection with the Asset Sale

  $ 24,800,000  

The aggregate amount available to the Company for distribution to its stockholders equals:

  $ 2,232,000,000  

Based on 177,998,231.368 shares of common stock (including Company Restricted Stock) outstanding as of September 23, 2019, each stockholder would receive the following amount per share of common stock:

  $ 12.54  

        The foregoing numbers are estimates only and based on certain assumptions made by management of the Company. The actual amounts are subject to various and significant uncertainties, many of which are beyond the control of the Company and its subsidiaries, and which could cause actual results to differ materially from current expectations. Statements about the amount of the Special Distribution to be received by holders of our common stock following the Asset Sale involve known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from future results expressed or implied by such forward-looking statements, including the actual amount of the distribution potentially to be received by the Company from our Operating Partnership, and by the Company's stockholders from the Company, following the Asset Sale. The holders of our common stock may receive a Special Distribution less than expected and should consider this risk in evaluating the Asset Sale.

Treatment of Company Restricted Stock in the Asset Sale

        In connection with the Asset Sale, as permitted under the terms of the IPT Equity Incentive Plan and the IPT Private Placement Equity Incentive Plan, our Board of Directors adopted resolutions providing that, immediately prior to the effective time of the Asset Sale, all restricted stock awards granted pursuant to the

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Company's Equity Incentive Plan or the Company's Private Placement Equity Incentive Plan ("Company Restricted Stock") that are outstanding immediately prior to the effective time of the Asset Sale will automatically become fully vested and free of any forfeiture restrictions (whether or not then vested or subject to any performance condition that has not been satisfied). At the effective time of the Asset Sale, each share of Company Restricted Stock will be considered (to the extent that such share of Company Restricted Stock is not otherwise considered to be outstanding) an outstanding share of common stock of the Company and will have right to receive the Special Distribution. Following the Asset Sale, holders of such Company Restricted Stock that vested in connection with the Asset Sale will continue to hold such vested shares of common stock in the Company free of any forfeiture restrictions. As of September 23, 2019, there were 281,277.094 outstanding shares of Company Restricted Stock.

Suspension of Distribution Reinvestment Plan and Share Redemption Program

        Pursuant to the Original Merger Agreement, the Company agreed to take all actions necessary to suspend the Company's Third Amended and Restated Distribution Reinvestment Plan (the "DRIP") and the Company's Second Amended and Restated Share Redemption Plan (the "SRP"). On July 15, 2019, the Company announced that our Board of Directors, including all of the independent directors, had voted to (i) suspend the DRIP, through the earlier to occur of the effective time of the merger contemplated by the Original Merger Agreement and the election by the Company in accordance with the terms of the Original Merger Agreement to pursue the Asset Sale and (ii) indefinitely suspend the SRP. On August 22, 2019, the Company announced that our Board of Directors, including all of the independent directors, had voted to suspend the DRIP until further action is taken by our Board of Directors with respect to the DRIP. Following the closing of the Asset Sale, the Company currently expects to terminate the DRIP.

        As a result of the of the suspension of the SRP, the Company will no longer process or accept any requests for redemption received. Following the closing of the Asset Sale, the Company currently expects to reinstate the SRP in the event of death of a stockholder up to an aggregate cap for all stockholders of $1.0 million.

Background of the Asset Sale and the Related Transactions

        We commenced our initial public offering in July 2013 and closed that offering in June 2017 after raising approximately $1.7 billion in investor equity.

        Our management team and our Board of Directors periodically review the Company's financial position and prospects in light of business and economic environments, developments in the industrial real estate sector, and conditions in the capital markets, in connection with consideration of our long-term business strategy.

        In the summer of 2017, our management and our Board of Directors discussed their view that many of our properties had increased in value from when they had been acquired. In order to maximize the total return to our existing stockholders, our Board of Directors decided not to continue to pursue further capital raising activities and to conduct a preliminary evaluation of strategic alternatives. At the direction of our Board of Directors, management then began the process of analyzing liquidity alternatives in order to potentially realize the value that our Board of Directors and management believed had and would be been created.

        In August 2017, our management team had preliminary discussions with Morgan Stanley and Eastdil Secured regarding their potential engagement to assist the Company in exploring potential liquidity options for the Company in light of the favorable valuation climate for industrial REITs at that time. The Company engaged Hogan Lovells US LLP, or Hogan Lovells, to provide legal counsel to our Board of Directors and the Company in connection with its consideration of liquidity options. At a meeting of our Board of Directors in September 2017, our Board of Directors approved the engagement of both Morgan Stanley and Eastdil Secured, and authorized Morgan Stanley and Eastdil Secured to begin to review a range of liquidity options for the Company. As part of the engagement, Morgan Stanley and Eastdil Secured were instructed by the Company to contact parties that might be interested in a sale transaction on behalf of the Company.

        In the fall of 2017, representatives of Morgan Stanley and Eastdil Secured began contacting selected potential buyers that might be interested in pursuing a strategic transaction with the Company. The Company opened a dataroom with confidential information regarding the Company to facilitate diligence for those potential buyers that had signed non-disclosure agreements. In the fall and winter of 2017, representatives of Morgan Stanley and Eastdil Secured held a series of calls with representatives of certain of the potential buyers to answer certain diligence questions of such potential buyers.

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        In November 2017, the Company engaged CBRE, Inc. ("CBRE") to serve as a real estate advisor to the Company in connection with any sale of the Company or its assets, based on CBRE's familiarity with the Company's properties and deep market expertise.

        In December 2017, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to discuss the status of marketing efforts by Morgan Stanley and Eastdil Secured in the potential sale process. Representatives of Morgan Stanley and Eastdil Secured also provided an analysis of the Company's portfolio relative to the portfolio of recent industrial real estate transactions. Our Board of Directors and representatives of Morgan Stanley and Eastdil Secured discussed the diligence efforts of potential buyers to date and the plan for engaging additional potential buyers in the following months. Our Board of Directors authorized continued discussions with potential buyers that had demonstrated an interest in acquiring the Company.

        In December 2017 and January 2018, members of the Company's management team reached out to, and had discussions with, several potential buyers regarding acquiring the Company or other potential strategic transactions involving the Company.

        In February 2018, an institutional investor that had engaged in discussions with the Company's management in late January 2018 submitted to the Company an unsolicited, non-binding offer to acquire the properties of the Company in an asset sale for approximately $3.5 billion in total asset value, which price did not include the Company's interests in the BTC Partnerships. This party requested exclusivity and a 60-day diligence period.

        On March 2, 2018, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to discuss an update on the strategic process since the August 2017 Board of Directors meeting, including the non-binding offer submitted by the institutional investor. Our Board of Directors determined that negotiating with respect to such offer was premature given the preliminary stage of the Company's evaluation of a potential sale transaction and that the offer did not offer sufficient certainty of value to the Company's stockholders to divert from the ongoing process. As a result, the Company communicated to this party that our Board of Directors was not prepared to accept exclusivity at this time and that the party should participate in the formal sale process.

        In April 2018, the Company's joint venture partner in the BTC Partnerships submitted to the Company an offer to purchase from the Company its limited partner and general partner interests in Build-to-Core Industrial Partnership I LP (but excluding any rights to carried interest or general partner fees) based on an aggregate value of Build-to-Core Industrial Partnership I LP of $1.025 billion. The Company considered the offer, but determined that it did not adequately value the Company's interests and communicated to its joint venture partner that it was not willing to accept its offer.

        On July 9, 2018, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to discuss an update on the strategic process since the August 2017 Board of Directors meeting. At this meeting, our Board of Directors discussed with management and its advisors the favorable pricing of recent transactions involving industrial properties and/or companies, and the potential growth in the Company's net operating income over the next six to twelve months as leasing activity continued. Our Board of Directors then concluded that, while the strategic process had generated interest in the Company's portfolio of assets and there was a risk that the market for industrial properties might decline, the potential benefits to stockholders from a valuation standpoint in allowing the Company to achieve increases in net operating income outweighed those risks, and that the current sale process should be suspended for the time being. At the request of our Board of Directors, management agreed to monitor and report back to our Board of Directors periodically on market conditions and the status of the lease up of the Company's portfolio so that our Board of Directors could continue to analyze and consider liquidity options.

        On December 19, 2018, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley and Eastdil Secured, to discuss recent market activity in the industrial real estate sector. Morgan Stanley and Eastdil Secured presented to our Board of Directors an update of market activity since the last meeting of our Board of Directors, including recent transactions. Management of the Company provided an update regarding the performance of the Company's assets. At the meeting, our Board of Directors reviewed the benefits and considerations associated with an initial public offering, a direct listing of the Company's common stock, a stock-for-stock merger of the Company with a publicly traded REIT, a conversion of the Company to an open ended fund, and a straight sale of the Company for cash. In light of favorable market conditions and having remained on track to achieve its targeted growth in the net operating income of the

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Company's properties, our Board of Directors determined that it was in the best interests of our stockholders to re-launch the Company's sale process, while still preserving the ability to pivot to a different strategic transaction. Our Board of Directors directed management to commence that process, with the assistance of Morgan Stanley, Eastdil Secured and Hogan Lovells.

        In early 2019, the Company was approached by a real estate investment management company about potentially pursing a tender offer for the Company's shares followed by conversion of the Company to an open end fund structure. Conversion to an open end fund structure was among the various strategic alternatives discussed with our Board of Directors. As a result, the Company engaged in preliminary discussions with such party, but those discussions did not lead to any proposal that merited further consideration by our Board of Directors.

        On February 20, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to review the work that had been performed following the decision of our Board of Directors in December 2018 to re-start the process for a potential sale of the Company. Representatives of Morgan Stanley and Eastdil Secured presented to our Board of Directors a list of potential buyers who should be targeted in this renewed sale effort, as well as an overview of the process for approaching such buyers. Our Board of Directors instructed Morgan Stanley and Eastdil Secured to contact and gauge the interest of the agreed upon list of potential buyers. Our Board of Directors also agreed that it would review all of its strategic options, including a public listing (whether through an initial public offering or a direct listing), at a subsequent meeting.

        Beginning in February 2019, representatives of Morgan Stanley and Eastdil Secured reached out to potential buyers regarding their interest in acquiring the Company. Ultimately, approximately 60 potential buyers were approached, and non-disclosure agreements were executed with 22 parties, including Prologis which executed a non-disclosure agreement on February 28, 2019. As part of this initial outreach, Morgan Stanley and Eastdil Secured contacted the institutional investor that submitted an offer in February 2018, but that investor declined to submit an offer in this process. During this period, Morgan Stanley and the Company made available certain additional financial and operating information to bidders who entered into non-disclosure agreements with the Company. The Company also analyzed its rights with respect to its joint venture partner relating to the Company's interests in the BTC Partnerships and the consequences of a sale transaction on the Company's interests in the BTC Partnerships. Representatives of management also met with representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells to discuss various structural issues related to a potential merger transaction. As a result of this process, our Board of Directors and management of the Company determined, after consultation with its legal and financial advisors, that, in the interest of simplifying the first phase of the sale process, the joint venture partner's rights with respect to a sale of the Company's interests in the joint venture, and given that the substantial majority of the Company's value would be derived from the Company's core, wholly-owned portfolio, and because of the un-stabilized nature of the properties in the BTC Partnerships, the Company's interests in the BTC Partnerships should be excluded from the first phase of the sale process.

        In March 2019, the sponsor of a special purpose acquisition company ("SPAC") contacted representatives of Eastdil Secured to inquire whether there was an opportunity for the SPAC and the Company to engage in a transaction that would result in the public listing of the Company's stock. Members of management of the Company and representatives of Eastdil Secured engaged in conversations with such party, but those conversations did not lead to any proposal that merited consideration by our Board of Directors.

        In March 2019, Morgan Stanley and Eastdil Secured, on behalf of the Company, established an electronic data room for due diligence materials on the Company, and 22 potential buyers, including Prologis, were given access to the electronic data room.

        On April 4, 2019, Morgan Stanley and Eastdil Secured, on behalf of the Company, sent a letter outlining "Phase I" of the sale process to 22 potential buyers, including Prologis. The process letter asked that all bidders submit their non-binding indication of interest to the Company by May 8, 2019. The process letter indicated the type of information that should be included in an indication of interest and instructed bidders that the bids should be for the equity interests of the Company taking into account only the asset owning entities in which the Company has a 100% ownership interest, which excluded the Company's interests in the BTC Partnerships.

        During the course of the first phase of the sale process, representatives of Morgan Stanley and Eastdil Secured had electronic and telephonic communications with various bidders, including Prologis, to facilitate their diligence requests.

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        On April 17, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to receive an update on the sale process from the Company's financial advisors. Representatives of Morgan Stanley and Eastdil Secured also provided an update on market activity in the real estate and industrial real estate markets since February 2019. At this meeting, the independent members of our Board of Directors met, together with representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, in an executive session to discuss the Company's treatment of the BTC Partnerships in a potential sale transaction. The independent members of our Board of Directors determined that the Company's interests in the BTC Partnerships should continue to be excluded from the sale process, among other reasons to simplify the bidding process, and noted that this decision could be revisited at a later date as appropriate.

        On May 8, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley and Hogan Lovells, to discuss an update on the process of the sale transaction. In light of recent improvements in the public markets, our Board of Directors had also requested that Morgan Stanley provide our Board of Directors with an analysis of a potential listing transaction and public offering of the Company's securities (an "IPO transaction"). Representatives of Morgan Stanley presented to our Board of Directors an overview of the industrial public REIT market and the mechanics of an IPO transaction by the Company. Our Board of Directors discussed the risks and benefits of an IPO transaction to the stockholders of the Company and determined that it was in the best interests of the stockholders to consider an IPO transaction in parallel to a sale transaction. Morgan Stanley noted that in its view, an IPO transaction would be better received in the market if the Company were internally managed and self-advised. In order to ensure that any potential conflicts of interest between the Company and its external advisor in connection with an IPO transaction or a sale transaction were considered by directors who did not have a conflict of interest in such transaction, our Board of Directors unanimously decided to form a special committee of the Company's four independent directors (the "Special Committee") to consider such matters.

        On May 8 and May 9, 2019, three potential buyers submitted non-binding cash offers to purchase 100% of the equity interests in the Company, excluding the BTC Partnerships. Party A, a leading global alternative investment manager, submitted an offer that valued the Company's wholly owned assets at $3.70 billion. Party B, a leading global alternative investment manager, submitted an offer that valued the Company's wholly owned assets at $3.68 billion. Prologis submitted an offer that valued the Company's wholly owned assets at $3.75 billion, which offer included an inquiry as to whether the Company would consider a stock merger consideration transaction. Our Board of Directors did not elect to engage in any discussions with Prologis regarding the possibility of stock consideration.

        On May 13, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to review the three written proposals received from each of Party A, Party B and Prologis. Morgan Stanley and Eastdil Secured noted that there was a fourth bid received orally rather than in writing, but it was significantly lower than the three written bids. That party never submitted a written offer. Morgan Stanley then discussed a timeline and process for moving toward a conclusion of the sale process. Our Board of Directors agreed that each of the parties that had submitted a written proposal should be invited to a second round of bidding, given the strength of each of the bids.

        Our Board of Directors then had a further discussion of whether the Company's interests in the BTC Partnerships should be included in the bids provided by potential buyers. Management of the Company informed our Board of Directors that, based on discussions with the Company's joint venture partner, it expected that the partner would separately submit an offer for the Company's interests in the BTC Partnerships. Our Board of Directors concluded that it continued to believe that, given the joint venture partner's rights with respect to a sale of the Company's interests in the joint venture, it did not believe that the Company's interests in the BTC Partnerships should be included in any larger sale transaction because our Board of Directors did not believe that the Company would receive maximum value for these interests in such a transaction. Instead, our Board of Directors concluded that it would evaluate the adequacy of any offer that was provided by the joint venture partner for its interests, but otherwise it would be willing to recommend that the Company engage in a spinoff transaction, whereby the Company's stockholders would continue to own an interest in the BTC Partnerships following a merger transaction for the rest of the Company.

        On May 15, 2019, our Board of Directors met, together with the Company's management and representatives of Hogan Lovells, to follow up on the May 8, 2018 directive of our Board of Directors to form the Special Committee. Our Board of Directors adopted resolutions to form the Special Committee and delegated

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responsibility for evaluating a potential internalization transaction between the Company and the external advisor in connection with an IPO transaction, and any other matters presenting potential conflicts of interest in connection with an IPO transaction or sale transaction, to the Special Committee. The Special Committee then met, together with representatives of Hogan Lovells, to discuss the process of the Special Committee selecting its own legal and financial advisors to assist the Special Committee in fulfilling its mandate, as well as the process for evaluating an IPO transaction concurrently with the ongoing sale process.

        On May 20, 2019, the Special Committee met, together with representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, in order to discuss a potential IPO transaction and related management internalization. Representatives of Morgan Stanley presented to the Special Committee Morgan Stanley's initial analysis of a potential IPO transaction and related internalization. The Special Committee determined that the Company should continue to evaluate such a transaction, but in a manner that would not delay or otherwise negatively impact the sale process. Members of the Special Committee then discussed the process for engaging its own legal counsel and financial advisors.

        Following the submission of initial bids in early May 2019, each of the three bidders requested through the Company's financial advisors to discuss with management management's broader industrial management platform and, and in the case of Party A and Party B, capabilities to potentially continue to manage the portfolio for some period of time following closing. During May 2019, members of the Company's management met with or spoke by phone with each of the bidders to review management's broader industrial management platform and, and in the case of Party A and Party B, capabilities to manage the portfolio following closing. No specific financial or other terms were discussed with management regarding management of the portfolio post-closing or otherwise.

        On May 22, 2019, Morgan Stanley and Eastdil Secured, on behalf of the Company, sent to the three remaining bidders in the sale process a "Phase II" process letter. This process letter outlined the process for the Company receiving final bids from these bidders, which were due June 27, 2019. Bidders were instructed to have diligence substantially completed and to be in a position to sign their draft markup of the merger agreement. The process letter informed bidders that they would be receiving access to the Phase II dataroom, which had additional confidential information regarding the Company, including the environmental and physical condition of the assets, lease information and other corporate and legal diligence items, in order to allow bidders to be substantially complete with diligence by the bid deadline. The process letter also requested that any comments to the bid draft merger agreement (which was to be provided at a later date) be submitted to the Company on or before June 13, 2019.

        The Special Committee held a meeting on May 28, 2019. The Special Committee reviewed the qualifications of several financial advisory firms that had made presentations to the Special Committee during the previous week. After discussion, the Special Committee approved the retention of legal and financial advisors to the Special Committee.

        During Phase II of the sale process, representatives of Morgan Stanley and Eastdil Secured, as well as various members of the Company management team, engaged in electronic and telephonic communications with Party A, Party B and Prologis related to fulfilling various diligence requests.

        On May 31, 2019, the Company posted to the Phase II dataroom a copy of the Company's bid draft merger agreement for review by each of the remaining bidders.

        On June 6, 2019, the Company received a proposal from the Company's joint venture partner in the BTC Partnerships to purchase the Company's limited partner interests in Build-To-Core Industrial Partnership I LP for $173.50 million (based on a valuation of Build-To-Core Industrial Partnership I LP of $1,465.70 million) and the Company's limited partner interests in Build-To-Core Industrial Partnership II LP for $37.46 million (based on a valuation of Build-To-Core Industrial Partnership II LP of $603.56 million), in each case subject to certain deductions. The proposal did not include an offer to buy the Company's general partner interests in each of the BTC Partnerships.

        The Special Committee held additional meetings on June 11, 2019 and June 18, 2019 with its legal and financial advisors. During these meetings, representatives of the Special Committee's financial advisor presented its views on the current market environment for public industrial REITs and the possible valuation of the Company in an IPO transaction, assuming the Company internalized management by acquiring a portion of the U.S. management platform of its external advisor. The Special Committee discussed the possible advantages and disadvantages of an IPO transaction as compared with a sale transaction but reached no conclusions, and determined to defer any decisions pending the receipt of the next round of bids in the sale transaction process.

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        On June 13, 2019, in accordance with the deadline for submission of any revisions to the bid draft merger agreement as set forth in the Phase II process letter, each of Party A and Prologis submitted revised drafts of the bid draft merger agreement to the Company. Party B did not submit a revised draft of the bid draft merger agreement to the Company on this date. Representatives of Morgan Stanley and Eastdil Secured engaged in discussions with Party B during which Party B conveyed a continued interest in the Company but relayed that they would not be submitting a revised draft of the bid draft merger agreement until an unspecified later date.

        On June 17, 2019, representatives of Hogan Lovells and representatives of Prologis and Mayer Brown LLP, or Mayer Brown, counsel to Prologis, discussed various tax related issues arising from the June 13, 2019 draft merger agreement sent by Prologis to the Company.

        On June 19, 2019, representatives of Hogan Lovells and representatives of Prologis and Mayer Brown had a further discussion regarding various issues arising from the June 13, 2019 draft merger agreement sent by Prologis to the Company. Among the issues discussed were the Company's ability to consummate a spinoff of the Company's interests in the BTC Partnerships prior to closing of the merger, covenants regarding the Company engaging in a spinoff or sale of the Company's interests in the BTC Partnerships and the Company's ability to pay its regular quarterly dividend between signing and closing.

        On June 21, 2019, representatives of Hogan Lovells and counsel to Party A discussed various issues arising from the June 13, 2019 draft merger agreement sent by Party A to the Company. Among the issues discussed were the treatment of the Company's interests in the BTC Partnerships, Party A's request for a six month delay in closing, and certain deductions from the purchase price, including for the Company's regular quarterly dividends.

        Between June 24 and June 26, 2019, representatives of Morgan Stanley and Eastdil Secured reached out to each of Prologis and Party A to provide them with an update on process between then and the offer deadline on June 27, 2019, as well as discuss due diligence related requests and matters. Morgan Stanley instructed each bidder to complete its diligence prior to June 27, 2019 and to resubmit a markup of the bid draft merger agreement to the Company on June 27, 2019, which markup should reflect the feedback provided in the preliminary discussions with Hogan Lovells.

        On June 26, 2019, representatives of Hogan Lovells and representatives of Prologis and Mayer Brown had further discussions with respect to tax issues related to the merger and a potential spinoff transaction.

        On June 27, 2019, the Company received offers and revised drafts of the merger agreements from each of Prologis and Party A. Prologis's bid letter offered an aggregate gross purchase price of $3.95 billion in cash for 100% of the Company's outstanding equity interests, but excluding the Company's interests in the BTC Partnerships, which offer equated to $13.31 per share net of debt and other cash adjustments but before deducting anticipated transaction costs. Prologis confirmed that it had completed its diligence and there would be no financing contingency to its offer. Party A's bid letter offer equated to a per share purchase price of $12.51 per share (when adjusted to be comparable to Prologis's offer per share), subject to certain deductions (including a deduction for all dividends paid after the Company's second quarter 2019 dividend payments), for 100% of the Company's outstanding equity interests, but excluding the Company's interests in the BTC Partnerships. Representatives of Morgan Stanley noted that Party A's offer equated to an aggregate gross purchase price of $3.82 billion in cash for 100% of the Company's outstanding equity interests, but excluding the Company's interests in the BTC Partnerships. Party A's offer remained subject to confirmatory diligence requests that would be submitted to the Company. Party A submitted debt commitment letters together with its bid letter, but its offer was not subject to a closing condition for financing. During several discussions with Morgan Stanley and Eastdil Secured, Party B indicated that it was not prepared to submit a formal offer prior to engaging in discussions with third party capital sources, and such engagement would require prior approval by the Company under the non-disclosure agreement between Party B and the Company. At the Company's direction, Morgan Stanley and Eastdil Secured encouraged Party B to submit a list of third party capital sources for Company approval as soon as possible. No such list was submitted by Party B.

