XML 51 R21.htm IDEA: XBRL DOCUMENT v