        On July 1, 2019, our Board of Directors met, together with members of the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to discuss the bids received from each of Prologis and Party A. Representatives of Morgan Stanley and Eastdil Secured provided our Board of Directors with an overview of the offers from each of Prologis and Party A, including an explanation of purchase prices and adjustments to purchase prices to enable our Board of Directors to review the proposals on a comparable basis. Representatives of Morgan Stanley and Eastdil Secured also explained to our Board of Directors that Party B did not submit an offer. Representatives of Morgan Stanley and Eastdil Secured noted to our Board of Directors that

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while Prologis's letter stated the purchase price assumed that the Company would not pay its third quarter dividend, Morgan Stanley and Eastdil Secured had been told in subsequent conversations with Prologis that it would remove such prohibition without impact to the proposed purchase price. Morgan Stanley and Eastdil Secured further noted that any dividends paid by the Company after July 2019 would be deducted from Party A's purchase price. Representatives of Hogan Lovells then provided an overview of the markups of the bid draft merger agreement by each of Prologis and Party A. Our Board of Directors then authorized Hogan Lovells to have discussions with counsel to each of Prologis and Party A to further negotiate the non-economic terms of their offers. Our Board of Directors also authorized Morgan Stanley and Eastdil Secured to communicate to bidders that our Board of Directors would be selecting its counterparty to this transaction on July 3, 2019, and each bidder should submit its best and final offer on July 3, 2019.

        Later in the day on July 1, 2019, representatives of Hogan Lovells had conference calls with counsel to each of Party A and Prologis about their revised merger agreement drafts. Representatives of Hogan Lovells provided feedback to each bidder as to how such bidder could make the non-economic terms of its offer more competitive, and also discussed with both bidders the possibility of an asset sale transaction as an alternative to a spinoff transaction. Following the call with Prologis, Prologis and the Company were generally aligned on all material issues in the merger agreement; however, certain material business and economic issues remained outstanding in the merger agreement proposed by Party A, including certain purchase price adjustments and termination rights and fees requested by Party A.

        Also on July 1, 2019, in order to minimize inconsistencies or adjustments, representatives of Morgan Stanley communicated with Prologis and Party A to clarify assumptions in their respective roll forward balance sheets and sources and uses. Representatives of Morgan Stanley instructed each bidder to submit its best and final offer to the Company on July 3, 2019, together with a revised draft of the merger agreement, which should reflect responses to feedback from the Hogan Lovells team.

        On July 2 and 3, 2019, representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells provided Prologis with information and materials that satisfied Prologis's outstanding due diligence requests.

        On July 2, 2019, in response to the confirmatory diligence list submitted with Party A's markup of the bid draft merger agreement, representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells held diligence calls with counsel to Party A in order to complete Party A's diligence. The parties were able to resolve most of Party A's diligence questions, but Party A noted that there remained certain property-related diligence items that Party A would need to resolve to its satisfaction prior to entering into a merger agreement.

        Later in the day on July 2, 2019, Party A submitted a further revised draft of the merger agreement. Prologis did not resubmit a draft of the merger agreement because the Company was satisfied that there were no material open issues that merited a new draft of the merger agreement from Prologis.

        In the morning of July 3, 2019, our Board of Directors met, together with members of management of the Company and representatives of Hogan Lovells, to discuss an update on the sale process and determine whether to pursue an IPO transaction or a sale transaction. Representatives of Morgan Stanley provided our Board of Directors with a presentation regarding the potential pricing of an IPO transaction relative to a sale transaction, and Morgan Stanley and Eastdil Secured provided our Board of Directors with an update on discussions with Prologis and Party A over the prior two days. Members of our Board of Directors discussed a potential IPO transaction relative to a potential sale transaction and expressed the belief that it would be unlikely that the Company could achieve as high of a price for stockholders in an IPO transaction as it could in a sale transaction.

        Representatives of Hogan Lovells reviewed with our Board of Directors the terms of the proposed merger agreements with each of Prologis and Party A, including deal protection measures under each draft merger agreement, including the size of the company termination fee, reverse termination fee (in the case of Party A), stockholder approval requirements and the Company's "fiduciary out" under certain circumstances. Representatives of Hogan Lovells noted that, while the Company would be able to negotiate a definitive agreement with either bidder, there remained more open issues in Party A's proposed merger agreement, including Party A's continued position that the Company could not pay a third quarter dividend without reducing the purchase price and Party A's need for five months before it would be ready to close the transaction. Representatives of Morgan Stanley proposed that it seek the best and final offers from the bidders later that day, with the expectation that the Company would need to enter into an exclusivity agreement with the bidder that was selected by our Board of Directors. After further discussion by our Board of Directors, our Board of Directors unanimously decided that a sale transaction would provide the best value and certainty of execution to the

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stockholders of the Company, and that the Company should proceed with a sale transaction rather than an IPO transaction. Our Board of Directors also unanimously decided that it was in the best interests of the Company to exclude the Company's interests in the BTC Partnerships from any sale transaction, and that our Board of Directors would determine the best course of action with respect to the BTC Partnerships following the signing of a merger agreement. Our Board of Directors then unanimously authorized representatives of Morgan Stanley and Eastdil Secured to continue discussions with Prologis and Party A to obtain their best and final offers later that day.

        Over the course of the day on July 3, 2019, representatives of Morgan Stanley and Eastdil Secured participated in various conference calls with representatives of Prologis and Party A to solicit best and final offers, which were submitted by each of Prologis and Party A during the afternoon of July 3, 2019, and to clarify certain aspects of such offers. As a result of one such conversation, Prologis resubmitted its offer, clarifying, among other things, the treatment of dividends between signing and closing, as well as removing certain assumptions relating to the Company's funding of capital expenditures and leasing costs prior to the closing.

        In the evening of July 3, 2019, our Board of Directors met, together with members of the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells, to review the final offers of each of Prologis and Party A and to select the winning bidder in the sale process. Representatives of Morgan Stanley provided an overview of discussions with each of Prologis and Party A over the course of the day, reporting that Prologis had increased its offer price by a total of $40 million (or approximately 22 cents per share), for a total aggregate purchase price of $3.99 billion, and that Party A had increased its purchase price by a total of $68 million (or approximately 25 cents per share) for a total aggregate purchase price of $3.86 billion. Representatives of Hogan Lovells then provided an overview of the forms of merger agreements proposed by each of Prologis and Party A. Representatives of Hogan Lovells noted that Party A had ultimately agreed that the Company could pay its third quarter dividend in its final negotiations. After considering the higher price offered by Prologis and fewer open issues in the proposed merger agreement of Prologis, our Board of Directors unanimously approved a resolution to proceed with a merger transaction with Prologis and to enter into an exclusivity agreement with Prologis for a limited period of time. During this time, the parties would work through the final issues in the proposed merger agreement, particularly relating to the Company's treatment of its interests in the BTC Partnerships.

        Later in the evening on July 3, 2019, representatives of Hogan Lovells, on behalf of the Company, sent to Prologis and Mayer Brown a revised draft of the merger agreement, which responded to Prologis's June 27, 2019 draft merger agreement. The revised merger agreement included additional mechanics regarding the transactions related to the BTC Partnerships in order to provide the Company with flexibility to choose a structure retaining or disposing of its interests in the BTC Partnerships between signing and closing and also extended the "outside date" of the merger closing in order to allow the Company more time to complete any transactions related to the BTC Partnerships. The revised merger agreement also provided for a $65 million termination fee, which was a lower fee than Prologis's proposal of 3% of the deal value, and which amount had been agreed upon by the parties earlier that day. In addition, in response to Prologis's request for exclusivity, representatives of Hogan Lovells, on behalf of the Company, sent to Prologis and its counsel a draft exclusivity agreement providing Prologis with exclusivity through 11:59 p.m. on July 14, 2019.

        Also on July 3, 2019, the Company sent to its joint venture partner a draft of a consent letter pursuant to which the Company requested that its joint venture partner consent to a potential spinoff of the Company's interests in the BTC Partnerships to a newly formed public company that would hold such interests if the Company elected to do so.

        On July 8, 2019, the board of directors of Prologis met to discuss the merger agreement and the proposed merger consideration, and approved the merger and authorized the management of Prologis and its legal counsel to finalize the merger agreement. The Prologis board of directors further established a merger committee of the board of directors of Prologis to approve the final terms of the merger agreement and any amendments thereto.

        On July 9, 2019, after discussions between Prologis and the Company regarding the parties' preferred timing for announcing the transaction should the parties enter into an agreement, the Company agreed to accept an exclusivity period that extended to 11:59 p.m. on July 15, 2019, and the parties executed the exclusivity agreement.

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        Throughout the day on July 9, 2019, members of the Company's management and representatives of Hogan Lovells had various discussions with representatives of Prologis and its counsel regarding issues in the merger agreement, including the Company's treatment of the Company's interests in the BTC Partnerships. The Company emphasized its need for flexibility to pursue a structure that maximizes the value of the assets held by the BTC Partnerships, which remained subject to continuing analysis by the Company and would not delay the merger transaction with Prologis. Prologis accepted the ability of the Company to make an election among three alternatives for treatment of the BTC Partnerships following signing the merger agreement—a sale of the BTC Partnership interests, a spinoff of the BTC Partnership interests or an asset sale transaction—but insisted on setting a deadline by which the Company would need to make such election.

        Later in the day on July 9, 2019, Mayer Brown, on behalf of Prologis, sent to the Company and Hogan Lovells a revised draft of the merger agreement, together with the disclosure schedules to the merger agreement. The majority of Prologis's revisions were related to the treatment of the Company's interests in the BTC Partnerships, including the addition of a deadline, which was left blank, by which the Company needed to elect one of the three options relating to the BTC Partnerships outlined in the merger agreement. Prologis also made changes to how consideration to the Company would be calculated in an asset sale transaction.

        On July 11, 2019, Hogan Lovells, on behalf of the Company, sent a revised draft of the merger agreement to Prologis and Mayer Brown. The majority of the Company's changes related to preserving the Company's optionality relating to electing a transaction structure relating to the BTC Partnerships following signing of the merger agreement, including proposing an election deadline for such transaction of 60 days following the signing of the merger agreement, allowing the Company to change its election from a spinoff transaction to a sale of its interests in the BTC Partnerships following such election deadline, and extending the outside date for the merger from January 31, 2020 to March 1, 2020.

        Between July 12, 2019 and July 15, 2019, Prologis and Mayer Brown and the Company and Hogan Lovells continued to negotiate the remaining issues in the merger agreement by conference call and by exchange of drafts of the merger agreement. The majority of the negotiations related to the Company's ability to choose the appropriate treatment for its interests in the BTC Partnerships following the signing of the merger agreement and ensuring that the Company would have sufficient time to consummate any transaction relating to the BTC Partnerships prior to the outside date under the merger agreement. Ultimately, Prologis agreed to allow the Company, at its election, to extend the closing date of the merger until February 28, 2020 to consummate a spinoff transaction or the sale of the Company's interests in the BTC Partnerships, provided that if the Company was unable to consummate such spinoff or sale transaction prior to February 28, 2020, the parties agreed to pursue an asset sale transaction and close such sale prior to March 31, 2020. In addition, the parties agreed to an outside date of February 28, 2020, which may be extended to March 31, 2020 in order to consummate an asset sale transaction in the event that the Company previously elected a spinoff transaction or a sale of the Company's interests in the BTC Partnerships that was not consummated by February 28, 2020. Due to the potentially later closing date, the Company agreed that the Company termination fee would increase from $65.0 million to $96.0 million in the event that the approval of the Company's stockholders has not been received by January 15, 2020. The Company agreed that it would make an election relating to the Company's treatment of the BTC Partnerships on or prior to August 14, 2019. In addition, even after an election, the Company retained the flexibility to change its initial election from a spinoff transaction to a sale of the Company's interests in the BTC Partnerships or an asset sale transaction, or from a spinoff transaction or a sale of the interests in the BTC Partnerships to an asset sale transaction, in each case following its initial election and prior to commencement of mailing this proxy statement. The Company and Prologis negotiated and finalized a tax matters agreement with respect to potential post-closing tax matters in the event the Company elected the spinoff option regarding the Company's interest in the BTC Partnerships. The Company and Prologis also finalized the methodology for calculating the consideration to be paid in an asset sale transaction during this period.

        On July 15, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley, Eastdil Secured and Hogan Lovells. Representatives of Hogan Lovells provided a detailed review of the terms of the merger agreement, noting changes from the draft reviewed with our Board of Directors at the July 3, 2019 meeting, including the exclusion of the Company's interests in the BTC Partnerships and the Company's right to elect the appropriate treatment of such interests as set forth in the merger agreement. Representatives of Morgan Stanley then reviewed with our Board of Directors the financial aspects of the proposed merger transaction, including its financial analysis of the per share merger consideration, and rendered an oral opinion, which was confirmed by delivery of a written opinion dated July 15, 2019, to our Board of Directors to the effect that, as of such date and based upon and subject to the various assumptions made,

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procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the per share merger consideration to be received by holders of Company common stock (other than the Company and its affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders. At the meeting, after discussion and taking into account factors described in greater detail elsewhere in this proxy statement, our Board of Directors unanimously approved the merger transaction and the various other transactions to be undertaken in connection with the merger.

        On July15, 2019, the merger committee of the board of directors of Prologis approved the merger agreement.

        Later in the day on July 15, 2019, Hogan Lovells circulated an execution copy of the merger agreement, and representatives of the Company and Prologis executed the agreement. The Company and Prologis each issued press releases announcing the transaction later that day.

        Throughout June and July 2019, the Company and its joint venture partner in the BTC Partnerships had discussions regarding the joint venture partner's consent to a possible spinoff transaction. These discussions resulted in a draft consent, but certain terms were unresolved and prior to finalization of the terms of such consent and certain related amendments to the BTC Partnership Agreements, the Company determined that pursuing the Asset Sale was preferable to a spinoff transaction, and as a result the joint venture partner's consent was not necessary in connection with the Asset Sale.

        On July 26, 2019, our Board of Directors met, together with the Company's management and representatives of Hogan Lovells, to discuss the Company's options with respect to its interests in the BTC Partnerships (recognizing that under the Original Merger Agreement, the Company was required to make an election with respect to the treatment of Company's interests in the BTC Partnerships). Our Board of Directors reviewed the offer from the joint venture partner, as well as estimates of current value and projections of the potential value of each of the BTC Partnerships if such interests were retained. Our Board of Directors also discussed the status of negotiations with the joint venture partner and was provided a summary of the proposed terms under which the joint venture partner would provide its consent to a spinoff transaction. Following this discussion, our Board of Directors unanimously determined that the joint venture partner's offer to purchase the Company's interests in the BTC Partnerships was not adequate and should not be accepted. Our Board of Directors agreed to meet again the following week to continue the discussion. In addition, our Board of Directors concluded that an Asset Sale was most likely to maximize value to stockholders, including as a result of the tax treatment of the Asset Sale relative to the other options, notwithstanding the fact that an Asset Sale would result in the retention by the Company of any residual liabilities that the Company and certain of its retained subsidiaries may have. In addition, our Board of Directors took into consideration the fact that the Company would need to hold back a portion of the merger consideration to fund the Company's capital commitment obligations under the terms of the BTC Partnerships and to fund ongoing operating expenses as a public company in connection with an Asset Sale, as would also be the case in a spinoff transaction.

        On July 30, 2019, our Board of Directors met again, together with the Company's management and representatives of Hogan Lovells, to continue its discussion regarding the Company's options with respect to its interests in the BTC Partnerships. Our Board of Directors determined that it would continue to consider options with respect to maximizing value for stockholders with respect to the Company's interests in the BTC Partnerships, but in the meantime, the Company should pursue an Asset Sale with Prologis due to the advantages of such option to the Company's stockholders relative to the other options for the BTC Partnerships under the Original Merger Agreement. Our Board of Directors directed management of the Company to negotiate an Asset Sale with Prologis, including an amended and restated merger agreement to reflect this new structure, and instructed management to negotiate for the ability to effect the closing in January 2020.

        On August 7, 2019, representatives of Prologis, Mayer Brown, the Company and Hogan Lovells participated in a conference call to discuss the draft amended and restated merger agreement, including a proposal by Prologis to increase its flexibility to effect 1031 exchange transactions and allocate assets among different holding companies following the signing of the amended and restated merger agreement. In addition, the parties discussed the Company's intention to elect an Asset Sale under the Original Merger Agreement, provided that the parties could agree on acceptable terms of an amended and restated merger agreement.

        Later in the day on August 7, 2019, Hogan Lovells, on behalf of the Company, sent an initial draft of an amended and restated merger agreement to Prologis and Mayer Brown incorporating proposed changes in the agreement to reflect the Asset Sale option. The draft agreement proposed that the closing of the Asset Sale would not occur prior to January 8, 2020.

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        On August 11, 2019, Mayer Brown, on behalf of Prologis, sent to the Company and Hogan Lovells a revised draft of the amended and restated merger agreement, which draft proposed additional flexibility for Prologis to engage in 1031 exchange transactions for certain assets identified by Prologis prior to closing the Asset Sale, as well as more restrictive covenants governing the Company's operations for the period between the stockholder meeting and closing of the Asset Sale, since the closing now was not contemplated to occur until January 2020.

        On August 13, 2019, representatives of Prologis, Mayer Brown and Hogan Lovells participated in a conference call to discuss the amended and restated merger agreement and certain structural matters related to the Asset Sale.

        Later in the day on August 13, 2019, at the request of the Company, Prologis extended the election deadline under the Original Merger Agreement for the Company to elect its preferred treatment of its interests in the BTC Partnerships from August 14, 2019 to August 20, 2019.

        On August 14, 2019, our Board of Directors met, together with the Company's management and representatives of Morgan Stanley and Hogan Lovells, to discuss the amended and restated merger agreement and the status of negotiations with Prologis related to the Asset Sale. Representatives of Hogan Lovells provided a detailed review of the terms of the amended and restated merger agreement, noting changes from the Original Merger Agreement and issues that remained subject to negotiation with Prologis. Representatives of Morgan Stanley reviewed with our Board of Directors the approaches to financial analysis being performed by Morgan Stanley regarding the proposed Asset Sale. Our Board of Directors then approved the election of the Asset Sale pursuant to the terms of the Original Merger Agreement, subject to finalization of the terms of an amended and restated merger agreement with Prologis.

        From August 14, 2019 through August 20, 2019, the Company and Hogan Lovells and Prologis and Mayer Brown continued to negotiate the amended and restated merger agreement, including the exchange of drafts of such agreement and various conference calls between representatives of the parties.

        On August 19, 2019, the merger committee of the board of directors of Prologis approved the amended and restated merger agreement.

        On August 20, 2019, our Board of Directors met again, together with the Company's management and representatives of Morgan Stanley and Hogan Lovells, to approve the amended and restated merger agreement. Representatives of Morgan Stanley reviewed with our Board of Directors its financial analysis of the consideration to be received by IPT Holdco in the Asset Sale and rendered an oral opinion, which was confirmed by delivery of a written opinion dated August 20, 2019, to our Board of Directors to the effect that, as of such date and based upon and subject to the various directions and assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the aggregate consideration to be received by IPT Holdco pursuant to the amended and restated merger agreement (as provided in Morgan Stanley's fairness opinion) was fair from a financial point of view to IPT Holdco. At the meeting, after discussion and taking into account factors described in greater detail elsewhere in this proxy statement, our Board of Directors unanimously approved the Asset Sale, the amended and restated merger agreement, and the various other transactions to be undertaken in connection with the Asset Sale.

        Later in the day on August 20, 2019, representatives of Hogan Lovells circulated an execution copy of the amended and restated merger agreement, and representatives of the Company and Prologis executed the agreement.

Recommendations and Reasons for the Asset Sale

        In evaluating the Asset Sale, our Board of Directors consulted with our Advisor, executive officers, management and our outside legal and financial advisors and, in reaching its decision to approve the Asset Sale, our Board of Directors considered a number of factors, including the following material factors which it viewed as supporting its decision to approve and recommend approval of the Asset Sale by our common stockholders:

    our Board of Directors' knowledge of the business, operations, financial condition, earnings and prospects of the Company, as well as its knowledge of the current and prospective environment in which the Company operates, including certain economic and market conditions;

    the limited number of potential purchasers with the financial ability to acquire our assets;

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    the extensive marketing of the Company to potential merger partners over an extended period of time. See "—Background of the Asset Sale and the Related Transactions" on page 51 in this Proxy Statement;

    favorable conditions for sale transactions in the industrial real estate markets generally and industrial real estate in particular, including prices for industrial real estate assets being at or near historical highs with capitalization rates at or near historical lows, the low interest rate environment and the possibility that interest rates may rise in the near future;

    the fact that the price to be paid by Prologis was the highest price received from knowledgeable and financially capable bidders;

    the fact that the termination fee of $65.0 million (which termination fee increases to $96.0 million if stockholder approval is not obtained on or before January 15, 2020) payable by us in certain circumstances was viewed by our Board of Directors, after consultation with our advisors, as reasonable and not likely to preclude any other party from making a competing acquisition proposal;

    our Board of Directors' ability, under the Merger Agreement, to withdraw, modify or amend its recommendation that our common stockholders vote to approve the Asset Sale under certain circumstances, subject to payment of a termination fee of $65.0 million (which termination fee increases to $96.0 million if stockholder approval is not obtained on or before January 15, 2020) if Prologis elects to terminate the Merger Agreement;

    our ability to terminate the Merger Agreement, under certain circumstances, in order to enter into a definitive agreement providing for a superior proposal if our Board of Directors determines, after consultation with advisors and after taking into account any changes to the terms of the Merger Agreement proposed by Prologis, that the superior proposal continues to be a superior proposal, upon payment of a termination fee of $65.0 million (which termination fee increases to $96.0 million if stockholder approval is not obtained on or before January 15, 2020);

    the high probability that the Asset Sale would be completed based on, among other things, Prologis's size, financial liquidity and proven ability to complete large acquisition transactions on agreed terms, including its recent acquisition of DCT Industrial Trust Inc., and Prologis's extensive ownership, development and operating experience in the real estate industry generally and the industrial real estate sector in particular;

    the lack of a financing condition for the Asset Sale;

    the fact that no public trading market currently exists for our common stock and that the form of consideration to be paid to our common stockholders via the Special Distribution following the Asset Sale is cash, thereby providing our common stockholders with the certainty of the value of their consideration and the ability to realize immediate value for almost all of their investment;

    the willingness of Prologis to structure the transaction to permit us to exclude the BTC Interests, which allows us to continue to pursue our investment strategy with respect to the BTC Interests to realize the value with respect to these interests at the optimal time and in the optimal manner, including by a sale or sales to our joint venture partner or to one or more third parties, as determined by our Board of Directors;

    the terms and conditions of the Merger Agreement, which were reviewed by our Board of Directors in consultation with our advisors, and the fact that such terms were derived from arm's-length negotiations among the parties;

    the opinion, dated August 20, 2019, of Morgan Stanley to our Board of Directors as to the fairness, from a financial point of view and as of such date, to IPT Holdco of the $3.99 billion aggregate consideration to be received in the Asset Sale by IPT Holdco pursuant to the Merger Agreement, which opinion was based on and subject to the assumptions made, procedures followed, factors considered and limitations on the review undertaken as more fully described in the section entitled "—Opinion of Our Financial Advisor" on page 63 in this Proxy Statement; and

    the fact that the Asset Sale would be subject to the approval of our common stockholders, and our common stockholders would be free to reject the Asset Sale by voting against the Asset Sale for any reason, including if a higher offer were to be made prior to the stockholders meeting (although we may be required to pay a termination fee if we subsequently were to enter into a definitive agreement relating to and consummate an acquisition proposal under certain circumstances).

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        Our Board of Directors also considered the following potentially negative factors in its deliberations concerning the Asset Sale:

    the Asset Sale would preclude our common stockholders from having an opportunity to participate in any future performance of our assets (other than our interests in the BTC Portfolio), future earnings growth, future appreciation of our common share value or future dividends that could be expected as a stand-alone company;

    the fact that the cash proceeds from the Asset Sale distributed to our common stockholders would be taxable to our common stockholders for U.S. federal income tax purposes;

    the significant costs involved in connection with entering into and completing the Asset Sale or, alternatively, failing to consummate the Asset Sale, and related disruptions to the operation of our business;

    the restrictions on the conduct of our business prior to the completion of the Asset Sale, which could delay or prevent us from undertaking disposition, leasing and other business opportunities that may arise pending completion of the Asset Sale and generally change the manner in which we have conducted our business and operations in the past;

    the possibility that the Asset Sale or failure to complete the Asset Sale may negatively impact our relationships with our lenders, stockholders, joint venture partners and tenants, and may divert attention away from the day-to-day operation of our business;

    the fact that Prologis's obligation to close under the Merger Agreement is subject to certain conditions that are outside of our control;

    our inability to solicit competing acquisition proposals and the possibility that the $65.0 million termination fee (which termination fee increases to $96.0 million if stockholder approval is not obtained on or before January 15, 2020) payable by us upon the termination of the Merger Agreement under the circumstances described in the Merger Agreement (see "The Merger Agreement—No Solicitation of Transactions" on page 106 in this Proxy Statement) could discourage other potential bidders from making a competing bid to acquire us;

    the fact that the Company retains its historic corporate liabilities in the Asset Sale, which would have been assumed by Prologis had the Company pursued a Merger with Merger Sub, as was contemplated by the Original Merger Agreement; and

    the fact that some of our directors and executive officers may have interests in the Asset Sale that are different from, or in addition to, those of our common stockholders, including the interests of our directors and executive officers discussed under "—Interests of Our Directors and Executive Officers in the Asset Sale" on page 70 in this Proxy Statement.

        The foregoing discussion of the factors considered by our Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by our Board of Directors. In reaching its decision to approve and recommend that our stockholders approve the Asset Sale, our Board of Directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors.

        Our Board of Directors has unanimously approved the Asset Sale, and has declared the Asset Sale advisable and in the best interests of the Company and our stockholders. Our Board of Directors recommends that you vote "FOR" the approval of the Asset Sale and "FOR" the approval of any adjournments of the Annual Meeting.

Opinion of our Financial Advisor

        Our Board of Directors retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the Asset Sale. Our Board of Directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation, and its knowledge of the Company's business and affairs. As part of this engagement, our Board of Directors requested that Morgan Stanley evaluate the fairness from a financial point of view of the Aggregate Consideration (as defined below) to be received by IPT Holdco pursuant to the Asset Sale. On August 20, 2019, at a meeting of our Board of Directors, Morgan Stanley rendered to our Board of Directors its oral opinion, which was subsequently confirmed in writing by delivery of a written opinion to our Board of Directors, dated August 20, 2019, that, as of such date and based

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upon and subject to the various directions and assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Aggregate Consideration to be received by IPT Holdco pursuant to the Merger Agreement was fair from a financial point of view to IPT Holdco.

        For purposes of Morgan Stanley's opinion and the analyses described below, as directed by the Company, Morgan Stanley assumed that (1) the consideration to be received by IPT Holdco, based on the formula set forth in the Merger Agreement, together with (2) the indebtedness to be assumed, directly or indirectly, by Prologis as a result of the Asset Sale was equal to, in the aggregate, $3.99 billion (the sum of (1) and (2) being referred to herein as the "Aggregate Consideration").

        The full text of the written opinion of Morgan Stanley, dated August 20, 2019, is attached to this Proxy Statement as Annex B and is hereby incorporated by reference into this Proxy Statement in its entirety. The opinion sets forth, among other things, the various directions and assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. The summary of the opinion of Morgan Stanley in this Proxy Statement is qualified in its entirety by reference to the full text of the opinion. You are encouraged to, and should, read Morgan Stanley's opinion and this section summarizing Morgan Stanley's opinion carefully and in their entirety. Morgan Stanley's opinion was directed to our Board of Directors, in its capacity as such, and addresses only the fairness from a financial point of view of the Aggregate Consideration to be received by IPT Holdco pursuant to the Merger Agreement, as of the date of the opinion, and does not address any other aspects or implications of the Asset Sale. It was not intended to, and does not, constitute advice or a recommendation as to how any stockholder of the Company should act or vote in connection with any of the transactions contemplated by the Merger Agreement.

        In connection with rendering its opinion, Morgan Stanley, among other things:

    reviewed certain publicly available financial statements and other business and financial information of the Company;

    reviewed certain internal financial statements and other financial and operating data concerning the Company;

    reviewed certain financial projections prepared by the management of the Company;

    discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

    compared the financial performance of the Company with that of certain publicly-traded companies comparable with the Company;

    reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

    participated in certain discussions and negotiations among representatives of the Company and Prologis and their financial and legal advisors;

    reviewed the Merger Agreement and certain related documents; and

    performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

        In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to it by the Company, and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company. With respect to the Aggregate Consideration that the Company directed Morgan Stanley to use for purposes of its opinion, Morgan Stanley assumed that such amount was reasonably determined and calculated on bases reflecting the best currently available estimates and judgments of the management of the Company. In addition, Morgan Stanley assumed that the Asset Sale would be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other

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approvals and consents required for the Asset Sale, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Asset Sale. Morgan Stanley did not express any view on, and its opinion did not address, any other term or aspect of the Merger Agreement or the transactions contemplated thereby (other than the fairness from a financial point of view of the Aggregate Consideration to the extent expressly specified in Morgan Stanley's written opinion) or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith, including, without limitation, any terms, aspects or implications of any related transactions, any asset management or disposition fee or other consideration payable or issuable to or in respect of the Advisor or its affiliates. Morgan Stanley noted in its opinion that it understood that prior to the closing of the Asset Sale and pursuant to the Merger Agreement, the Company and its subsidiaries shall undertake certain pre-closing intercompany contribution transactions and may undertake a BTC Sale Transaction. Morgan Stanley was not requested to provide its opinion with respect to, and its opinion did not address, any term or aspect of such contribution transactions or a BTC Sale Transaction, the impact thereof or any agreement or instrument contemplated by such contribution transactions or a BTC Sale Transaction or entered into or amended in connection therewith, including the fairness from a financial point of view of such contribution transactions or a BTC Sale Transaction. Morgan Stanley's opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley's opinion also did not address how IPT Holdco may use the Aggregate Consideration or any action that the Company, IPT Holdco or any of their direct or indirect subsidiaries may take following the Asset Sale. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was it furnished with any such valuations or appraisals. Morgan Stanley's opinion was necessarily based on financial, economic, market, tax and other conditions as in effect on, and the information made available to Morgan Stanley as of, August 20, 2019. Events occurring after August 20, 2019 may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses of Morgan Stanley

        The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its opinion letter to our Board of Directors dated August 20, 2019. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses.

        Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole. Assessing any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

        In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley used and relied upon certain financial projections provided by the management of the Company, and extrapolations of such financial projections, as described in greater detail in the section of this Proxy Statement titled "—Certain Unaudited Prospective Financial Information of the Company," and certain financial projections based on Wall Street research.

Precedent Transactions Analysis

        Morgan Stanley performed a precedent transactions analysis on the Company, which is designed to imply a value of a company based on publicly available financial terms of selected transactions.

        Using publicly available information, Morgan Stanley reviewed the terms of certain precedent transactions announced in the 24 months prior to the date of its analysis in which the targets were U.S. industrial REITs or

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U.S. industrial portfolios, with a transaction value of at least $1.00 billion and where all or a portion of the consideration was paid in cash (the "selected precedent transactions"). Morgan Stanley selected such transactions because it determined, upon the application of its professional judgment and experience, that they shared certain characteristics with the Asset Sale. The following is a list of the selected precedent transactions:

Selected Precedent Transactions

Transaction Announcement Date
  Target   Acquiror
June 2019   GLP PTE Ltd (US portfolio)   Blackstone Real Estate Income Trust, Inc.
March 2019   Dermody Properties   Colony Capital
November 2018   IDI Logistics, LLC   Ivanhoé Cambridge
May 2018   Gramercy Property Trust(1)   Blackstone Group Inc.
March 2018   Canyon Industrial Portfolio   Blackstone Real Estate Income Trust, Inc.
August 2017   Hillwood Investment Properties   Gramercy Property Trust

(1)
Related solely to the industrial portfolio of Gramercy Property Trust.

Capitalization Rates

        Morgan Stanley observed a range of capitalization rates for the targets implied by the selected precedent transactions of 4.75% to 5.70%. In order to calculate the Company's total implied wholly-owned gross real estate value, Morgan Stanley applied this range of implied capitalization rates to the estimate of next twelve months' net operating income ("NTM NOI") for the Company as of September 30, 2019 (the assumed closing date of the Asset Sale for purposes of Morgan Stanley's financial analyses, as directed by the Company's management), which estimate was provided to Morgan Stanley by the Company's management and derived from the unaudited prospective financial information set forth in the section of this Proxy Statement titled "—Certain Unaudited Projected Financial Information of the Company" (such estimate, the "9/30/19 NTM NOI"). From the total implied wholly-owned gross real estate value (calculated as described above), Morgan Stanley deducted management's estimate of the Company's property-level net working capital as of September 30, 2019 ("9/30/19 Property-Level NWC"). This analysis indicated the following implied reference range of the Company's adjusted wholly-owned gross real estate value, as compared to the Aggregate Consideration of $3.99 billion:

Implied Reference Range (billions)
  Aggregate Consideration (billions)
$3.15 to $3.78   $3.99

Price Per Square Foot

        Similarly, Morgan Stanley observed a range of prices per-square-foot paid for the target companies or portfolios implied by the selected precedent transactions of $80.29 to $104.47. Morgan Stanley applied this range of implied prices per-square-foot paid to management's calculation of the aggregate square footage of the Company's wholly-owned properties as of the date of Morgan Stanley's analysis in order to calculate the Company's total implied wholly-owned gross real estate value. From the total implied wholly-owned gross real estate value (calculated as described above), Morgan Stanley deducted the 9/30/19 Property-Level NWC. This analysis indicated the following implied reference range of the Company's adjusted wholly-owned gross real estate value, as compared to the Aggregate Consideration of $3.99 billion:

Implied Reference Range (billions)
  Aggregate Consideration (billions)
$2.98 to 3.89   $3.99

        No company or transaction utilized in the precedent transaction analysis is identical to the Company or the Asset Sale. In evaluating the selected precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. These include, among other things, the impact of competition on the Company's business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. The fact that certain points in the implied reference range of the Company's adjusted wholly-owned gross real estate value derived from the valuation of precedent transactions were less than or greater than the Aggregate Consideration is not necessarily dispositive in

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connection with Morgan Stanley's analysis of the consideration for the Asset Sale, but one of many factors Morgan Stanley considered.

Applied Capitalization Rates

Market-Weighted Applied Capitalization Rates

        Morgan Stanley reviewed a report of U.S. market capitalization rates published on May 20, 2019 by Green Street Advisors, a third party research firm with a reputation for having real estate market level and REIT expertise. Based on this report, Morgan Stanley derived a weighted-average reference range of applied capitalization rates, based on the Company's NTM NOI in each market and Morgan Stanley's professional judgment and experience, of 4.8% to 5.2% (the "Market-Weighted Applied Capitalization Rates"). Morgan Stanley then applied the range of Market-Weighted Applied Capitalization Rates to the estimate of 9/30/19 NTM NOI in order to calculate the Company's total implied wholly-owned gross real estate value. From the total implied wholly-owned gross real estate value (calculated as described above), Morgan Stanley deducted the 9/30/19 Property-Level NWC. This analysis indicated the following implied reference range of the Company's adjusted wholly-owned gross real estate value, as compared to the Aggregate Consideration of $3.99 billion:

Implied Reference Range (billions)
  Aggregate Consideration (billions)
$3.46 to $3.77   $3.99

Selected Company Applied Capitalization Rates

        Morgan Stanley also reviewed and compared certain publicly available and internal financial information relating to the Company with equivalent publicly available data for selected companies that, based on Morgan Stanley's professional judgement and experience, share similar business characteristics with the Company and have certain comparable operating characteristics to derive an implied reference range of the Company's adjusted wholly-owned gross real estate value. Morgan Stanley reviewed the following publicly-traded companies (which we refer to as the "selected companies"): Duke Realty Corporation, First Industrial Realty Trust, Inc. and Prologis, Inc. For purposes of this analysis, Morgan Stanley reviewed consensus Wall Street estimated applied capitalization rates for the selected companies as of August 19, 2019 (the most recent available estimates), which ranged from 4.7% to 5.2% (the "Selected Company Applied Capitalization Rates"). Morgan Stanley then applied the range of Selected Company Applied Capitalization Rates to the estimate of 9/30/19 NTM NOI in order to calculate the Company's total implied wholly-owned gross real estate value. From the total implied wholly-owned gross real estate value (calculated as described above), Morgan Stanley deducted the 9/30/19 Property-Level NWC. This analysis indicated the following implied reference range of the Company's adjusted wholly-owned gross real estate value, as compared to the Aggregate Consideration of $3.99 billion:

Implied Reference Range (billions)
  Aggregate Consideration (billions)
$3.43 to 3.81   $3.99

General

        Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of the Company.

        In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the Company's control. These include, among other things, the impact of competition on the Company's businesses and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of the Company and the industry, or in the financial markets in general. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

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        Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Aggregate Consideration to be received by IPT Holdco pursuant to the Merger Agreement and in connection with the delivery of its opinion, dated August 20, 2019, to our Board of Directors. These analyses do not purport to be appraisals.

        The Asset Sale, including the terms thereof and the consideration to be paid to IPT Holdco in the Asset Sale, was determined through negotiations on an arm's-length basis between the Company and Prologis, and was unanimously approved by our Board of Directors. Morgan Stanley provided advice to our Board of Directors during these negotiations, but did not, however, recommend any specific consideration to our Board of Directors, nor did Morgan Stanley opine that any specific consideration to be received by IPT Holdco constituted the only appropriate form or amount of consideration for the Asset Sale.

        Morgan Stanley's opinion and its presentation to our Board of Directors was one of many factors taken into consideration by our Board of Directors in deciding to approve and adopt the Merger Agreement, declare the advisability of the Merger Agreement and approve the transactions contemplated thereby, including the Asset Sale. Consequently, the analyses as described above should not be viewed as determinative of the recommendation of our Board of Directors with respect to the consideration to be received by IPT Holdco pursuant to the Merger Agreement or whether our Board of Directors would have been willing to agree to a different form or amount of consideration.

        Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley's customary practice. Morgan Stanley's opinion was not intended to, and does not, express an opinion or a recommendation as to how any stockholder of the Company should act or vote in connection with any of the transactions contemplated by the Merger Agreement. Morgan Stanley's opinion did not address any other aspect of the Asset Sale.

        Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Prologis, the Company, any of their respective affiliates or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.

        Under the terms of its engagement letter, Morgan Stanley provided our Board of Directors with financial advisory services and a financial opinion in connection with the Asset Sale, and the Company has agreed to pay Morgan Stanley a fixed fee of $17,000,000, of which $13,000,000 is contingent and payable upon the closing of the Asset Sale. The Company has also agreed to reimburse Morgan Stanley for its reasonable and documented expenses incurred in performing its services. In addition, the Company has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the U.S. federal securities laws, relating to or arising out of Morgan Stanley's engagement.

        In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financing services for Prologis and have received fees of less than approximately $3 million in the aggregate in connection with such services. As of the date of Morgan Stanley's opinion, an affiliate of Morgan Stanley is a lender to the Prologis and its affiliates under the Prologis's credit facility, borrowings from which may be used by Prologis and its affiliates to pay a portion of the consideration in the Asset Sale to IPT Holdco. In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided financial advisory services to the Company and have received fees of approximately $1 million to $5 million in the aggregate in connection with such services. Morgan Stanley may also seek to provide financial advisory and financing services to Prologis and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Certain Unaudited Prospective Financial Information of the Company

        We do not as a matter of course make public long-term projections as to future revenues, net operating income, earnings, funds from operations or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, we are including below certain unaudited prospective financial

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information of the Company that was prepared by our management and made available to our Board of Directors in connection with the evaluation of the Asset Sale. This information also was provided to our financial advisors in connection with their financial analyses and used in Morgan Stanley's opinion described under "—Opinion of Our Financial Advisor." The inclusion of this information should not be regarded as an indication that any of the Company, its affiliates, our management, or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results.

        The unaudited prospective financial information was, in general, prepared solely for internal use and is subjective in many respects. As a result, the prospective results may not be realized and actual results may be significantly higher or lower than estimated. Since the unaudited prospective financial information covers multiple years, that information by its nature becomes less predictive with each successive year. The unaudited prospective financial information includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and is subject to risks and uncertainties that could cause actual results to differ materially from those statements and should be read with caution.

        You should review the Company's filings with the Commission for a description of risk factors with respect to our business and see "Cautionary Statement Concerning Forward Looking Statements" on page 23 in this Proxy Statement. The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the Commission or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in the Company's GAAP financial statements.

        Neither the Company's independent registered public accounting firm nor any other independent accountants have compiled, examined or performed any audit or other procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the Company's independent registered public accounting firm contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 relates to the historical financial information of the Company and does not extend to the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date on which it was prepared.

        The following table presents selected unaudited prospective financial data for the 12 months ending December 31, 2019 through December 31, 2024 for the Company. This unaudited prospective financial data does not include the impacts, revenues and expenses relating to the BTC Portfolio and does not give effect to the Asset Sale and related transactions.

 
  Projected Years Ending December 31,  
(in millions)
  2019E   2020E   2021E   2022E   2023E   2024E  

Cash NOI(1)

  $ 175   $ 181   $ 192   $ 202   $ 214   $ 223  

EBITDA(2)

  $ 151   $ 156   $ 163   $ 171   $ 180   $ 186  

FFO(3)

  $ 98   $ 102   $ 108   $ 116   $ 124   $ 129  

AFFO(4)

  $ 64   $ 60   $ 72   $ 79   $ 96   $ 108  

(1)
We define Cash NOI (Net Operating Income) as GAAP rental revenues less GAAP rental expenses and excludes non-cash amounts for straight-line rental income and the amortization of above (below) market lease adjustments, in each case before applying GAAP adjustments to such items. We consider Cash NOI to be an appropriate supplemental performance measure and believe Cash NOI provides useful information to our investors regarding our financial condition and results of operations because NOI reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, acquisition-related expenses, impairment charges, general and administrative expenses, and interest expense.

(2)
We define EBITDA as earnings before interest, taxes, depreciation and amortization after fees paid to our Advisor, which we believe to be a useful measure for assessing our operating results.

(3)
We define FFO (Funds from Operations) consistent with the National Association of Real Estate Investment Trusts' definition of such term. FFO is net income (computed in accordance with GAAP) excluding certain noncash, non-recurring items such as real estate-related depreciation and amortization, impairment of

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    depreciable real estate, and gains or losses on sales of assets. We believe FFO is a meaningful supplemental measure of our operating performance that our management uses to evaluate our consolidated operating performance and that is useful to investors because depreciation and amortization in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. By excluding gains or losses on the sale of assets, we believe FFO provides a helpful additional consistent measure of our consolidated operating performance on a comparative basis.

(4)
We define AFFO (Adjusted Funds From Operations) as FFO less anticipated recurring capital expenditures and removing certain non-cash items such as straight-line rental income and amortization of above (below) market lease adjustments, which we believe are appropriate adjustments to FFO to accurately reflect our historical experience.

        Cash NOI, EBITDA, FFO and AFFO are "non-GAAP financial measures" and should not be considered as alternatives to net income (determined in accordance with GAAP) as an indication of our performance. None of these non-GAAP measures represents cash generated from operating activities determined in accordance with GAAP, and none are a measure of liquidity or an indicator of our ability to make cash distributions. No single measure can provide users of financial information with sufficient information and only our disclosures read as a whole can be relied upon to adequately portray our financial position, liquidity, and results of operations. In preparing the foregoing unaudited prospective financial information, we made a number of assumptions and estimates regarding, among other things, interest rates, corporate financing activities, including our ability to finance our operations and investments and refinance certain of our outstanding indebtedness and the terms of any such financing or refinancing and leverage ratios, the amount and timing of our investments and the yield to be achieved on such investments, the amount and timing of capital expenditures, distribution rates, occupancy and the amount of general and administrative costs. The assumptions made in preparing the above unaudited prospective financial information may not reflect actual future conditions. The estimates and assumptions underlying the unaudited prospective financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions which may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among others, risks and uncertainties described under "Cautionary Statement Regarding Forward-Looking Statements," as well as the risks described in the periodic reports of the Company filed with the Commission, all of which are difficult to predict and many of which are beyond our control. Accordingly, the projected results may not be realized, and actual results likely will differ, and may differ materially, from those reflected in the unaudited prospective financial information, whether or not the merger is completed.

        You should not place undue reliance on the unaudited prospective financial information set forth above. No representation is made by us or any other person to any stockholder or other person regarding our ultimate performance compared to the information included in the above unaudited prospective financial information. The inclusion of unaudited prospective financial information in this Proxy Statement should not be regarded as an indication that the prospective financial information will be necessarily predictive of actual future events, and such information should not be relied on as such. You should review the description of the Company's reported results of operations and financial condition and capital resources during 2019, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's periodic reports filed with the Commission.

        WE DO NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE UNAUDITED PROSPECTIVE FINANCIAL RESULTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE WHEN MADE OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH UNAUDITED PROSPECTIVE FINANCIAL RESULTS ARE NO LONGER APPROPRIATE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW.

Interests of Our Directors and Executive Officers in the Asset Sale

        Our executive officers and members of our Board of Directors may be deemed to have interests in the Asset Sale that are in addition to or different from the interests of our stockholders generally, which interests are described more fully below. Our Board of Directors was aware of these interests and considered them among other matters in approving the Merger Agreement.

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    Ownership of Common Stock

        As of September 23, 2019, our directors, executive officers and other employees owned a total of 210,770 shares of our common stock. Of the 177,998,231.368 shares of common stock outstanding as of the record date, our independent directors, Messrs. Burton, Duke, Moore and Hagestad, each beneficially own 24,304.157, 24,304.157, 24,304.157 and 24,991.995 shares of common stock, respectively. In addition, of the 177,998,231.368 shares of common stock outstanding as of the record date, our executive officers, Messrs. Zucker, Merriman, McGonagle, Recknor and Widoff, each beneficially own 52,429.848, 23,509.467, 8,396.238, 0 and 2,238.999 shares of common stock, respectively. As a result, the independent directors and executive officers will receive the Special Distribution with respect to the shares of common stock that they own. For additional information regarding our directors' and executive officers' ownership of the Company's common stock see "Security Ownership of Certain Beneficial Owners and Management" on page 119 in this Proxy Statement.

    Special Partnership Units

        Pursuant to the terms of the limited partnership agreement of our Operating Partnership, upon a direct or indirect sale by the Company of one or more of its assets prior to the closing of the Asset Sale, the net proceeds from such sale will be distributed 15% to the Special Limited Partner after the Company (and its stockholders) has received distributions equal to its capital contributions plus a 6.5% per annum return. The limited partnership agreement of our Operating Partnership was amended, as described under "—Sponsor Restructuring Transactions," to provide that following the closing of the Asset Sale, the net proceeds from the sale by the Company of one or more of its remaining assets will be distributed 35% to the Special Limited Partner. Alternatively, if such sale constitutes a sale of all or substantially all of the Company's assets, then each Special Partnership Unit will be exchanged for OP Units with a value equal to the net sales proceeds of such sale that would have been distributed to the Special Limited Partner under the distribution provisions of the limited partnership agreement of our Operating Partnership and in accordance with the terms of the limited partnership agreement, and then such OP Units will automatically be redeemed by our Operating Partnership for an aggregate cash amount equal to such value. However, the conversion and redemption provisions of the limited partnership agreement assume that following a sale of substantially all of the Company's assets, there would be no operating assets remaining, which is not the case with the Asset Sale. Therefore, in order to incentivize the Sponsor and the Advisor to continue to manage the Company and its remaining assets following the closing of the Asset Sale (which would primarily consist of our interests in the BTC Portfolio), we agreed to provide that such provisions would not apply with respect to the Asset Sale, thereby allowing the Special Limited Partner to retain its Special Partnership Units and share in further distributions (for more information, see "—Description of the Company Remaining After Closing" on page 75 in this Proxy Statement). Accordingly, on August 20, 2019, we, in our capacity as general partner of our Operating Partnership, entered into a letter agreement with the Special Limited Partner pursuant to which we and the Special Limited Partner agreed that the conversion and redemption provisions of the limited partnership agreement will not apply with respect to the Asset Sale. The result of this letter agreement is that the Special Limited Partner will receive a distribution of net sales proceeds of the Asset Sale in accordance with the distribution provisions of the limited partnership agreement as described above, but will retain its Special Partnership Units. Assuming a closing of the Asset Sale on January 8, 2020, the net sale proceeds we would expect to distribute to the Special Limited Partner in accordance with the limited partnership agreement of our Operating Partnership would be approximately $57.7 million. If the closing is later than such assumed date, the expected distribution to the Special Limited Partner would decrease, but we do not expect that the amount of any such decrease would be material.

        The letter agreement further provides that, following the Asset Sale, in the event of any sale, termination event or liquidity event, the Special Limited Partner may, in its discretion, choose to either require the exchange and full or partial redemption of the Special Partnership Units in accordance with the terms of the exchange and redemption provision in the limited partnership agreement or receive distributions of the net sales proceeds in accordance with the distribution provisions of the limited partnership agreement described above.

        Our Sponsor, which is presently directly or indirectly majority owned, controlled and/or managed by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker, our Chairman of the board of directors, and/or their affiliates, owned 100 Special Partnership Units and did not own any OP Units as of September 23, 2019. Dwight L. Merriman III, our chief executive officer and a director, Thomas G. McGonagle, our chief financial officer, and Joshua J. Widoff, our managing director, chief legal officer and secretary, each has an indirect ownership interest in our Sponsor. Other than Mr. Zucker, none of our directors or executive officers

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beneficially owned Special Partnership Units as of September 23, 2019. None of our directors or executive officers beneficially owned OP Units as of September 23, 2019.

    Preferred Equity

        Pursuant to the Master Reorganization Agreement, as described below under "—Sponsor Restructuring Transactions"), immediately following the closing of the Asset Sale and the payment of the Special Distribution, in exchange for an in-kind capital contribution of certain intellectual property rights by the New Special Limited Partner to the Operating Partnership, the New Special Limited Partner will receive a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of such contributed intellectual property rights.

    Asset Management Fee

        Pursuant to the terms of the Advisory Agreement, upon the disposition of one or more assets of the Company, the New Advisor is entitled to receive an "Asset Management Fee" equal to 2.5% of the "Contract Sales Price," which is the sum of the amount paid for the asset or assets, plus any debt or liabilities assumed; except that, pursuant to the amendment to the Advisory Agreement described under "—Sponsor Restructuring Transactions," the "Asset Management Fee" payable with respect to the Asset Sale was reduced to 0.6203% of the "Contract Sales Price." Upon the closing of the Asset Sale, we expect to pay the New Advisor an Asset Management Fee of approximately $24.8 million.

        Our Advisor is wholly owned by our Sponsor. Our Sponsor is presently directly or indirectly majority owned, controlled and/or managed by the estate of John A. Blumberg, James R. Mulvihill and Evan H. Zucker, our Chairman of the board of directors, and/or their affiliates. Dwight L. Merriman III, our chief executive officer and a director, Thomas G. McGonagle, our chief financial officer, and Joshua J. Widoff, our managing director, chief legal officer and secretary, each has an indirect ownership interest in our Sponsor.

    Retained Interest in Continuing Company

        We and our Operating Partnership will survive the Asset Sale and continue operating after closing, with our assets primarily consisting of our interests in the BTC Portfolio. As a result, our directors, executive officers, Sponsor and Advisor generally will continue to have the same interests in the Company and our Operating Partnership following closing of the Asset Sale as they do currently, except that our Sponsor's and our Advisor's interests will be assigned to the New Special Limited Partner, an affiliate of our Sponsor and our Advisor, and the New Special Limited Partner will be entitled to receive distributions by the Operating Partnership in the amount equal to $10.0 million before any distributions are paid to shareholders of the Company and after any distribution necessary to maintain REIT status and a higher percentage of the distributions made by our Operating Partnership, including with respect to the disposition of our interests in the BTC Portfolio and any other assets of the Company in the future as the result of the Sponsor Restructuring Transaction as described under "—Sponsor Restructuring Transactions." These interests include, without limitation, continued service of our directors and executive officers, with our directors entitled to continued compensation for serving in such role; the New Advisor, an affiliate of our Advisor, continuing to serve as our external advisor pursuant to the Advisory Agreement, entitling the New Advisor to the continued fees and compensation set forth in the Advisory Agreement, including the continued right to receive an asset management fee upon asset dispositions; the New Special Limited Partner, an affiliate of our Sponsor, continuing to hold Special Partnership Units in our Operating Partnership, entitling the New Special Limited Partner, at its option, either to receive 35% of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, or to have its Special Partnership Units redeemed by the Company upon the disposition of the BTC Portfolio or any other assets of the Company in the future; affiliates of our Advisor continuing to serve as external managers of the BTC Portfolio, entitling such affiliates to the continued compensation and fees set forth in the separate advisory agreements with our subsidiaries that serve as general partners of the BTC Portfolio; and affiliates of our Advisor continuing to hold a special limited partnership interest in each BTC Partnership, entitling such affiliates to the rights to receive certain distributions under the terms of the BTC Partnership Agreements. In addition, immediately following the closing of the Asset Sale and the payment of the Special Distribution, in exchange for an in-kind capital contribution of certain intellectual property rights by the New Special Limited Partner to the Operating Partnership, the New Special Limited Partner will receive a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating

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Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of such contributed intellectual property rights. The New Special Limited Partner will, as the holder of the preferred equity capital interests, be entitled receive $10.0 million of distributions from our Operating Partnership before the shareholders of the Company receive any distributions and after any distribution necessary to maintain REIT status. For more detail on these interests, see "—Sponsor Restructuring Transactions" and "—Description of the Company Remaining After Closing" below.

    Independent Director Approval of Payments to our Advisor and its Affiliates

        Pursuant to our charter, for any year in which the Company qualifies as a REIT, including 2019, the Company is not permitted to reimburse our Advisor at the end of any fiscal quarter for total operating expenses paid or incurred by us that, in the four consecutive fiscal quarters then ended (which we refer to as the "expense year") exceed, which excess amount we refer to as the "excess amount," the greater of 2% of our average invested assets or 25% of Net Income for such expense year. Our charter requires any excess amount paid to our Advisor during a fiscal quarter to be repaid to the Company, or, at the option of the Company, subtracted from the total operating expenses reimbursed during the subsequent fiscal quarter unless a majority of the independent directors of our Board of Directors determine that such excess amount was justified based on unusual and nonrecurring factors which they deem sufficient, in which case the excess amount may be paid. Under our charter, we are also required to notify our stockholders in writing about the payment of such excess amount, together with an explanation of the factors the independent directors on our Board of Directors considered in determining that such excess expenses were justified. There may be deemed to be an excess amount payable to our Advisor and its affiliates for the four fiscal quarters ending with the quarter in which the Asset Sale is consummated.

        The independent directors of our Board of Directors unanimously approved the payment of all applicable fees and expenses provided for under the Advisory Agreement, including any excess amount, to our Advisor at a meeting held on August 20, 2019. In approving the payment of any deemed excess amount, the independent directors considered the fact that the Merger Agreement and the transactions contemplated thereby, including the Asset Sale, are unusual and nonrecurring events with respect to the Company, and the consummation of the Asset Sale and the other transactions contemplated by the Merger Agreement justify the payment of any deemed excess amount to our Advisor and its affiliates based on such unusual and nonrecurring factors. In reaching their decision to approve any deemed excess amount, the independent directors also determined that the Asset Sale and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of the Company and our stockholders. In reaching this determination, the independent directors consulted with our executive officers, as well as our outside legal and financial advisors, and considered, in conjunction with our Board of Directors, a number of factors, including the material factors summarized above under "—Recommendations and Reasons for the Asset Sale."

        In addition, the independent directors of our Board of Directors reviewed and unanimously approved the Sponsor Restructuring Transactions described below under "—Sponsor Restructuring Transactions." In approving such transactions, the independent members of our Board of Directors considered the fact that such transactions result in an increase in the net cash proceeds of the Asset Sale payable to the Company's stockholders, while providing affiliates of our Sponsor with an increased profits interest in the Company following the closing of the Asset Sale, which our Board expects will further motivate the New Advisor and its affiliates to achieve optimal financial results with respect to the Company following the closing of the Asset Sale. Our Board of Directors also considered that the increased profits interest of affiliates of our Sponsor could result in such affiliates being paid more (or less) in the future than our Sponsor would be have been entitled to receive had the Company and our Sponsor not engaged in the Sponsor Restructuring Transactions, such that the stockholders of the Company could receive a lower return on their investment in the Company as a result of the Sponsor Restructuring Transactions.

        Our Advisor is wholly owned by our Sponsor. Our Sponsor is presently directly or indirectly majority owned, controlled and/or managed by the estate of John A. Blumberg, and by James R. Mulvihill and Evan H. Zucker, our Chairman of our Board of Directors, and/or their affiliates. Dwight L. Merriman III, our chief executive officer and a director, Thomas G. McGonagle, our chief financial officer, and Joshua J. Widoff, our managing director, chief legal officer and secretary, each has an indirect ownership interest in our Sponsor.

Sponsor Restructuring Transactions

        On October 7, 2019, the Company and the Operating Partnership entered into a Master Reorganization and Transaction Agreement (the "Master Reorganization Agreement") with our Sponsor, our Advisor and Academy

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Partners Ltd. Liability Company, an affiliate of our Sponsor ("Academy Partners"), to engage in certain transactions to restructure our Sponsor's and our Advisor's interests in the Company in connection with and following the Asset Sale. The Master Reorganization Agreement contemplates that the parties thereto enter into an amendment to the Advisory Agreement, amendments to the limited partnership agreement of the Operating Partnership and certain other transaction agreements in order to reduce the advisory fees payable to our Advisor in connection with the Asset Sale by an amount equal to approximately $75.0 million, and affiliates of our Advisor will receive an increased profits interest in the Operating Partnership, which increased profits interest does not apply to a sale involving the Company's wholly owned properties, such as the Asset Sale. In addition, following the closing of the Asset Sale, in exchange for an in-kind capital contribution of certain intellectual property rights by the New Special Limited Partner to the Operating Partnership, the New Special Limited Partner will receive a preferred equity capital interest in the Operating Partnership.

        Pursuant to the amendment to the Advisory Agreement, dated as of October 7, 2019, the asset management fee payable under the Advisory Agreement with respect to any disposition involving the properties owned 100% by our Operating Partnership, including the Asset Sale, was reduced, effective as of October 7, 2019, from 2.50% of the "Contract Sales Price" to 0.6203% of the "Contract Sales Price," representing a reduction in the amount of fees payable to the New Advisor upon the closing of the Asset Sale of approximately $75.0 million. The Company remains obligated to pay such reduced fee in the event that a disposition of our Operating Partnership's wholly owned properties is consummated pursuant to one or more definitive agreements entered into during the term of the Advisory Agreement, including the Asset Sale, even if the Advisor is terminated without cause prior to the closing of such disposition.

        On October 7, 2019, the Company and the Operating Partnership also adopted an amendment to the limited partnership agreement of the Operating Partnership, which amendment provides that the Special Limited Partner, an affiliate of our Advisor, will obtain an increase from 15% to 35% in its entitlement to all distributions related to our interests in the BTC Portfolio and any other assets of the Company in future, which increase is effective January 1, 2019, but does not apply to any distributions of net sales proceeds made with respect to the sale by the Company of its wholly owned properties, including the Asset Sale.

        In accordance with the Master Reorganization Agreement, prior to the closing of the Asset Sale, our Sponsor will accept an assignment of all rights to the trademark and all related rights and goodwill, world-wide, to the mark "Industrial Properties Trust" (collectively, the "IPT Intellectual Property") from the current holder thereof, an affiliate of the Sponsor, and an assignment from our Advisor of all of its rights under the Advisory Agreement, and our Sponsor will assume the obligations of our Advisor under the Advisory Agreement. Following such actions and prior to the closing of the Asset Sale, our Sponsor intends to capitalize IPT Advisor LLC, an affiliate of our Sponsor, by contributing to it (i) the IPT Intellectual Property, (ii) the Advisory Agreement, and (iii) our Sponsor's Special Partnership Units. As a result, IPT Advisor LLC will be the New Advisor and the New Special Limited Partner.

        Immediately following the closing of the Asset Sale and the payment of the Special Distribution, the New Special Limited Partner will make an in-kind contribution to the Operating Partnership, in the form of an assignment of the IPT Intellectual Property, which IPT Intellectual Property the Company currently licenses from an affiliate of our Sponsor under a non-exclusive license terminable by either party on short notice. In exchange for such in-kind contribution of the IPT Intellectual Property, our Operating Partnership will issue to the New Special Limited Partner a preferred equity capital interest in our Operating Partnership having a preference on distributions from our Operating Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of the IPT Intellectual Property (the "Preference"). In connection therewith, the Company and our Operating Partnership have agreed to amend and restate the limited partnership agreement of the Operating Partnership immediately following the closing of the Asset Sale and payment of the Special Distribution to provide that distributions by our Operating Partnership received by it from dispositions of our interests in the BTC Portfolio and any other assets of the Company in the future would be made, after any distribution necessary to maintain our REIT status (i) first, 100% to pay the Preference described above, and (ii) then, 65% to the Company, and 35% to the New Special Limited Partner. As a result of the Sponsor Restructuring Transactions, the amount of the Special Distribution estimated to be distributed to stockholders of the Company following the closing of the Asset Sale is expected to increase from approximately $12.18 per share to approximately $12.54 per share; however, affiliates of our Sponsor will receive a greater proportion of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, than affiliates of the Sponsor would have been entitled to prior to the Sponsor Restructuring Transactions.

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Description of the Company Remaining After Closing

        Following the Asset Sale, we will remain a reporting company registered with the Commission and will continue to comply with all reporting obligations required of companies with a class of securities registered under the Exchange Act, unless any of those obligations becomes no longer applicable to us. We do not intend to list our shares of common stock on any securities exchange or other market in connection with the Asset Sale, the Conversion or anytime thereafter.

        We expect that our corporate governance generally will not change as a result of the Asset Sale, although we will effectuate the Conversion and convert into a Maryland real estate investment trust if both the Asset Sale and the Conversion are approved by our stockholders, and the Declaration of Trust will (i) permit sales of all or substantially all of the assets of the Company (i.e., the BTC Interests) following adoption of a plan of liquidation by the Board of Directors/Trustees; and (ii) not require separate stockholder approval for dissolution because the Plan of Conversion to be approved by the stockholders includes a provision for voluntary dissolution following disposition of the remaining assets of the Company. We do not expect that our directors or officers will change as a result of the Asset Sale. Moreover, the New Advisor, an affiliate of our Advisor, will continue to serve as our external advisor pursuant to the Advisory Agreement, including the continued right to receive an asset management fee upon asset dispositions. In addition, the New Special Limited Partner, an affiliate of our Sponsor, will continue to hold Special Partnership Units in our Operating Partnership entitling the New Special Limited Partner, at its option, either to have its Special Partnership Units redeemed by the Company upon the disposition of the BTC Interests and any other assets of the Company in the future or to receive 35% of distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future, which is a higher percentage than the Special Limited Partner was entitled to receive prior to the amendment of the limited partnership agreement of the Operating Partnership adopted in connection with the Sponsor Restructuring Transactions. Also in connection with the Sponsor Restructuring Transactions, immediately following the closing of the Asset Sale and the payment of the Special Distribution, the New Special Limited Partner will receive, in exchange for an in-kind capital contribution of the IPT Intellectual Property by the New Special Limited Partner to the Operating Partnership, a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million, which amount was determined by reference to the appraised fair market value of such contributed intellectual property rights. For a description of the Advisory Agreement, the special limited partnership interest and the preferred equity capital interest held by the New Special Limited Partner, see "Certain Relationships and Related Transactions" below and "—Sponsor Restructuring Transactions" above.

        Furthermore, we expect that our compensation program for our independent directors generally will not change as a result of the Asset Sale. The Industrial Property Trust Inc. Equity Incentive Plan, dated as of July 16, 2013 (the "IPT Equity Incentive Plan"), under which our directors, officers, and employees (if any), as well as any advisor or consultant, including employees of the Advisor and the property manager, are eligible to receive awards, and the Industrial Property Trust Inc. Private Placement Equity Incentive Plan, effective as of February 26, 2015 (the "IPT Private Placement Equity Incentive Plan"), under which any person, trust, association, or entity is eligible to receive awards, each will remain in place and continue following completion of the Asset Sale. In addition, although we currently expect to terminate the DRIP, we expect to reinstate the SRP in the event of death of a stockholder up to an aggregate cap for all stockholders of $1.0 million.

        We expect to treat the Asset Sale as a sale pursuant to a plan of liquidation for U.S. federal income tax purposes. In general, the U.S. federal income tax rules applicable to REITs require the Company to complete its liquidation within 24 months following adoption of a plan of liquidation. If, at the end of the 24-month period, the Company has not sold all of its assets and distributed all of the proceeds to its stockholders, the Company intends to complete its tax liquidation by electing to be treated as a partnership for U.S. federal income tax purposes (but, assuming the Conversion is approved as described herein, the Company does not expect that it would change its legal form in connection with the tax liquidation). After completion of the Asset Sale, our assets will primarily consist of the BTC Interests, which consist of minority ownership interests in two joint venture partnerships between us and affiliates of QR Master Holdings USA II LP (the "QuadReal Limited Partner")—the BTC Portfolio. As of June 30, 2019, the BTC Portfolio consisted of 72 properties totaling approximately 18.0 million square feet, which consisted of: 52 acquired or completed buildings, eight buildings under construction, 11 buildings in pre-construction phase and one land parcel. Our ownership share of the BTC Portfolio's gross real estate was valued at approximately $295 million (or approximately 7.6% of our total gross real estate) at the time of our most recent appraisal as of November 30, 2018. For additional information regarding the assets of the Company following the consummation of the Asset Sale, see the pro forma financial information provided below.

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        Build-To-Core Industrial Partnership I LP ("BTC I"), which was formed in February 2015, is comprised of approximately 80% development investments and 20% core investments and value-add investments. As of June 30, 2019, BTC I owned a real estate portfolio of 37 buildings totaling approximately 9.7 million square feet that were approximately 90% leased, and had five buildings that were under construction or pre-construction phase totaling approximately 1.5 million square feet. BTC I has a ten-year term. Through our subsidiaries, we own and, following completion of the Asset Sale will continue to own, a 20% interest in BTC I, comprised of general and limited partnership interests. In addition, through our subsidiaries, we serve as general partner of BTC I and, in such capacity, we have entered into an advisory agreement with an affiliate of our Advisor to provide certain advisory services to BTC I in exchange for certain fees. Both we, in our capacity as general partner of BTC I, and an affiliate of our Advisor, in its capacity as holder of a special limited partnership interest in BTC I, receive incentive distributions from BTC I. For more information, see below under "—The BTC Partnership Agreements—BTC I Partnership Agreement."

        Build-To-Core Industrial Partnership II LP ("BTC II"), which was formed in May 2017, is comprised of approximately 70% development investments, 20% value-added investments and 10% core investments. As of June 30, 2019, BTC II owned a real estate portfolio of 15 buildings totaling approximately 2.8 million square feet that were approximately 75% leased and had 14 buildings totaling approximately 4.0 million square feet that were under construction or pre-construction phase. BTC II has a ten-year term. Through our subsidiaries, we own and, following completion of the Asset Sale, will continue to own, an 8% interest in BTC II, comprised of general and limited partnership interests. In addition, through our subsidiaries, we serve as general partner of BTC II and, in such capacity, we have entered into an advisory agreement with an affiliate of our Advisor to provide certain advisory services to BTC II in exchange for certain fees. Both we, in our capacity as general partner of BTC II, and an affiliate of our Advisor, in its capacity as holder of a special limited partnership interest in BTC II, receive incentive distributions from BTC II. For more information, see below under "—The BTC Partnership Agreements—BTC II Partnership Agreement." In addition, an affiliate of our Advisor holds a 2% limited partnership interest in BTC II.

        Our primary investment objective will be to hold the BTC Interests for such time as is necessary to realize the value with respect to these interests at the optimal time and in the optimal manner, including by a sale or sales to our joint venture partner or to one or more third parties (as and when permitted), as determined by our Board of Directors. In the near term, we expect to continue to actively assess our options with respect to the BTC Interests, which may include engaging in discussions with our joint venture partner regarding a possible sale of the BTC Interests. Following the ultimate sale of the BTC Interests (whether to our joint venture partner or to one or more third parties and whether in the near term or at a later date) and distribution of the net proceeds to our stockholders, we expect to wind-up and dissolve. There is no assurance as to when stockholders will receive net proceeds in connection with a liquidation of the BTC Interests or that we will attain our investment objectives.

        We have operated and elected to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2013, and we intend to continue to operate in accordance with the requirements for qualification as a REIT. We utilize an UPREIT organizational structure to hold all or substantially all of our assets through our Operating Partnership. We do not expect the Conversion to have any impact on our REIT status.

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    Our Post-Closing Structure

        The following diagram depicts our anticipated ownership structure immediately following completion of the Asset Sale, the Special Distribution and the Conversion:

GRAPHIC

        Two of our wholly owned subsidiaries, IPT BTC I GP LLC and IPT BTC I LP LLC, hold our 20% interest in BTC I. Third party limited partners own the remaining 80.0% interest in BTC I. Our 8.0% interest in BTC II is owned through two of our wholly owned subsidiaries, IPT BTC II GP LLC and IPT BTC II LP LLC. BCG BTC II Investors LLC (the "BCG Limited Partner"), owns a 2.0% interest in BTC II. The BCG Limited Partner is an affiliate of our Sponsor. Third party limited partners own the remaining 90.0% interest in BTC II. The description of our subsidiaries in this paragraph reflects our current structure, which is not anticipated to change as a result of the Asset Sale, the Special Distribution or the Conversion.

    Operating Partnership Agreement

        Following completion of the Asset Sale and payment of the Special Distribution, the limited partnership agreement of our Operating Partnership will be amended and restated as described above under "—Sponsor Restructuring Transactions" and the New Special Limited Partner, an affiliate of our Sponsor, will continue to hold Special Partnership Units in our Operating Partnership and will receive a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership equal to $10.0 million. As described above under "—Interests of Our Directors and Executive Officers in the Asset Sale—Special Partnership Units," on August 20, 2019, we and the Special Limited Partner entered into a letter agreement pursuant to which we agreed that, following the Asset Sale, in the event of any sale, termination event or liquidity event, the Special Limited Partner may, in its discretion, choose to either require the exchange and full or partial redemption of the Special Partnership Units in accordance with the terms of the exchange and redemption provision in the limited partnership agreement or receive the profits interest to which the special limited partner is entitled, which profits interest was increased from 15% of net sales proceeds from any such sale, termination event or liquidity event, including any disposition of the BTC Interests, to 35% of all distributions made by our Operating Partnership, including with respect to the disposition of the BTC Interests and any other assets of the Company in the future,

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pursuant to an amendment to the limited partnership agreement of the Operating Partnership that was adopted on October 7, 2019 in connection with the Sponsor Restructuring Transactions.

    Advisory Agreement

        Following completion of the Asset Sale, the New Advisor, an affiliate of our Sponsor, will continue to serve as our external advisor pursuant to the Advisory Agreement, including the continued right to receive an asset management fee upon asset dispositions. For a description of the Advisory Agreement, see "—Sponsor Restructuring Transactions" on page 73 in this Proxy Statement, "Certain Relationships and Related Transactions—The Advisory Agreement" on page 129 in this Proxy Statement and "—Compensation to the Advisor" on page 130 in this Proxy Statement.

    Dealer Manager Agreement

        Following completion of the Asset Sale, an affiliate of our Sponsor will continue to serve as our Dealer Manager pursuant to the Dealer Manager Agreement. For a description of the Dealer Manager Agreement, see "Certain Relationships and Related Transactions—Dealer Manager Agreement" on page 131 in this Proxy Statement.

    The BTC Partnership Agreements

        The following is a summary of certain provisions of the BTC Partnership Agreements. While we believe that the following description covers the material terms of the BTC Partnership Agreements, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire Proxy Statement, the BTC Partnership Agreements and the relevant provisions of Delaware law for a more complete understanding of the BTC Partnership Agreements. All capitalized terms used in this section and not otherwise defined herein shall have the meaning ascribed to them in the applicable BTC Partnership Agreement.

    BTC I Partnership Agreement

        The BTC I Partnership Agreement sets forth certain rights and obligations among the partners, including the following key provisions:

    BTC I has a ten-year term, ending in February 2025. BTC I has an investment period ending on the earliest to occur of: (i) the fifth anniversary of formation of the joint venture and (ii) twelve months after the expiration of the four-year identification period in which the general partner of BTC I (the "BTC I General Partner") is obligated to present investment opportunities to BTC I.

    BTC I intends to invest in a portfolio of industrial properties located in certain major United States distribution markets, and to be comprised of approximately (i) 80% development investments and (ii) 20% core investments and value-add investments.

    Investments made by BTC I will be held indirectly through wholly owned subsidiaries of BTC I (each, a "BTC I Partnership Subsidiary"). All investments will be held indirectly through a single BTC I Partnership Subsidiary that is expected to elect to be treated as a real estate investment trust for U.S. federal income tax purposes.

    BTC I General Partner, which is a wholly owned subsidiary of the Company, will manage the day-to-day operations of BTC I, subject to the rights of the QuadReal Limited Partner to approve certain major decisions, including, but not limited to: the acquisition and sale of investments; the creation or assumption of debt financing; entering into or terminating certain material agreements; settling material litigation; materially changing the tax or legal structure of the BTC I Partnership; entering into certain affiliate transactions; waiver of certain material rights; winding up, dissolution or liquidation of the BTC I Partnership; and any merger or consolidation of the BTC I Partnership. The BTC I General Partner provides certain advisory services, including acquisition and asset management services and, to the extent applicable, development management and development of oversight services (the "BTC I Advisory Services").

    As compensation for providing the BTC I Advisory Services, BTC I pays the general partner, or its designee, certain fees in accordance with the terms of the partnership agreement. The BTC I General Partner entered into a service agreement appointing a wholly owned subsidiary of the Advisor ("Advisor

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      Sub I"), to provide the BTC I Advisory Services and assigned to Advisor Sub I the fees payable pursuant to the BTC I Partnership Agreement for providing the BTC I Advisory Services.

    The BTC I General Partner is required to have the properties in BTC I portfolio appraised by an independent appraiser within the calendar year following acquisition with respect to core investments and within the calendar year following the date of completion with respect to development investments. Thereafter, the BTC I General Partner is required to have such investments appraised annually by an independent appraiser on a three-year rotation basis.

    The BTC I Partnership Agreement contains provisions for making distributions to the partners, including incentive distributions to the BTC I General Partner and to Advisor Sub I, as the special limited partner of BTC I (the "BTC I Special Limited Partner"), which are subject to certain return thresholds being achieved. The BTC I General Partner shares in distributions with the limited partners on a pro rata basis in accordance with its 0.1% ownership interest, and receives incentive distributions in an amount equal to 13.0% over an unlevered internal rate of return hurdle of 7.0% (after the BTC I Special Limited Partner has received aggregate distributions equal to its initial capital contribution) and 18.2% over an unlevered internal rate of return hurdle of 9.0%, payable at the later of the stabilization of the last acquired development investment and February 12, 2020. The BTC I Special Limited Partner receives incentive distributions in an amount equal to 12% over an unlevered internal rate of return hurdle of 7.0% and 16.8% over an unlevered internal rate of return hurdle of 9%, payable at the later of the stabilization of the last acquired development investment and February 12, 2020. Following such date, distributions will be made to the partners pro rata.

    The partners, other than the BTC I Special Limited Partner, will be obligated to make capital contributions in proportion to their respective BTC I partnership interests with respect to each approved investment during the investment period subject to any aggregate limits that may be applicable to a partner's obligation to contribute capital. In addition, both during and after the investment period, the BTC I General Partner is permitted to make additional capital calls with respect to certain preservation costs, certain limited operating and capital variances and other items. As of September 23, 2019, the aggregate remaining capital contributions of the Company in respect of BTC I were approximately $15.3 million.

    The failure of a partner to make a required capital contribution will result in the non-defaulting partners having the right, but not the obligation, to: (i) require the partner who made the capital call to revoke or revise the capital call notice and return the capital contributed by the non-defaulting partner pursuant to such capital call; (ii) fund the shortfall which, if funded, will be treated as a preferred equity capital contribution to BTC I which accrues a preferred return; or (iii) make a capital contribution to BTC I equal to the shortfall which will result in the dilution of the defaulting partner's interest in the BTC I Partnership. In addition, the defaulting partner may forfeit certain rights under the BTC I Partnership Agreement, which rights will be reinstated if the funding of the shortfall is treated as a loan and the defaulting partner repays the loan in full. If the defaulting partner is an IPT Partner, then during the default period, such default would be grounds to remove the BTC I General Partner for "cause," as described below.

    Subject to certain exceptions, during the identification period, to the extent BTC I has capital to re-deploy, the BTC I General Partner is required to present value-add and core industrial property investment opportunities from time to time in accordance with the allocation policy employed by our Sponsor. If BTC I declines to invest in any such opportunity due to the rejection by the QuadReal Limited Partner's representative on the executive committee (the "QuadReal Representative") of the potential investment, the Company or its affiliates will be permitted to pursue the opportunity. The BTC I General Partner's obligation to present investment opportunities as described herein will terminate under certain circumstances, including but not limited to the removal of the BTC I General Partner or the rejection by the QuadReal Representative of a certain number of presented opportunities, as described above.

    Not more than 12 months prior to the expiration of the term of BTC I, any limited partners, including the limited partner wholly owned by us, has the right to cause a forced sale of the investment portfolio and other assets of BTC I for a proposed price, subject to a right of first offer in favor of the non-initiating partners to acquire the entire interest of the initiating partner for a price determined in accordance with the terms of the partnership agreement (the "ROFO Price"). In the event the non-initiating partners decline to purchase the interest of the initiating partner for the ROFO Price, the initiating partner will have the right to market the portfolio to a third party at a price not less than 98% of the initiating

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      partner's original proposed price. The initiating partner may thereafter elect to present a forced sale of the portfolio for a price less than 98% of the initiating partner's original proposed price, subject to a right of first refusal in favor of the non-initiating partners.

    The BTC I General Partner may be removed for "cause" as defined in the BTC I Partnership Agreement, which includes, but is not limited to: (i) the commission by the BTC I General Partner of an uncured material breach, a willful bad act, or gross negligence which has a material adverse effect on BTC I; (ii) an unpermitted change in control of the Company; or (iii) the bankruptcy of the BTC I General Partner. If the QuadReal Limited Partner requests the removal of the BTC I General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the BTC I General Partner, then the QuadReal Limited Partner will appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies. The removal of BTC I General Partner for "cause" will result in a reduction in the amount of incentive distributions to which the BTC I General Partner is entitled to receive.

    No limited partner will be permitted to transfer (as defined in the BTC I Partnership Agreement) their respective interests in BTC I to a third party until the first date on which (x) 75% of the rentable space of BTC I's last acquired development investment has been leased to tenants under leases for which the lease commencement date has occurred and such tenants have taken occupancy of their premises and have commenced base rent payments, and (y) the weighted average lease term of the leases with respect to such development investment is greater than two years (assuming, in the determination of the weighted average lease term, that any existing tenant termination right is exercised as of the first date such termination would be effective, and no existing tenant option to extend its lease is exercised) (the "Trigger Date"), at which time each limited partner will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations and requirements (including, with respect to a transfer of the IPT Limited Partner's interest in BTC I to a transferee, the requirement that there be a concurrent transfer by the General Partner of its interest in BTC I to such transferee, which transfer shall be subject to the limitations set forth in the immediately succeeding sentence). Following the Trigger Date, the BTC I General Partner also will be permitted to transfer its interest in BTC I to a third-party institutional transferee meeting certain conditions set forth in the BTC I Partnership Agreement, subject to the approval of the QuadReal Limited Partner. Each partner may transfer its respective interest to an affiliate of such partner at any time, subject to certain limitations. With respect to a transfer to a third party, any non-transferring partner will have a right of first offer with respect to the transferring partner's interest, as well as customary tag-along rights.

    At any time after the Trigger Date, the IPT Limited Partner or the QuadReal Limited Partner will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the IPT Partners will be deemed a single partner. Upon delivery of a buy-sell notice, the buy-sell mechanism shall commence by any partner offering to purchase the entire interest of the other partners and the offeree must either sell its interest at the offered price or elect to buy the interest of the offering partner at the offered price. The IPT Partners will have a one-time right to delay any liquidation of BTC I and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if the Company is pursuing a transaction by which its shares of common stock would become listed on a national securities exchange.

    In the event of (i) a dispute as to "cause" (as described above) or (ii) a deadlock event prior to the Trigger Date, any limited partner may deliver a written arbitration notice to the other partners and initiate a final and binding arbitration procedure as described in the BTC I Partnership Agreement.

    BTC II Partnership Agreement

        The BTC II Partnership Agreement sets forth certain rights and obligations among the partners, including the following key provisions:

    BTC II has a ten-year term, ending on May 19, 2027. BTC II has an investment period ending on the date that is twelve months after the general partner of BTC II (the "BTC II General Partner") provides notice of its election to cease presenting investment opportunities to BTC II. The identification period may be shortened upon the rejection by the QuadReal Limited Partner's representative on the executive committee of BTC II (the "QuadReal Representative") of three presented investment opportunities, the investment of 100% of aggregate capital commitments in investments, or, with respect to each Investment Segment

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      (defined below), upon the date on which the targeted percentage of aggregate capital commitments have been invested in or reserved for investment in such Investment Segment.

    BTC II intends to invest in a portfolio of industrial properties located in certain major United States distribution markets, and to be comprised of approximately (i) 70% development investments, (ii) 20% value-add investments and (iii) 10% core investments.

    Investments made by BTC II will be held indirectly through wholly owned subsidiaries of BTC II (each, a "BTC II Partnership Subsidiary"). All investments will be held indirectly through a single BTC II Partnership Subsidiary that is expected to elect to be treated as a real estate investment trust for U.S. federal income tax purposes.

    The BTC II General Partner, which is a wholly owned subsidiary of the Company, will manage the day-to-day operations of BTC II, subject to the rights of the QuadReal Limited Partner to approve certain major decisions, including, but not limited to: the acquisition and sale of investments; the creation or assumption of debt financing; entering into or terminating certain material agreements; settling material litigation; materially changing the tax or legal structure of BTC II; entering into certain affiliate transactions; waiver of certain material rights; winding up, dissolution or liquidation of the BTC II; and any merger or consolidation of BTC II. An affiliate of the Advisor provides certain advisory services, including acquisition and asset management services and, to the extent applicable, development management and development of oversight services (the "BTC II Advisory Services").

    As compensation for providing the BTC II Advisory Services, BTC II pays the general partner, or its designee, certain fees in accordance with the terms of the partnership agreement. The BTC II General Partner entered into a service agreement appointing a wholly owned subsidiary of the Advisor ("Advisor Sub II"), to provide the BTC II Advisory Services and assigned to Advisor Sub II the fees payable pursuant to the BTC II Partnership Agreement for providing the BTC II Advisory Services.

    The BTC II General Partner is required to have the properties in BTC II portfolio appraised by an independent appraiser within the calendar year following acquisition with respect to core and value-add investments and within the calendar year following the date of completion with respect to development investments. Thereafter, the BTC II General Partner is required to have such investments appraised annually by an independent appraiser on a three-year rotation basis.

    The BTC II Partnership Agreement contains procedures for making distributions to the partners, including incentive distributions to the BTC II General Partner and to a wholly owned subsidiary of the Advisor ("Advisor Sub II") as the special limited partner of BTC II (the "BTC II Special Limited Partner), which are subject to certain return thresholds being achieved. The BTC II General Partner shares in distributions with the limited partners on a pro rata basis in accordance with its 0.1% ownership interest, and receives incentive distributions in an amount equal to 6.08% over an unlevered internal rate of return of 8.0% and 9.12% over an unlevered rate of return of 10.0%, payable at the later of stabilization of last acquired investment and May 19, 2021. The BTC II Special Limited Partner receives incentive distributions in an amount equal to 13.92% over an unlevered internal rate of return of 8.0% and 20.88% over an unlevered rate of return of 10.0%, payable at the later of stabilization of last acquired investment and May 19, 2021. Following such date, distributions will be made to the partners pro rata.

    The partners, other than the BTC II Special Limited Partner, will be obligated to make capital contributions in proportion to their respective BTC II partnership interests with respect to each approved investment during the investment period subject to any aggregate limits that may be applicable to a partner's obligation to contribute capital. In addition, both during and after the investment period, the BTC II General Partner is permitted to make additional capital calls with respect to certain preservation costs, certain limited operating and capital variances and other items. The First Amendment to Agreement of Limited Partnership of BTC II, effective as of January 31, 2018, increased the amount of the partners' respective aggregate capital commitments. As of September 23, 2019, the aggregate remaining capital contributions of the Company in respect of BTC II were approximately $29.6 million.

    The failure of a partner to make a required capital contribution will result in the non-defaulting partners having the right, but not the obligation, to: (i) require the partner who made the capital call to revoke or revise the capital call notice and return the capital contributed by the non-defaulting partner pursuant to such capital call; (ii) fund the shortfall which, if funded, will be treated as a preferred equity capital contribution to BTC II which accrues a preferred return; or (iii) make a capital contribution to BTC II

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      equal to the shortfall which will result in the dilution of the defaulting partner's interest in the BTC II Partnership. In addition, the defaulting partner may forfeit certain rights under the BTC II Partnership Agreement, which rights will be reinstated if the funding of the shortfall is treated as a loan and the defaulting partner repays the loan in full. If the defaulting partner is an IPT Partner, then during the default period, it will be grounds to remove the BTC II General Partner for "cause," as described below. If the BCG Limited Partner fails to make a required capital contribution in excess of its specified capital commitment, and the IPT Limited Partner has agreed to fund the excess required capital contribution for its own account, then the percentage ownership interest of the IPT Limited Partnership and the BCG Limited Partner in BTC II shall be adjusted accordingly. The IPT Limited Partner may elect, subject to the consent of the BCG Limited Partner, to designate the BCG Limited Partner or an affiliate thereof to make a capital contribution, and if the BCG Limited Partner or an affiliate thereof makes such capital contribution, the percentage ownership interest of the IPT Limited Partnership and the BCG Limited Partner in BTC II shall be adjusted accordingly.

    Subject to certain exceptions, during the identification period, the BTC II General Partner is required to present: (i) one out of every three potential industrial property development investments; and (ii) value-add and core industrial property investment opportunities from time to time in accordance with the allocation policy employed by our Sponsor. If BTC II declines to invest in any such opportunity due to the rejection by the QuadReal Representative of the potential investment, the Company or its affiliates will be permitted to pursue the opportunity. The BTC II General Partner's obligation to present investment opportunities as described herein will terminate under certain circumstances, including but not limited to the removal of the BTC II General Partner or the rejection by the QuadReal Representative of a certain number of presented opportunities, as described above.

    Not more than 12 months prior to the expiration of the Term, each of the IPT Limited Partner and the QuadReal Limited Partner will have the right to cause a forced sale of the investment portfolio and other assets of BTC II for a proposed price, subject to a right of first offer in favor of the non-initiating partners to acquire the entire interest of the initiating partner for a price determined in accordance with the terms of the BTC II Partnership Agreement (the "ROFO Price"). In the event the non-initiating partners decline to purchase the interest of the initiating partner for the ROFO Price, the initiating partner will have the right to market the portfolio to a third party at a price not less than 98% of the initiating partner's original proposed price. The initiating partner may thereafter elect to present a forced sale of the portfolio for a price less than 98% of the initiating partner's original proposed price, subject to a right of first refusal in favor of the non-initiating partners.

    The BTC II General Partner may be removed for "cause" as defined in the BTC II Partnership Agreement, which includes, but is not limited to: (i) the commission by the BTC II General Partner of an uncured material breach, a willful bad act, or gross negligence which has a material adverse effect on the BTC II Partnership; (ii) an unpermitted change in control of the Company; or (iii) the bankruptcy of the BTC II General Partner. If the QuadReal Limited Partner requests the removal of the BTC II General Partner, the removal determination will be made by binding arbitration. If the arbitration results in a determination to remove the BTC II General Partner, then the QuadReal Limited Partner will appoint a replacement general partner from a previously approved list of third-party real estate and investment management companies. The removal of BTC II General Partner for "cause" will result in a reduction in the amount of incentive distributions to which the BTC II General Partner is entitled to receive.

    No limited partner will be permitted to transfer (as defined in the BTC II Partnership Agreement) their respective interests in BTC II to a third party until the first date on which (x) 75% of the rentable space of BTC II's last acquired development investment has been leased to tenants under leases for which the lease commencement date has occurred and such tenants have taken occupancy of their premises and have commenced base rent payments, and (y) the weighted average lease term of the leases with respect to such development investment is greater than two years (assuming, in the determination of the weighted average lease term, that any existing tenant termination right is exercised as of the Trigger Date), at which time each limited partner will be permitted to transfer all (but not less than all) of their respective interests, subject to certain limitations and requirements (including, with respect to a transfer of the IPT Limited Partner's interest in BTC II to a transferee, the requirement that there be a concurrent transfer by the BTC II General Partner of its interest in BTC II to such transferee, which transfer shall be subject to the limitations set forth in the immediately succeeding sentence). Following the Trigger Date, the BTC II General Partner also will be permitted to transfer its interest in BTC II to a third-party institutional

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      transferee meeting certain conditions set forth in the BTC II Partnership Agreement, subject to the approval of the QuadReal Limited Partner. Each partner may transfer its respective interest to an affiliate of such partner at any time, subject to certain limitations. With respect to a transfer to a third party, any non-transferring partner will have a right of first offer with respect to the transferring partner's interest, as well as customary tag-along rights. If an IPT Partner rejects an offer pursuant to its right of first offer, the BCG Limited Partner may elect to accept such offer in lieu of the IPT Partner.

    At any time after the Trigger Date, the IPT Limited Partner or the QuadReal Limited Partner will have the right to trigger a buy-sell mechanism. For purposes of the buy-sell mechanism, the IPT Partners will be deemed a single partner. Upon delivery of a buy-sell notice, the buy-sell mechanism shall commence by any partner offering to purchase the entire interest of the other partners and the offeree must either sell its interest at the offered price or elect to buy the interest of the offering partner at the offered price. The IPT Partners will have a one-time right to delay any liquidation of BTC II and the buy-sell process for up to 90 days (which in certain events may be extended to not more than six months in aggregate) if the Company is pursuing a transaction by which its shares of common stock would become listed on a national securities exchange.

    At any time, the IPT Partners may transfer all or any portion of their respective interest in BTC II to one or more affiliates of Black Creek Group ("BCG"); provided that (i) if the BTC II General Partner transfers all but not less than all of its interest in BTC II to one or more affiliates of BCG, such transferee shall become a substitute BTC II General Partner and assume all of the rights and obligations of the BTC II General Partner, and (ii) if the IPT Limited Partner transfers all but not less than all of its interest in BTC II to one or more affiliates of BCG, such transferee shall assume the rights and obligations of the IPT Limited Partner.

    In the event of (i) a dispute as to "cause" (as described above) or (ii) a deadlock event prior to the Trigger Date, any limited partner may deliver a written arbitration notice to the other partners and initiate a final and binding arbitration procedure as described in the BTC II Partnership Agreement.

    BTC Advisory Agreements

        Advisor Sub I holds a special limited partner interest in BTC I and an affiliate of Advisor Sub II holds a special limited partner interest in BTC II. BTC I pays fees to Advisor Sub I for providing advisory services to BTC I and BTC II pays fees to Advisor Sub II for providing advisory services to BTC II. These advisory services include acquisition and asset management services and, to the extent applicable, development management and development oversight services. In addition, the BTC Partnership Agreements contain procedures for making distributions to the parties, including incentive distributions to BTC I Special Limited Partner and BTC II Special Limited Partner, as applicable, which are subject to certain return thresholds being achieved as described above. The obligations of the Advisor Subs to provide advisory services to the respective BTC Partnership will terminate upon termination of the Advisory Agreement with the exception that if the Advisory Agreement is terminated other than for "cause," the respective Advisor Subs will have the option, in their sole discretion, to seek to become the administrative general partner of the respective BTC Partnership; subject, in the case of BTC I, to certain conditions, including obtaining the consent of the third party limited partners. If the respective Advisor Sub is made the administrative general partner, then the Advisor Sub will continue to provide the advisory services and receive the same fees as those to which it was entitled prior to becoming the administrative general partner, but the Advisor Sub will not control or manage the respective BTC Partnership.

        For the years ended December 31, 2018, 2017, and 2016, the BTC Portfolio incurred in aggregate approximately $7.5 million, $5.8 million, and $3.6 million, respectively, in acquisition and asset management fees which were paid to the Advisor and its wholly owned subsidiary pursuant to the respective advisory and subadvisory agreements. As of December 31, 2018 and 2017, the Company had amounts due from the BTC Portfolio of approximately $0.2 million and $0.8 million, respectively, which were recorded in due to affiliates on the consolidated balance sheets. For the three and six months ended June 30, 2019, the BTC Portfolio incurred in aggregate approximately $1.8 million and $3.8 million, respectively, in acquisition and asset management fees, which were paid to the Advisor and its wholly-owned subsidiary pursuant to the respective advisory and subadvisory agreements, as compared to $1.6 million and $3.5 million for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 and December 31, 2018, the Company had amounts due from the BTC Portfolio of approximately $1,000 and $0.2 million, respectively, which were recorded in due from affiliates on the condensed consolidated balance sheets.

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        As a result of the payment of the fees to the respective Advisor Subs by the respective BTC Partnership, the fees payable to the Advisor pursuant to the Advisory Agreement will be reduced by the product of (i) the fees actually paid to the Advisor Subs, and (ii) the percentage interest of the respective BTC Partnership owned by the Company or any entity in which the Company owns an interest. Accordingly, with respect to each BTC Partnership, the aggregate of all fees paid to the respective Advisor Sub will not, with respect to the interests in such BTC Partnership held by the Company or any entity in which the Company owns an interest, exceed the aggregate amounts otherwise payable to the Advisor pursuant to the Advisory Agreement for such services. The description of the advisory agreements in this and the previous paragraph reflects our current structure, which is not anticipated to change as a result of the Asset Sale, the Special Distribution or the Conversion.

    Unaudited Condensed Consolidated Pro Forma Financial Statements

        The following unaudited pro forma combined financial statements have been included to show the pro forma effect of the Asset Sale and Special Distribution, as described elsewhere in this Proxy Statement, and have been prepared in accordance with Article 11 of Regulation S-X by applying pro forma adjustments to our historical combined financial information. The unaudited pro forma combined balance sheet gives effect to the transaction as if it had occurred on June 30, 2019. The unaudited pro forma combined statements of operations give effect to the transaction as if it had occurred on January 1, 2018. All significant pro forma adjustments and underlying assumptions are described in the notes to the unaudited pro forma combined financial statements.

        The following unaudited pro forma combined financial statements give effect to the following:

    The sale of substantially all of our assets (excluding the BTC Interests) to Prologis pursuant to the Asset Sale;

    Receipt of the Asset Sale Consideration from Prologis and payment of various related expenses, including the distribution to our Sponsor in respect of its Special Partnership Units and the Asset Management Fee to be paid to our Advisor pursuant to the Advisory Agreement (see "The Asset Sale—Interests of our Directors and Executive Officers in the Asset Sale"); and

    Payment to our stockholders of the Special Distribution consisting of the net Asset Sale consideration, after the expenses described above.

        The unaudited pro forma combined financial statements do not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transactions described above. The pro forma adjustments are based on currently available information and assumptions we believe are reasonable, factually supportable, directly attributable to the Asset Sale and Special Distribution, and for purposes of the statements of operations, are expected to have a continuing impact on our business. Our unaudited pro forma combined financial statements and explanatory notes present how our financial statements may have appeared had we completed the above transactions as of the dates noted above.

        The unaudited pro forma combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or financial results that would have actually been reported had the transactions occurred on January 1, 2018 or June 30, 2019, as applicable, nor are they indicative of our future financial position or financial results. The differences that may occur between the preliminary estimates and the final accounting could have a material impact on the unaudited pro forma combined financial statements, including the impact on pro forma amortization of intangible assets and depreciation of property, plant and equipment. Additionally, the unaudited pro forma combined financial statements do not give effect to discontinued operations as the Asset Sale has not met the held for sale criteria, which is when the Company obtains the required stockholder approval for the Asset Sale.

        The unaudited pro forma combined financial statements do not indicate results expected for any future period. The unaudited pro forma combined financial statements should be read in conjunction with our historical consolidated financial statements and related notes thereto included in our Quarterly Report on Form 10-Q filed with the Commission on August 9, 2019 and our Annual Report on Form 10-K filed with the Commission on March 6, 2019.

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INDUSTRIAL PROPERTY TRUST INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2019
(Unaudited)

(in thousands, except per share data)
  Company
Historical(1)
  Dispositions(2)   Pro Forma
Adjustments
  Consolidated
Pro Forma
 

ASSETS

                         

Net investment in real estate properties

  $ 2,616,162   $ (2,616,162 ) $   $  

Investment in unconsolidated joint venture partnerships

    118,049             118,049  

Cash and cash equivalents

    4,863     3,990,000     (3,937,863) (3)   57,000  

Straight-line and tenant receivables, net

    30,034     (30,034 )        

Due from affiliates

    48     (48 )        

Other assets

    8,708     (7,953 )       755  

Total assets

  $ 2,777,864   $ 1,335,803   $ (3,937,863 ) $ 175,804  

LIABILITIES AND EQUITY

                         

Liabilities

                         

Accounts payable and accrued liabilities

  $ 23,581   $ (23,581 ) $ 2,000 (4) $ 2,000  

Debt, net

    1,535,092     (1,592,092 )   57,000 (5)    

Due to affiliates

    496     (496 )        

Distributions payable

    23,918         (23,918 )    

Distribution fees payable to affiliates

    14,343         (14,343 )    

Other liabilities

    43,032     (43,032 )        

Total liabilities

    1,640,462     (1,659,201 )   20,739     2,000  

Equity

                         

Stockholders' equity:

                         

Preferred stock, $0.01 par value

                 

Class A common stock, $0.01 par value per share

    1,059         718 (6)   1,777  

Class T common stock, $0.01 par value per share

    718         (718) (6)    

Additional paid-in capital

    1,595,719     2,525,692     (3,958,602 )   162,809  

Accumulated deficit

    (465,509 )   474,726         9,217  

Accumulated other comprehensive income

    5,414     (5,414 )        

Total stockholders' equity

    1,137,401     2,995,004     (3,958,602 )   173,803  

Noncontrolling interests

    1             1  

Total equity

    1,137,402     2,995,004     (3,958,602 )   173,804  

Total liabilities and equity

  $ 2,777,864   $ 1,335,803   $ (3,937,863 ) $ 175,804  

(1)
Reflects the Company's historical condensed consolidated balance sheet as of June 30, 2019. Refer to the Company's historical consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2019.

(2)
Represents the pro forma adjustments to reflect the disposition of all of our wholly-owned properties pursuant to the Asset Sale and subsequent payment of the Special Distribution to the Company's stockholders, as if such transactions had occurred on June 30, 2019. This includes the elimination of the related assets and liabilities. Upon closing of the Asset Sale, the Company will pay off its outstanding indebtedness not assumed by Prologis or its affiliates.

(3)
Represents the payment of various expenses, including the distribution to our Sponsor in respect to its Special Partnership Units and the Asset Management Fee to be paid to our Advisor pursuant to the Advisory Agreement, and payment to our stockholders of the Special Distribution consisting of the net Asset Sale consideration, after the various expenses previously described.

(4)
Amount represents estimated one-time transitional costs that are expected to be incurred as a result of completing the sale subsequent to December 31, 2019. These one-time transitional costs relate to general and administration activities that will be required as a result of owning and selling the wholly-assets after December 31, 2019.

(5)
Prior to closing the Asset Sale, the Company will borrow $57.0 million under our Operating Partnership's revolving credit facility. This amount will be paid off at the time of closing.

(6)
Upon closing of the Asset Sale and as a result of the payment of the Remaining Distribution Fees, each Class T share will automatically convert to one Class A share.

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INDUSTRIAL PROPERTY TRUST INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2019
(Unaudited)

(in thousands, except per share data)
  Company
Historical(1)
  Dispositions(2)   Pro Forma
Adjustments
  Consolidated
Pro Forma
 

Revenues:

                         

Rental revenues

  $ 124,794   $ (124,794 ) $   $  

Total revenues

    124,794     (124,794 )        

Operating expenses:

                         

Rental expenses

    33,544     (33,544 )        

Real estate-related depreciation and amortization

    53,267     (53,267 )        

General and administrative expenses

    5,462         (3,999) (3)   1,463  

Asset management fees, related party

    12,061     (11,706 )       355  

Total operating expenses

    104,334     (98,517 )   (3,999 )   1,818  

Other income (expenses):

                         

Equity in income of unconsolidated joint venture partnerships

    1,612             1,612  

Interest expense and other

    (26,536 )   26,536          

Net gain on disposition of real estate properties

    6,083         (6,083) (4)    

Total other (expenses) income

    (18,841 )   26,536     (6,083 )   1,612  

Net income (loss)

    1,619     259     (2,084 )   (206 )

Net (income) loss attributable to noncontrolling interests

                 

Net income (loss) attributable to common stockholders

  $ 1,619   $ 259   $ (2,084 ) $ (206 )

Weighted-average shares outstanding

    177,336                 177,336  

Net income (loss) per common share—basic and diluted

  $ 0.01               $ 0.00  

(1)
Reflects the Company's historical consolidated statement of operations for the six months ended June 30, 2019. Refer to the Company's historical consolidated financial statements and notes thereto included in the Company's Quarterly Report on Form 10-Q filed with the Commission on August 9, 2019.

(2)
Represents adjustments to reflect the disposition of all of our wholly-owned properties pursuant to the Asset Sale and subsequent payment of the Special Distribution to the Company's stockholders, as if such transactions had occurred on January 1, 2018. Amounts reflect the historical operations that are included in the Company's historical condensed consolidated statement of operations for the six months ended June 30, 2019.

(3)
Represents adjustment to reduce general and administrative expenses as a result of selling substantially all of our assets pursuant to the Asset Sale and is derived from the Company's estimate of general and administrative expenses.

(4)
Adjustment reflects the elimination of the net gain recorded in the Company's historical consolidated statement of operations statements. The net gain relates to disposition of real estate properties during the six months ended June 30, 2019. For purposes of the pro forma information presented above, it is assumed that if those wholly-owned real estate properties had not previously been disposed of they would be included in the Asset Sale.

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INDUSTRIAL PROPERTY TRUST INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018
(Unaudited)

(in thousands, except per share data)
  Company
Historical(1)
  Dispositions(2)   Pro Forma
Adjustments
  Consolidated
Pro Forma
 

Revenues:

                         

Rental revenues

  $ 241,299   $ (241,299 ) $   $  

Total revenues

    241,299     (241,299 )        

Operating expenses:

                         

Rental expenses

    63,670     (63,670 )        

Real estate-related depreciation and amortization

    111,942     (111,942 )        

General and administrative expenses

    9,557         (6,631) (3)   2,926  

Asset management fees, related party

    24,852     (24,135 )       717  

Total operating expenses

    210,021     (199,747 )   (6,631 )   3,643  

Other income (expenses):

                         

Equity in income of unconsolidated joint venture partnerships

    8,736             8,736  

Interest expense and other

    (50,401 )   50,401          

Net gain on disposition of real estate properties

    3,550         (3,550) (4)    

Total other (expenses) income

    (38,115 )   50,401     (3,550 )   8,736  

Net (loss) income

    (6,837 )   8,849     3,081     5,093  

Net loss (income) attributable to noncontrolling interests

                 

Net (loss) income attributable to common stockholders

  $ (6,837 ) $ 8,849   $ 3,081   $ 5,093  

Weighted-average shares outstanding

    176,283                 176,283  

Net (loss) income per common share—basic and diluted

  $ (0.04 )             $ 0.03  

(1)
Reflects the Company's historical consolidated statement of operations for the year ended December 31, 2018. Refer to the Company's historical consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Commission on March 6, 2019.

(2)
Represents adjustments to reflect the disposition of all of our wholly-owned properties pursuant to the Asset Sale and subsequent payment of the Special Distribution to the Company's stockholders, as if such transactions had occurred on January 1, 2018. Amounts reflect the historical operations that are included in the Company's historical condensed consolidated statement of operations for the year ended December 31, 2018.

(3)
Represents adjustment to reduce general and administrative expenses as a result of selling substantially all of our assets pursuant to the Asset Sale and is derived from the Company's estimate of general and administrative expenses.

(4)
Adjustment reflects the elimination of the net gain recorded in the Company's historical consolidated statement of operations statements. The net gain relates to disposition of real estate properties during 2018. For purposes of the pro forma information presented above, it is assumed that if those wholly-owned real estate properties had not previously been disposed of they would be included in the Asset Sale.

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Material U.S. Federal Income Tax Consequences of the Asset Sale

        THE FOLLOWING DISCUSSION IS A SUMMARY OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ASSET SALE UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE ASSET SALE TO THEM, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

    Tax Consequences of the Asset Sale to the Company

        The Company plans to adopt a plan of liquidation for U.S. federal income tax purposes in connection with the Asset Sale and treat both the Asset Sale and the distribution of proceeds from the Asset Sale as part of that plan of liquidation. For U.S. federal income tax purposes, the Company has elected to be taxed as a REIT under sections 856 through 860 of the Code. The Company expects to carry out the plan of liquidation in a manner that will allow it to continue to meet the requirements for qualification as a REIT until it completes its liquidation. In general, the U.S. federal income tax rules applicable to REITs require the Company to complete its liquidation within 24 months following adoption of a plan of liquidation in order to qualify for a full dividends paid deduction with respect to the liquidating distributions. Therefore, the Company will complete the plan of liquidation for U.S. federal income tax purposes prior to the end of the permitted 24 month liquidation period. If the Company has not fully wound down its operations by the end of the 24 month liquidation period, the Company intends to complete its plan of liquidation for U.S. federal income tax purposes by electing to be treated as a partnership for U.S. federal income tax purposes (the "Partnership Election").

        In order to maintain its status as a REIT the Company must, among other things, continue to derive income from qualified sources, principally, rents from real property, interest on mortgages secured by real property and gains from the sale or exchange of such real property or mortgages. In addition, the Company's principal investments must continue to be in real estate assets.

        So long as the Company remains qualified as a REIT, any net gain that the Company realizes from "prohibited transactions" will be subject to a 100% tax. "Prohibited transactions" generally are sales of property (that is not foreclosure property) held primarily for sale to customers in the ordinary course of a trade or business. Determining whether a real estate asset is property held primarily for sale to customers in the ordinary course of a trade or business is a highly factual determination. The Code provides a "safe harbor," which, if all its conditions are met, protects a REIT's property sales from being considered prohibited transactions. The conditions include, among other things, that the property be held by a REIT for at least two years for the production of rental income and that the REIT does not have more than seven property sales in any taxable year (there are alternative conditions to this seven sales condition, but those alternatives could not be met in the context of a complete liquidation). The Company does not expect that all of its properties will have been held for two years for the production of rental income at the time the Asset Sale closes. Accordingly, the Company does not expect to satisfy the safe harbor with respect to all of its properties; however, based on the facts and circumstances, the Company believes, but cannot assure stockholders, that all of its properties are held for investment and the production of rental income and should not be considered to be held for sale to customers in the ordinary course of the Company's trade or business, and that, therefore, the Company should not be subject to this tax.

        As a REIT, the Company generally is not subject to U.S. federal income tax on the portion of its taxable income that it currently distributes to its stockholders in distributions that are eligible for the dividends paid deduction. Distributions made pursuant to the plan of liquidation within the 24 month period after it is adopted will be treated as dividends paid for purposes of computing the Company's dividends paid deduction, but only to the extent of the Company's earnings and profits, computed without regard to its capital losses, for the taxable year in which any such distributions are made. As a result, provided that the Company continues to qualify as a REIT, the Company believes that it will not be subject to U.S. federal corporate income tax on gain recognized in connection with the Asset Sale. However, the Company also will be subject to tax at normal corporate rates upon any taxable income or capital gain not distributed. In addition, if the Company should fail to distribute (actually or through deemed distributions) during each calendar year at least the sum of (i) 85% of its REIT ordinary income for that year, (ii) 95% of its REIT capital gain net income for that year, and (iii) any undistributed taxable income from prior years, the Company would be subject to a 4% excise tax on the excess of the required distribution over the amounts actually or deemed distributed.

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        While the Company expects to continue to qualify as a REIT during the 24-month liquidation period (or shorter period if the liquidation is completed sooner), no assurance can be given that the Company will not lose or terminate its status as a REIT as a result of unforeseen circumstances. Should the Company lose its status as a REIT, either inadvertently or because its Board of Directors deems ceasing to be a REIT to be in the best interests of its stockholders, the Company would be taxable as a corporation for U.S. federal income tax purposes and would be liable for U.S. federal income taxes at corporate rates with respect to its entire net income from operations and any gain from sales of assets or distributions of any appreciated assets for the taxable year in which its qualification as a REIT terminates and for any subsequent years.

    Tax Consequences of the Asset Sale to U.S. Holders

        Liquidating distributions made by the Company should not be dividend income to U.S. Holders, notwithstanding the Company's treatment of these distributions as dividends for purposes of computing its taxable income. Distributions in liquidation should first reduce the tax basis of the U.S. Holder's shares of the Company's common stock. The amount of any liquidating distributions (including the value of any deemed distributions if the Company completes its liquidation by making the Partnership Election) in excess of the U.S. Holder's tax basis in its shares in the Company should be taxable to a U.S. Holder as gain from the sale of those shares. If the sum of all liquidating distributions made to a U.S. Holder is less than the U.S. Holder's tax basis in their shares of the Company's common stock, the difference will constitute a capital loss to the U.S. Holder at the time the U.S. Holder receives the final liquidating distribution. A U.S. Holder's gain or loss and holding period will be calculated separately for each block of shares of the Company's common stock held, with a block consisting of shares acquired at the same cost in a single transaction. Capital gain or loss will be long-term or short-term, depending on whether the U.S. Holder's shares of the Company's common stock have been held for more than one year. However, if a U.S. Holder recognizes a capital loss on the liquidation and has held shares of the Company's common stock for six months or less, the U.S. Holder's loss will be treated as a long-term capital loss to the extent the U.S. Holder previously received capital gain dividends from the Company with respect to their shares of the Company's common stock.

        Long-term capital gains of non-corporate U.S. Holders may qualify for reduced U.S. federal income tax rates, while capital gains of corporate U.S. Holders generally are taxable at regular U.S. federal income tax rates applicable to corporations. U.S. Holders who are individuals, estates or trusts may be subject to a 3.8% Medicare tax on their gain from the liquidation, and should consult their own tax advisors concerning the applicability of this tax. The deductibility of capital losses is subject to certain limitations.

        Backup withholding may apply to payments made to a U.S. Holder in connection with the liquidation unless the U.S. Holder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact, or (ii) provides a taxpayer identification number or social security number, certifies under penalties of perjury that the number is correct and that the U.S. Holder is not subject to backup withholding or otherwise complies with the applicable requirements of the backup withholding rules, which generally may be done by providing the Company with a properly completed and signed IRS Form W-9. Individual U.S. Holders who do not provide the Company with their correct taxpayer identification number may be subject to penalties imposed by the IRS. The Company may also be required to withhold on liquidating distributions made to any U.S. Holders who fail to certify their non-foreign status. Backup withholding is not an additional tax. Any amount withheld will be creditable against the U.S. Holder's U.S. federal income tax liability if the appropriate information is timely provided to the IRS.

        Because liquidating distributions may be made in multiple taxable years, if the Company were to abandon the plan of liquidation in a taxable year subsequent to one in which it already made liquidating distributions, the timing and character of a U.S. Holder's taxation with respect to liquidating distributions made to the Holder in the prior taxable year could change, which may subject the U.S. Holder to tax liability (which tax liability could be at ordinary income rather than capital gains rates) in the prior taxable year to which the U.S. Holder would not otherwise have been subject.

    Tax Consequences of the Asset Sale to Tax-Exempt Holders

        Liquidating distributions made by the Company generally will not be unrelated business taxable income ("UBTI") to a tax-exempt U.S. Holder that does not hold its shares of the Company's common stock as "debt-financed property" within the meaning of the Code. Tax-exempt U.S. Holders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans

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exempt from U.S. federal income taxation under Code sections 501(c)(7), (c)(9), (c)(17) and (c)(20), respectively, are subject to different UBTI rules which may require them to treat liquidating distributions as UBTI and as to which they should consult their own tax advisors.

    Tax Consequences of the Asset Sale to Non-U.S. Holders

        The rules governing U.S. federal income taxation of non-U.S. Holders are complex, and no attempt will be made in this Proxy Statement to provide more than a limited summary of such rules. A non-U.S. Holder should consult with their own tax advisor to determine the impact of U.S. federal, state, and local income tax laws with regard to the Asset Sale and each non-U.S. Holder's receipt of distributions from the Company. Accordingly, this discussion does not address all aspects of U.S. federal income taxation, nor state, local or foreign tax consequences (including treaty benefits, if any, that may be available in certain instances), that may be relevant to a non-U.S. Holder in light of their particular circumstances.

        The discussion below assumes that a non-U.S. Holder's investment in shares of the Company's common stock is not effectively connected with a trade or business conducted in the United States by the non-U.S. Holder, or, if an applicable tax treaty so provides, that its investment in shares of the Company's common stock is not attributable to a United States permanent establishment maintained by the non-U.S. Holder. Also, special rules apply to a non-U.S. Holder who is an individual who has been present in the United States for 183 days or more during the taxable year in which a liquidating distribution is made to such non-U.S. Holder. Non-U.S. Holders should consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. income and other tax consequences to them of the Asset Sale.

        The IRS announced in Notice 2007-55 that it intends to take the position that under current law liquidating distributions by a REIT generally are taxable to non-U.S. Holders to the extent attributable to gain from the REIT's sale or exchange of a United States real property interest ("USRPI") as if such gain were effectively connected with a U.S. trade or business ("USRPI gain"). Non-U.S. Holders thus would be taxed at the same capital gain rates applicable to U.S. Holders with respect to USRPI gain (subject to any applicable special alternative minimum tax in the case of nonresident alien individuals). The Company intends to follow the IRS's announced position. Accordingly, the Company expects to withhold U.S. tax equal to 21% from any such USRPI gain. The 21% tax withheld generally may be claimed by a non-U.S. Holder as a credit against its reported U.S. federal income tax liability. In addition, corporate non-U.S. Holders may be subject to a 30% branch profits tax on USRPI gain unless and to the extent that such non-U.S. Holder is entitled to treaty relief or other exemption.

        Generally, the Company will be required to report annually to the IRS the amount of USRPI gain distributed to a non-U.S. Holder, such Holder's name and address, and the amount of U.S. tax withheld, if any. Liquidating distributions paid to a non-U.S. Holder may be subject to backup withholding tax (currently at a 24% rate) unless such non-U.S. Holder establishes an exemption, for example, by properly certifying its non-U.S. status on an IRS Form W-8BEN or other applicable version of IRS Form W-8.

        Because liquidating distributions may be made in multiple taxable years, if the Company were to abandon the plan of liquidation in a taxable year subsequent to one in which the Company already made liquidating distributions, the timing and character of your taxation with respect to liquidating distributions made to you in the prior taxable year could change, which may subject you to tax liability (which tax liability could be at ordinary income rather than capital gains rates and result in different withholding requirements) in the prior taxable year to which you would not otherwise have been subject.

    Tax Consequences of an Election by the Company to be Treated as a Partnership to the Company

        If the Company has not completed its liquidation within 24 months of the adoption of the plan of liquidation, the Company intends to make the Partnership Election, meaning it will elect to be treated as a partnership for U.S. federal income tax purposes. The legal form of the Company will not change, but for U.S. federal income tax purposes the Company will be treated as selling its remaining assets in a taxable transaction at fair market value and distributing property with a fair market value of those assets, net of any liabilities, to the Company's stockholders in a final liquidating distribution. This deemed distribution would be taxable to the Company's stockholders, as described above and below. The Company should be entitled to a deduction for dividends paid as a result of the liquidating distribution, as described above.

        An entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. An entity that would otherwise be classified as a partnership for federal

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income tax purposes may nonetheless be subject to tax as a corporation if it is a "publicly traded partnership" and certain exceptions do not apply. A partnership is a publicly traded partnership if interests in the partnership are traded on an established securities market or interests in the partnership are readily tradable on a secondary market or the substantial equivalent thereof. It is expected that the Company will not be publicly traded and would therefore not be a publicly traded partnership. However, even if the Company were publicly traded, if 90% or more of the income of a publicly traded partnership during each taxable year consists of "qualifying income" and the partnership would not be included in the definition of a regulated investment company ("a RIC") under Section 851 of the Code if it were a domestic corporation, then the partnership will be treated as a partnership, and not as an association or publicly traded partnership subject to tax as a corporation, for federal income tax purposes. Qualifying income generally includes rents, dividends, interest and capital gains from the sale or other disposition of stocks, bonds and real property. Qualifying income also includes other income derived from the business of investing in, among other things, stocks and securities. Interest is not qualifying income if it is derived in the "conduct of a financial or insurance business" or is based, directly or indirectly, on the income or profit of any person. It is anticipated that the Company's income will consist primarily of qualifying income (and that the Company would not be included in the definition of a RIC) and consequently, even if the Company constituted a publicly traded partnership, it would not be taxable as a corporation for federal income tax purposes.

        The Company may be subject to state or local taxation in various jurisdictions, including those in which it transacts business, owns property or resides. The Company may be required to file tax returns in some or all of those jurisdictions. The state and local tax treatment of the Company may not conform to the federal income tax treatment discussed herein.

    Tax Consequences of an Election by the Company to be Treated as a Partnership to Holders

        When the Company makes the Partnership Election, the Company will be deemed to distribute all of its assets and liabilities to its stockholders in liquidation and immediately thereafter, the stockholders will be deemed to contribute all of the distributed assets and liabilities to a newly formed partnership. Stockholders' holding periods for their interests will begin the day after the Company converts to a partnership for U.S. federal income tax purposes.

    Tax Consequences of an Election by the Company to be Treated as a Partnership to U.S. Holders

        For U.S. federal income tax purposes, a U.S. Holder's allocable share of recognized items of income, gain, loss, deduction or credit of the Company will be determined by the limited liability company agreement of the Company. The Company may derive taxable income from an investment that is not matched by a corresponding distribution of cash. Accordingly, it is possible that a U.S. Holder's U.S. federal income tax liability with respect to its allocable share of the Company's income for a particular taxable year could exceed any cash distribution such stockholder receives for the year, thus giving rise to an out-of-pocket tax liability for such stockholder.

        Basis.    A U.S. Holder will have an initial tax basis for its shares of beneficial interest in the Company equal to the fair market value of the assets deemed contributed as a result of the Company's election to be treated as a partnership. That basis will be increased by the U.S. Holder's share of the Company's income and by increases in the stockholder's share of the Company's liabilities, if any. That basis will be decreased, but not below zero, by distributions from the Company, by the stockholder's share of the Company's losses, and by any decrease in the stockholder's share of the Company's liabilities.

        Sale or Exchange of Partnership Shares of Beneficial Interest.    A U.S. Holder will recognize gain or loss on a sale of their shares of beneficial interest in the Company equal to the difference, if any, between the amount realized and the holder's tax basis in shares of beneficial interest in the Company sold. The holder's amount realized will be measured by the sum of the cash or the fair market value of other property received plus the holder's share under the partnership tax rules of the Company's liabilities, if any. A stockholder's adjusted tax basis will be adjusted for this purpose by the holder's allocable share of the Company's income or loss for the year of such sale or other disposition.

        Gain or loss recognized by a U.S. holder on the sale or exchange of their shares of beneficial interest in the Company generally will be subject to tax as capital gain or loss and will be long-term capital gain or loss if all of the shares of beneficial interest in the Company were held for more than one year on the date of such sale or exchange. The deductibility of capital losses is subject to limitations.

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        Passive Losses.    The passive activity loss rules of section 469 of the Code limit the use of losses derived from passive activities, which generally include an investment in limited partnership interests such as its shares of beneficial interest in the Company. If an investment in the Company is treated as a passive activity, a holder who is an individual investor, as well as certain other types of investors, would not be able to use losses from the Company to offset non-passive activity income, including salary, business income, and portfolio income (e.g., dividends, interest, royalties, and gain on the disposition of portfolio investments) received during the taxable year. Passive activity losses that are disallowed for a particular taxable year may, however, be carried forward to offset passive activity income earned by the holder in future taxable years. In addition, if the Company were characterized as a publicly traded partnership, each holder would be required to treat any loss derived from the Company separately from any income or loss derived from any other publicly traded partnership, as well as from income or loss derived from other passive activities. In such case, any net losses or credits attributable to the Company which are carried forward may only be offset against future income of the Company. Moreover, unlike other passive activity losses, suspended losses attributable to the Company would only be allowed upon the complete disposition of the holder's "entire interest" in the Company.

        Treatment of Distributions.    Distributions of cash by the Company will not be taxable to a U.S. Holder to the extent of such U.S. Holder's adjusted tax basis (described above) in its shares of beneficial interest in the Company. Any cash distributions in excess of a holder's adjusted tax basis will be considered to be gain from the sale or exchange of its shares of beneficial interest in the Company. Such gain would generally be treated as capital gain and would be long-term capital gain if the holder's holding period for its shares of beneficial interest in the Company exceeds one year, subject to certain exceptions. A reduction in a U.S. Holder's allocable share of the Company's liabilities is treated as a cash distribution for federal income tax purposes

        Reports to Investors.    The Company will endeavor to deliver Schedules K-1 to holders for any given fiscal year prior to April 15th of the following year; however, there is no guarantee and holders may not receive such Schedules K-1 until after April 15th of the following year. The board of directors of the Company will endeavor to provide holders with estimates of the taxable income or loss allocated to their investment in the Company on or before such date. Stockholders in the Company may be required to obtain extensions of the filing date for their income tax returns at the federal, state and local levels. You should consult with your tax advisor with respect to applying for such extension.

    Tax Consequences of an Election by the Company to be Treated as a Partnership to Tax-Exempt Holders

        Tax-exempt U.S. Holders may be subject to UBTI tax, to the extent, if any, that their allocable share of the Company's income consists of UBTI. A tax-exempt partner of a partnership that regularly engages in a trade or business which is unrelated to the exempt function of the tax-exempt partner must include in computing its UBTI its pro rata share (whether or not distributed) of such partnership's gross income derived from such unrelated trade or business. Moreover, a tax-exempt partner of a partnership could be treated as earning UBTI to the extent that such partnership derives income from "debt-financed property," or if the partnership interest itself is debt financed. Debt financed property means property held to produce income with respect to which there is "acquisition indebtedness" (that is, indebtedness incurred in acquiring or holding property).

        While the Company does not expect to generate significant amounts of UBTI, and amounts distributed as dividends by a REIT do not constitute UBTI, no assurance can be given that the Company will not generate UBTI and the Company would be under no obligation to minimize UBTI. Tax-exempt U.S. Holders of shares of beneficial interest in the Company should consult their tax advisors regarding all aspects of UBTI, including the availability of the so-called "fractions rule" to such tax-exempt U.S. Holder.

    Tax Consequences of an Election by the Company to be Treated as a Partnership to Non-U.S. Holders

        The Company expects that its only income producing assets after a Partnership Election would be the BTC Interests and, thus substantially all of the income that the Holders would allocated after a Partnership Election would be gains or FDAP, as described below. The Company does not anticipate material effectively connected income (other than gains treated as effectively connected as a result of FIRPTA, discussed below), but there is no assurance that there will not be effectively connected income. Effectively connected income would be subject to withholding at applicable rates and non-U.S. Holders could have U.S. federal income tax return filing obligations as a result.

        A non-U.S. Holder generally will be subject to a 30% U.S. federal withholding tax on the U.S. source fixed, determinable, annual or periodical income ("FDAP income") that is allocated to it (and that is not treated as

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effectively connected with a U.S. trade or business). For these purposes, ordinary income dividends paid by a REIT (i.e., distributions paid by the REIT not designated as capital gain dividends or otherwise subject to "FIRPTA," as described below, and not in excess of the REIT's current and accumulated earnings and profits), will be treated as FDAP income. As a general matter, the amount of FDAP income required to be withheld in respect of a non-U.S. Holder may be eligible for reduction pursuant to the terms of a tax treaty provided that the non-U.S. Holder is eligible for the benefits thereunder and certain other requirements are satisfied.

        A non-U.S. Holder will be subject to tax under the Foreign Investment in Real Property Act ("FIRPTA") on any distributions (including distributions which otherwise would represent a return of capital) paid by the BTC Interests and allocated to it by the Company to the extent that such distributions represent income or gain attributable to the sale or exchange by a REIT owned by the BTC Interests of a U.S. real property interest ("USRPI"). In addition, a corporate non-U.S. Holder may be subject to an additional branch profits tax of 30% (or lesser applicable treaty rate) on such distributions. The Company intends to withhold the applicable amount required by the Code and corresponding Treasury Regulations on capital gain dividends and any other distributions paid by a REIT owned through the BTC Interests to the Company and allocated to any non-U.S. Holder which are attributable to the sale or exchange of a USRPI.

        A non-U.S. Holder generally will be subject to tax under FIRPTA on (1) any income or gain allocated to it by the Company from the sale or exchange of a USRPI, and (2) any gain recognized in connection with the sale, exchange, or other taxable disposition of all or a portion of its interest in the Company if the interest in the Company constitutes a USRPI. Whether and to what extent an interest in a partnership (or other pass-through entity treated as a partnership for U.S. federal income tax purposes) constitutes a USRPI depends on the assets of the particular partnership.

        Because the only assets of the Company are expected to be its indirect interests, through the BTC Interests, in one or more REITs, an interest in the Company will constitute a USRPI only and to the extent a REIT is a "U.S. real property holding corporation" ("USRPHC"), unless the REIT otherwise qualifies as a "domestically controlled qualified investment entity." The Company believes that the REITs are USRPHCs. A REIT will qualify as a domestically controlled qualified investment entity if, at all times during a specified period, (1) the REIT qualifies as a REIT and (2) non-U.S. persons do not own, directly or indirectly, 50% or more of the outstanding interests in the REIT.

        As a general matter, a non-U.S. Holder will be subject to tax under FIRPTA (1) on any income or gain allocated to it by the Company from the sale or exchange of a USRPI and (2) on a sale or exchange of an interest in the Company to the extent that the gain is attributable to USRPIs (such as, in either case, interests in USRPHCs (including REITs which are USRPHCs and which are not domestically controlled qualified investment entities)). In addition, the purchaser of the interest in the Company might be required to withhold 15% of the amount realized in connection with the disposition. There can be no assurance as to whether the REITs owned by the BTC Interests will qualify as a domestically controlled qualified investment entity as of any given date.

        To the extent that the amount withheld in respect of a non-U.S. Holder's distributive share of income of the Company or in connection with a sale of a non-U.S. Holder's interest in the Company exceeds the amount of such non-U.S. Holder's substantive U.S. federal tax liability, such non-U.S. Holder generally will be entitled to a refund provided that such investor satisfies certain procedural requirements on a timely basis. Conversely, to the extent that the amount withheld in respect of a non-U.S. Holder's distributive share of income of the Company is less than the amount of such non-U.S. Holder's substantive U.S. federal tax liability, such non-U.S. Holder generally will be required to pay over any additional tax owed to the IRS on a timely basis.

        The Company expects that its only income producing assets after a Partnership Election would be the BTC Interests and, thus the Holders would not be subject to tax in each jurisdiction in which the REITs owned through the BTC Interests have assets or otherwise conduct business. However, the Holders may have greater state and local filing obligations as a result of the Partnership Election, if made.

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THE MERGER AGREEMENT

        This section of this Proxy Statement summarizes the material provisions of the Merger Agreement, which is attached as Annex A to this Proxy Statement and is incorporated herein by reference. As a stockholder, you are not a third party beneficiary of the Merger Agreement and therefore you may not directly enforce any of its terms and conditions.

        This summary may not contain all of the information about the Merger Agreement that is important to you. We urge you to carefully read the full text of the Merger Agreement because it is the legal document that governs the Asset Sale. The Merger Agreement is not intended to provide you with any factual information about Prologis, Merger Subs, the surviving entities or us. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement (and summarized below) are qualified by information we filed with the Commission prior to the effective date of the Merger Agreement, as well as by the disclosure letter the Company delivered to Prologis in connection with the signing of the Merger Agreement, that modify, qualify and create exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may apply contractual standards of materiality in a way that is different from what may be viewed as material by investors or that is different from standards of materiality generally applicable under the U.S. federal securities laws or may not be intended as statements of fact, but rather as a way of allocating risk among the parties to the Merger Agreement. The representations and warranties and other provisions of the Merger Agreement and the description of such provisions in this document should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings that we file with the Commission and the other information in this Proxy Statement. See "Additional Information" beginning on page 136 in this Proxy Statement.

        We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Proxy Statement not misleading.

        As used in the summary of the material terms of the Merger Agreement below and elsewhere in this Proxy Statement, unless the context requires otherwise, references to our "subsidiaries" does not include joint venture entities in which we are not, directly or indirectly, the general partner or managing member and does not include the BTC Portfolio.

Form, Effective Time and Closing of the Asset Sale

        The Merger Agreement provides for the sale of substantially all of the Company's assets to Prologis through (i) the merger of each of Merger Sub (or Alternative Merger Sub in the event that Prologis assigns Merger Sub's rights to so merge to Alternative Merger Sub, and Merger Sub or Alternative Merger Sub, as the case may be, will be referred to as "Merger Sub 1") and Merger Sub 2 (collectively, the "Merger Subs") with and into to-be-formed, wholly owned subsidiaries of IPT Holdco (the "New Holdcos"), with each applicable New Holdco surviving each merger as an affiliate of Prologis upon the terms and subject to the conditions set forth in the Merger Agreement, and (ii) the sale by IPT Holdco of up to ten to-be-formed Delaware limited liability companies that are wholly owned subsidiaries of IPT Holdco to Prologis or an affiliate of Prologis (including a "qualified intermediary" or "exchange accommodation titleholder" that is acting on behalf of an affiliate of Prologis so that one or more affiliates of Prologis may acquire Sale Subsidiaries as part of one or more "like-kind exchanges" under Section 1031 of the Code). Each of the Mergers will become effective at such date and at the time as the applicable certificate of merger is filed with the Delaware Secretary of State, or such later time as may be agreed by the parties. The Asset Transfers will be effective as of the effective time of the Mergers.

        The Merger Agreement provides that the closing of the Asset Sale will take place no later than the third business day following the date on which the last of the conditions to closing the Asset Sale (described below under "—Conditions to Completion of the Asset Sale") have been satisfied or validly waived by the party entitled to the benefit of such condition (other than conditions that by their terms are to be satisfied or waived at the closing of the Asset Sale, but subject to the satisfaction or valid waiver of such conditions), unless such date is extended by mutual agreement of the parties; provided that in no event will the closing date be earlier than January 8, 2020, unless otherwise agreed by the Company and Prologis.

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Formation of Merger Subs; Assignments; Asset Sale Holdcos.

        Prologis has the right to assign Merger Sub's rights pursuant to the Merger Agreement with respect to the Mergers to Alternative Merger Sub, by providing Company with written notice of such assignment on or prior to the earlier of the third (3rd) Business Day after the Company stockholder approval has been obtained and fifteen (15) days prior to the closing of the Asset Sale (such date, the "Prologis Notice Date"); provided that prior to Prologis providing such written notice of assignment to the Company, Prologis must have caused its applicable affiliate to form Alternative Merger Sub as a Delaware limited liability company and a wholly owned subsidiary of such Affiliate; and provided, further, that such assignment will not release or relieve Prologis or Merger Sub of its respective obligations under the Merger Agreement.

        On or prior to the Prologis Notice Date, Prologis must form Merger Sub 2 as a Delaware limited liability company and an affiliate of Prologis; provided that Prologis will have the right to assign its rights pursuant to the Merger Agreement with respect to the Mergers to its affiliate, by providing Company with written notice of such assignment on or prior to the Prologis Notice Date; provided, further, that prior to Prologis providing such written notice of assignment to the Company, Prologis must have caused its applicable affiliate to form Merger Sub 2 as a Delaware limited liability company and a wholly owned subsidiary of such affiliate; and provided, further, that such assignment will not release or relieve Prologis of its obligations under the Merger Agreement.

Asset Transfers

        On or prior to the Prologis Notice Date, Prologis must provide written notice to Company setting forth the number of Asset Sale Holdcos that Company will cause IPT Holdco to form, which number must not exceed ten (10) Asset Sale Holdcos, and the Sale Subsidiaries (the "Asset Transfer Subsidiaries") whose equity interests are to be contributed by IPT Holdco to the applicable Asset Sale Holdco.

        Prologis has the right to assign its rights pursuant to the Merger Agreement with respect to any Asset Transfer to one or more of its affiliates by providing Company with written notice of such assignment on or prior to the Prologis Notice Date; provided that such assignment must not release or relieve Prologis of its obligations under the Merger Agreement. Additionally, for purposes of the Asset Transfers an affiliate of Prologis may include one or more entities that are, or are wholly owned by, a "qualified intermediary" or "exchange accommodation titleholder" that is acting on behalf of an affiliate of Prologis so that one or more affiliates of Prologis may acquire Asset Transfer Subsidiaries as part of one or more "like-kind exchanges" under Section 1031 of the Code (an "Exchange"), and any such Exchange must be effected through an assignment of the Merger Agreement, or its rights under the Merger Agreement, to such "qualified intermediaries" or "exchange accommodation titleholders"; provided that no party is required to negotiate or consummate any Exchange that such party determines is not reasonably acceptable to such party and no Exchange may alter the parties' obligations under this agreement or delay or postpone the ability of parties to consummate the Mergers or the other Asset Transfers. Prologis will bear all costs incurred in connection with any actions taken by the parties in furtherance of such an Exchange.

        Upon the terms and subject to the satisfaction or waiver of the conditions of the Merger Agreement, at the effective time of the Mergers, Company will cause IPT Holdco to sell each Asset Sale Holdco to Prologis or to an affiliate of Prologis by delivering one or more assignments of limited liability company interests to Prologis or its affiliate in a form to be reasonably agreed by the parties prior to Closing (it being understood and agreed that such interest assignment must provide that such sale is on an "as is, where is" basis without any representation or warranty by IPT Holdco and Prologis and its affiliates will have no recourse against, and must fully release, Company and its affiliates).

Organizational Documents of the Surviving Entities

        At the effective time of each Merger, the certificate of formation and limited liability company agreement of each Surviving Entity will be amended and restated in the forms to be reasonably agreed by the parties prior to the closing of the Asset Sale.

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Pre-Closing Transactions

        On or prior to the earlier of the thirtieth (30th) day after the Company stockholder approval has been obtained and ten (10) days prior the closing date, the Company must cause the following to occur:

    the Company will cause IPT Holdco to contribute and convey to New Holdco 1 and will cause New Holdco 1 to accept from IPT Holdco, all right, title and interest of IPT Holdco in and to the equity interests of each of the Sale Subsidiaries identified by Prologis in a written notice that are to be contributed to New Holdco 1;

    Company will cause IPT Holdco to contribute and convey to New Holdco 2, and will cause New Holdco 2 to accept from IPT Holdco, all right, title and interest of IPT Holdco in and to the equity interests of each of the Sale Subsidiaries identified by Prologis in a written notice that are to be contributed to New Holdco 2; and

    Company will (i) cause IPT Holdco to form the Asset Sale Holdcos provided for in Prologis's written notice to Company, (ii) contribute and convey the applicable Asset Transfer Subsidiaries to the applicable Asset Sale Holdcos, and (iii) cause each Asset Sale Holdco to accept from IPT Holdco, all right, title and interest of IPT Holdco in and to the equity interests of each of the applicable Asset Transfer Subsidiaries.

        Notwithstanding anything to the contrary in the Merger Agreement, prior to the closing of the Asset Sale, the Company has the right, but not the obligation, to engage in a BTC Sale Transaction.

Asset Sale Consideration; Effects of the Mergers

    Asset Sale Consideration

        At the effective time of the Mergers, all of the limited liability company interests in each New Holdco issued and outstanding immediately prior to the effective time of the Mergers, which are all held by Operating Partnership, will be cancelled and automatically converted into the right of Operating Partnership to receive aggregate consideration equal to (A) $2,371,500,000 minus (B) the aggregate amount actually drawn under our Operating Partnership's revolving credit facility as permitted by the Merger Agreement to provide working capital for the Company and the BTC Entities following the closing of the Asset Sale plus (C) the aggregate amount of out-of-pocket costs paid or incurred by the Company and its subsidiaries in connection with (x) the formation of more than one New Holdco entity and engaging in more than one contribution transaction as requested by Prologis and (y) engaging in more than one merger and the Asset Transfers in the Asset Sale, plus (D) the payoff amount as of the date of closing of the Asset Sale of all indebtedness of the Company, Operating Partnership, and any other subsidiary of the Company that is not acquired by Prologis in the Asset Sale, plus (E) the amount of all expenses paid or incurred by the Company and its subsidiaries in connection with the Mergers, the Asset Transfers and other transactions contemplated by the Original Merger Agreement or the Merger Agreement that would have been payable or borne by the Company or any of its subsidiaries if the Company was merged with Merger Sub as provided in the Original Merger Agreement (including (x) the amount of any expenses that were incurred as a result of amending and restating the Original Merger Agreement and (y) transaction costs payable by the Company or any of its subsidiaries to the persons or entities set forth in the Company disclosure letter), minus (F) the closing net working capital amount (as defined above under "The Asset Sale—The Asset Sale Consideration") (which amount may be negative, in which case the absolute value of the closing net working capital amount will be added).

        All of the limited liability company interests in each of Merger Sub 1 and Merger Sub 2 issued and outstanding immediately prior to the effective time of the Mergers will be converted into limited liability company interests of Surviving Entity 1 and Surviving Entity 2, respectively, and all such limited liability company interests will be owned by Prologis.

    Payment of Merger Consideration

        At or before the effective time of the Mergers and the Asset Transfers, Prologis will pay or cause to be paid (including, for the avoidance of doubt, by one or more "qualified intermediaries" or "exchange accommodation titleholders" acting on behalf of an affiliate of Prologis) by wire transfer of immediately available funds to an account or accounts of a paying agent designated by the Company an amount equal to the Asset Sale Consideration. Prior to the date of the closing of the Asset Sale, the Company will engage a paying agent

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reasonably acceptable to Prologis to receive and disperse the Asset Sale Consideration and other amounts to be determined in the sole discretion of the Company.

    Withholding

        All payments under the Merger Agreement are subject to applicable withholding requirements.

    No Dissenters' or Appraisal Rights

        In accordance with our charter, as permitted by the MGCL, holders of the Company's common stock are not entitled to dissenters' or appraisal rights, or rights of objecting stockholders, with respect to the Asset Sale or the other transactions contemplated by the Merger Agreement and our Board of Directors of the Company has not determined that any such rights will be available.

Representations and Warranties

        The Merger Agreement contains a number of representations and warranties made by the Company, on the one hand, and Prologis and Merger Sub, on the other hand. The representations and warranties were made by the parties as of the date of the Merger Agreement and do not survive the effective time of the Asset Sale. Certain of these representations and warranties are subject to specified exceptions and qualifications contained in the Merger Agreement and qualified by information the Company filed with the Commission prior to July 15, 2019 and in the disclosure letter the Company delivered in connection with the Merger Agreement.

    Representations and Warranties of the Company

        The Merger Agreement includes representations and warranties by the Company relating to, among other things:

    organization, valid existence, subsidiaries, good standing and qualification to conduct business;

    organizational documents;

    capital structure;

    due authorization, execution, delivery and validity of the Merger Agreement;

    enforceability of the Merger Agreement (subject to certain applicable creditors' rights laws and general principles of equity);

    absence of any conflict with or violation of organizational documents or applicable laws, and the absence of any violation or breach of, or default or consent requirements under, certain agreements;

    permits and compliance with law;

    filings with the Commission and financial statements;

    absence of certain changes to the Company's business since March 31, 2019;

    absence of undisclosed material liabilities;

    absence of existing defaults or violations under organizational documents or certain other agreements;

    litigation;

    tax matters, including qualification as a REIT;

    absence of employees and employee benefit plans (other than the IPT Equity Incentive Plan and the IPT Private Placement Equity Incentive Plan);

    accuracy of information supplied for inclusion in the Proxy Statement;

    intellectual property;

    environmental matters;

    real property and leases;

    material contracts and indebtedness;

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    insurance;

    opinion of financial advisor;

    stockholder vote required in order to approve the Asset Sale;

    broker's, finder's and similar fees or commissions;

    inapplicability of the Investment Company Act of 1940, as amended;

    exemption of the Merger and the other transactions contemplated by the Merger Agreement from any federal and state anti-takeover statutes;

    related party transactions; and

    the formation of the New Holdcos solely for the purposes of engaging in the transactions contemplated by the Merger Agreement and absence of other activities and indebtedness of the New Holdcos.

    Representations and Warranties of Prologis and Merger Sub

        The Merger Agreement includes representations and warranties by Prologis and Merger Sub (including on behalf of any New Merger Sub) relating to, among other things:

    organization, valid existence, good standing and qualification to conduct business;

    due authorization, execution, delivery and validity of the Merger Agreement;

    enforceability of the Merger Agreement (subject to certain applicable creditors' rights laws and general principles of equity);

    absence of any conflict with or violation of organizational documents or applicable laws, and the absence of any violation or breach of, or default or consent requirements under, certain agreements;

    litigation;

    accuracy of information supplied for inclusion in the Proxy Statement or other document filed with the Commission or other government agency in connection with the Mergers;

    broker's, finder's and similar fees or commissions;

    sufficiency of funds to pay the Asset Sale Consideration and all amounts required to be paid by Prologis in connection with the transactions contemplated by the Merger Agreement and any other related fees and expenses;

    solvency of the Surviving Entities;

    absence of any agreements with the Company related parties;

    no vote required by equityholders of Prologis, Merger Sub, or any New Merger Sub; and

    no ownership of the Company's common stock by Prologis, Merger Sub, or any New Merger Sub.

Definition of "Company Material Adverse Effect"

        Many of the representations of the Company are qualified by a "company material adverse effect" standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would reasonably be expected to have a material adverse effect). For the purposes of the Merger Agreement, "company material adverse effect" means any effect, event, change, development, circumstance or occurrence that:

    is material and adverse to the business, assets, liabilities, condition (financial or otherwise) or results of operations of each of the Company's wholly owned subsidiaries, together with New Holdcos (each, a "Sale Subsidiary" and collectively, the "Sale Subsidiaries"), taken as a whole, or

    will prevent or materially impair or delay the ability of the Company to consummate the Mergers, the Asset Transfers or any of the other transactions contemplated by the Merger Agreement before February 28, 2020.

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        However, for purposes of the first bullet above, any effect, event, change, development, circumstance or occurrence will not be considered a company material adverse effect to the extent arising out of or resulting from the following:

    any failure of the Company or the Sale Subsidiaries to meet any projections or forecasts, or any estimates of earnings, revenues or other metrics for any period (provided, that any effect, event, change, development, circumstance or occurrence giving rise to such failure may be taken into account in determining whether there has been a company material adverse effect);

    any changes that affect the real estate industry generally;

    any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates;

    any changes in the legal, regulatory or political conditions in the United States or in any other country or region of the world;

    the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage;

    the negotiation, execution, delivery of the Original Merger Agreement or the Merger Agreement, or performance in accordance with the terms of the Original Merger Agreement, the Merger Agreement, or the public announcement of the transactions contemplated by the Original Merger Agreement or the Mergers, the Asset Transfers or the other transactions contemplated by the Merger Agreement, including the impact thereof on relationships, contractual or otherwise, with tenants, suppliers, lenders, investors (including stockholders), venture partners or employees;

    the taking of any action expressly required by the Original Merger Agreement or the Merger Agreement, or the taking of any action at the written request or with the prior written consent of Prologis or the failure to take any action at the request of Prologis or expressly prohibited by the Merger Agreement;

    earthquakes, hurricanes, floods or other natural disasters;

    changes in law or GAAP (or the interpretation thereof); or

    any claim, action, cause of action, suit, litigation, proceeding, arbitration, mediation, interference, audit, assessment, hearing or other legal proceeding, made or initiated by any holder of the Company's common stock, including any derivative claims, arising out of or relating to the Merger Agreement or the transactions contemplated thereby;

which,

    in the case of the second, third, fourth, fifth and ninth bullet points above, do not disproportionately affect the Sale Subsidiaries, taken as a whole, relative to others in the industrial real estate industry in the United States, and

    in the case of the eighth bullet point above, do not disproportionately affect the Sale Subsidiaries, taken as a whole, relative to others in the real estate industry in the geographic regions in which the Sale Subsidiaries operate, own or lease properties.

        For the purposes of the Merger Agreement, a "parent material adverse effect" means any effect, event, change, development, circumstance or occurrence that would reasonably be expected to prevent or materially impair or delay the ability of Prologis or any Merger Sub to perform their material obligations under the Merger Agreement or to consummate the Mergers or any of the transactions contemplated by the Merger Agreement before February 28, 2020.

Covenants and Agreements

    Conduct of Business by the Company Pending the Merger

        The Company has agreed to certain restrictions on the conduct of its business and that of the Sale Subsidiaries between the date of the Original Merger Agreement until the earlier to occur of the effective time of the Mergers and the date, if any, on which the Merger Agreement is validly terminated. In general, except to the extent required by law, as may be consented to in writing by Prologis (which consent must not be unreasonably withheld, conditioned or delayed), as may be expressly contemplated, required or permitted pursuant to the

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Merger Agreement, with respect to or in connection with any BTC Sale Transaction or as set forth in the Company disclosure letter, the Company has agreed that it cause each of the Sale Subsidiaries to,

    conduct its business in the ordinary course and in a manner consistent with past practice in all material respects, and

    use its commercially reasonable efforts to

    maintain its material assets and properties in their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company or any of its subsidiaries' control expected),

    preserve intact in all material respects its current business organization, goodwill, ongoing businesses and significant relationships with customers, suppliers, distributors, creditors, lessors, tenants and other significant third parties,

    maintain all Company insurance policies or substitutes therefor, and

    maintain the status of Company as a REIT.

        Without limiting the generality of the foregoing, the Company has also agreed that, subject to certain specified exceptions, including those discussed below, and except to the extent required by law, as may be consented to in writing by Prologis (which consent must not in any case be unreasonably withheld, conditioned or delayed (it being understood that Prologis's consent will be deemed given if Prologis has not, within three business days, so provided or withheld such consent)), as may be expressly contemplated, required or permitted by the Merger Agreement, with respect to or in connection with any BTC Sale Transaction, provided that any such BTC Sale Transaction does not result in any obligation, liability or other expense to any Sale Subsidiary and does not, and is not reasonably expected to, prevent, materially alter or materially delay the abilities of Company to consummate the Asset Sale, or as set forth in the Company disclosure letter, the Company will not (with respect to the first, third, seventh, eighth, nineteenth, twentieth, twenty-second, twenty-seventh and twenty-eighth bullets below only), and it will not cause or permit any of the New Holdcos or the Sale Subsidiaries to, do any of the following:

    amend its organizational documents;

    split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of any Sale Subsidiary (other than any wholly owned Sale Subsidiary);

    declare, set aside or pay any dividend on or make any other distributions (whether in cash, stock, property, or otherwise) with respect to shares of capital stock or other equity securities or ownership interests in the Company or any of its subsidiaries, except for

    the declaration by the Company of regular daily dividends, aggregated and paid quarterly in accordance with past practice at a daily rate that equates to a quarterly rate not to exceed $0.1425 per share of Company common stock,

    the declaration and payment of regular distributions that are required to be made in respect of any "Partnership Unit," as defined in the Second Amended and Restated Limited Partnership Agreement of Operating Partnership, dated as of August 14, 2015, as such agreement may be amended from to time,

    the declaration and payment of dividends or other distributions by any directly or indirectly wholly owned subsidiary of the Company to its parent entity,

    distributions by any subsidiary of the Company or any other entity in which the Company owns an interest that is not wholly owned, directly or indirectly, by the Company, in accordance with the organizational documents of such subsidiary of the Company or other entity in which the Company owns an interest, or

    declaration and payment of any distributions of proceeds resulting from any BTC Sale Transaction;

      provided that notwithstanding the restrictions on dividends and other distributions in this clause, the Company and its subsidiaries are permitted to make distributions, including under Sections 858 or 860 of the Code, reasonably necessary for the Company to maintain its status as a REIT under the Code and avoid or reduce the imposition of any entity level income or excise tax under the Code;

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    redeem, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other equity interests of a Sale Subsidiary;

    except for transactions among one or more Sale Subsidiaries, or as otherwise contemplated in third, fourth and sixth bullets, issue, deliver, sell, pledge, dispose, encumber or grant, any shares of any Sale Subsidiary's capital stock or other equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of any Sale Subsidiary's capital stock or other equity interests;

    acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except

    acquisitions by any Sale Subsidiary of or from an existing Sale Subsidiary,

    with respect to certain pending acquisitions,

    pursuant to existing contractual obligations of a Sale Subsidiary (including joint venture agreements), and

    acquisitions of real property (whether in fee or through a property holding entity or entities) or assets in the ordinary course of business consistent with past practice that would not, or not reasonably be expected to, prevent, materially alter or materially delay the ability of the Company to consummate the Asset Sale;

    sell, mortgage, pledge, assign, transfer, dispose of or encumber, or effect a deed in lieu of foreclosure with respect, to any Sale Subsidiary or any material property or assets of any Sale Subsidiary, except

    in the ordinary course of business consistent with past practice,

    pledges or encumbrances of direct or indirect equity interests in entities from time to time under the Company's existing revolving credit facility (including with respect to the addition or substitution of Sale Subsidiaries as guarantors under the Company's existing revolving credit facilities) that acquire properties that are the subject of the any pending acquisitions by the Company, or are not currently included in Company's borrowing base under Company's existing revolving credit facility,

    any pending sales or other dispositions disclosed in the Company disclosure letter, and

    pursuant to existing contractual obligations of a Sale Subsidiary (including joint venture agreements);

    incur, create, assume, refinance, replace or prepay any indebtedness for borrowed money or issue or amend the terms of any debt securities of the Company or any of its subsidiaries, or assume, guarantee or endorse, or otherwise become responsible (whether directly, contingently or otherwise) for the indebtedness of any other person (other than any wholly owned subsidiary of the Company), except

    indebtedness incurred under the Company's existing secured and unsecured revolving and term loan credit facilities in the ordinary course of business consistent with past practice (including to the extent necessary to pay dividends permitted by the Merger Agreement and including the addition or substitution of any of the Company's subsidiaries as guarantors under the Company's existing revolving credit facilities);

    funding any transactions permitted by the Merger Agreement (other than funding in connection with a BTC Sale Transaction);

    indebtedness that does not, in the aggregate, exceed $15,000,000;

    refinancing of existing indebtedness (provided that the terms of the new indebtedness are not materially more onerous on the Company compared to the existing indebtedness and the principal amount of such replacement indebtedness is not materially greater than the indebtedness it is replacing); and

    borrowing up to the amount specified in the Company disclosure letter under our Operating Partnership's line of credit;

    make any loans, advances or capital contributions to, or investments in, any other person (including to any of its officers, directors, affiliates, agents or consultants), make any change in its existing borrowing or

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      lending arrangements for or on behalf of such persons, or enter into any "keep well" or similar agreement to maintain the financial condition of another entity, other than

      by a Sale Subsidiary to a Sale Subsidiary,

      loans, advances or investments required to be made under any of the Sale Subsidiaries' leases or ground leases pursuant to which any third party is a lessee or sub lessee on any Sale Subsidiary's property or any existing joint venture arrangements to which a Sale Subsidiary is a party as of the date of the Original Merger Agreement,

      in connection with any construction or improvement of long-term real property (not including furniture, fixtures, equipment or inventory) for use in a tenant's trade or business at the Sale Subsidiaries' properties ("Tenant Improvements") at any Sale Subsidiary's property, and

      certain permitted investments;

    enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any material contract of the Sale Subsidiaries or (or any contract that, if existing as of the Original Merger Agreement date, would be a material contract of the Sale Subsidiaries), other than

    any termination or renewal in accordance with the terms of any existing material contract of the Sale Subsidiaries that occurs automatically without any action (other than notice of renewal) by any Sale Subsidiary;

    the entry into any modification or amendment of, or waiver or consent under, any mortgage or related agreement to which any Sale Subsidiary is a party as required or necessitated by the Merger Agreement or transactions contemplated thereby;

    in connection with any Tenant Improvements at any of the Sale Subsidiaries' properties; and

    as may be reasonably necessary to comply with the terms of the Merger Agreement;

    enter into, renew, modify, amend or terminate, or waive, release, compromise or assign any rights or claims under, any material Sale Subsidiary lease (or any lease for real property that, if existing as of the date of the Original Merger Agreement, would be a material Sale Subsidiary lease), except for

    renewing, modifying, or amending any material Sale Subsidiary lease at or above 90% of budget on a net present value basis or entering into any new lease that would have been a material Sale Subsidiary lease if existing on the date of the Original Merger Agreement where the annual rent under such lease is less than $5,000,000, and

    any entry into, renewal, modification, amendment or termination in accordance with the terms of any such lease that occurs without any required approval (other than notice of renewal or by amendment that does not change any material term of such material Sale Subsidiary lease) by any Sale Subsidiary or would not otherwise be materially adverse to any Sale Subsidiary (it being acknowledged and agreed that the participation by any Sale Subsidiary in any fair market determination or similar process required by any material Sale Subsidiary lease will not constitute a violation of this section);

    waive, release, assign, settle or compromise any claim or action affecting a Sale Subsidiary, other than waivers, releases, assignments, settlements or compromises that

    with respect to the payment of monetary damages, involve only

    the payment of any amounts (including applicable deductibles) payable under an insurance policy insuring the Company or a subsidiary of the Company (so long as the proceeds (less applicable deductibles) of such amounts paid by the insurer is contributed to the applicable Sale Subsidiary) or

    monetary damages

    that are equal to or less than the amounts specifically reserved with respect thereto on the most recent balance sheet of the Company filed with the Commission documents and publicly available prior to the date of the Original Merger Agreement or

    that do not exceed $5,000,000 individually or $50,000,000 in the aggregate,

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      do not involve the imposition of injunctive relief against any Sale Subsidiary, Prologis or any Surviving Entity, and

      do not provide for any admission of material liability or wrongdoing by any Sale Subsidiary;

    hire or terminate (without cause) any employee, executive officer or director of any Sale Subsidiaries or appoint any person to a position of executive officer or director of the any Sale Subsidiary (other than to replace any officer that departs after the date of the Original Merger Agreement) or enter into, or adopt or incur any liability under or with respect to any employment, bonus, severance or retirement contract or other compensation or benefit plan;

    except as required under the terms of the IPT Equity Incentive Plan or the IPT Private Placement Equity Incentive Plan or as set forth on the Company disclosure letter, grant, confer, award or modify the terms of any options, convertible securities, restricted stock, phantom shares, equity-based compensation or other rights to acquire, or denominated in, any Sale Subsidiary's capital stock or other voting securities or equity interests, other than customary annual grants or grants made to newly hired consultants, in each case, in the ordinary course of business consistent with past practice;

    fail to maintain all financial books and records in all material respects in accordance with GAAP or make any material change to its methods of accounting in effect at January 1, 2019, except as required by a change in GAAP or in applicable law, or make any change with respect to accounting policies, principles or practices unless required by GAAP or the Commission;

    enter into any new line of business;

    enter into any agreement that would limit or otherwise restrict (or purport to limit or otherwise restrict) in any material respect any of the Sale Subsidiaries or any of their successors from engaging in or competing in any line of business or owning property in, whether or not restricted to, any geographic area;

    fail to duly and timely file all material reports and other material documents required to be filed with any governmental authority, subject to extensions permitted by law;

    enter into or modify in a manner materially adverse to Company any Company tax protection agreement affecting a Sale Subsidiary, make, change or rescind any material election relating to taxes affecting a Sale Subsidiary, change a material method of tax accounting, file or amend any material tax return, settle or compromise any material federal, state, local or foreign tax liability, audit, claim or assessment, enter into any material closing agreement related to taxes affecting a Sale Subsidiary, or knowingly surrender any right to claim any material tax refund affecting a Sale Subsidiary, except, in each case, to the extent necessary

    to preserve Company's qualification as a REIT under the Code, or

    to qualify or preserve the status of any Sale Subsidiary as a disregarded entity or partnership for United States federal income tax purposes or as a qualified REIT subsidiary or a taxable REIT subsidiary under the applicable provisions of Section 856 of the Code, as the case may be; provided that before amending or filing any material tax return, such tax return must be provided to Prologis for its review and comment and Company must consider in good faith any such comments that are reasonable;

    take any action that would, or fail to take any action, the failure of which to be taken would, reasonably be expected to cause Company to fail to qualify as a REIT;

    adopt a plan of merger, complete or partial liquidation or resolutions providing for or authorizing such merger, liquidation or a dissolution, consolidation, recapitalization or bankruptcy reorganization, except in connection with any transaction permitted by the sixth and seventh bullet points above or to accept a superior proposal in a manner that would not reasonably be expected to be materially adverse to a Sale Subsidiary or to prevent or impair the ability of the Company to consummate the Mergers or the Asset Transfers;

    form any new funds, partnerships or joint ventures;

    make or commit to make any capital expenditures in excess of $5,000,000 individually, or $10,000,000 in the aggregate, except

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      as set forth within the Company disclosure letter,

      in connection with any Tenant Improvements at any of the Sale Subsidiaries' properties,

      for the expansion of a Sale Subsidiary's property pursuant to expansion rights requested by the applicable tenant in the ordinary course of business and in accordance with the terms of the applicable Sale Subsidiary lease, and

      capital expenditures in the ordinary course of business consistent with past practice necessary to repair or prevent damage to any of the Sale Subsidiaries' properties or as is necessary in the event of an emergency situation;

    amend or modify the compensation terms or any other obligations of the Company contained in the engagement letter with Morgan Stanley, Eastdil or CBRE in a manner materially adverse to the Company, any subsidiary of the Company, or Prologis or engage other financial advisers in connection with the transactions contemplated by the Merger Agreement;

    permit any insurance policy naming any Sale Subsidiary as a beneficiary or an insured or a loss payable payee to be canceled, terminated or allowed to expire unless such entity has obtained an insurance policy with substantially similar terms and conditions to the canceled, terminated or expired policy, provided that, with respect to any renewal of any such policy, the Company will

    use commercially reasonable efforts to obtain favorable terms with respect to the assignment or other transfer of such policy and termination fees or refunds payable pursuant to such policy and

    provide Prologis a reasonable opportunity to review and consider the terms of any such policy and consider in good faith any comments Prologis may provide to the Company with respect to the terms of any such policy;

    amend any term of any outstanding stock or other equity security of any Sale Subsidiary;

    except to the extent permitted below under "—No Solicitation of Transactions" and under "—Adverse Recommendation Change" take, or fail to take, any action that would, or would reasonably be expected to, prevent or delay the consummation of the transactions contemplated by the Merger Agreement; or

    with respect to any Sale Subsidiary, authorize, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing, and with respect to Company, authorize, or enter into any contract, agreement, commitment or arrangement to take any of the actions (with respect to itself if such covenant expressly references Company and with respect to Sale Subsidiaries in all other instances) described in in the first, third, seventh, eighth, nineteenth, twentieth, twenty-second and twenty-seventh bullets above only.

        The Company has also agreed that, on and after such time as the Company stockholder approval has been obtained until the earlier to occur of the Effective Time and the date, if any, on which the Merger Agreement is terminated, except to the extent required by Law, as may be consented to in writing by Prologis (in Prologis's reasonable discretion), as may be expressly contemplated, required or permitted by this Agreement, with respect to or in connection with any BTC Sale Transaction, provided that any such BTC Sale Transaction does not result in any obligation, liability or other expense to any Sale Subsidiary and does not, and is not reasonably expected to, prevent, materially alter or materially delay the abilities of Company to consummate the Asset Sale, or as set forth in the Company disclosure letter, Company must not (with respect to the first, third, fourth, seventh, tenth or eleventh bullets below only), and must not cause or permit any Sale Subsidiary to, do any of the following:

    issue, deliver, sell, pledge, dispose of, encumber or grant, any shares of any of the Sale Subsidiaries' capital stock or other equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of any of the Sale Subsidiaries' capital stock or other equity interests;

    acquire or agree to acquire (including by merger, consolidation or acquisition of stock or assets) any real property, corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof, except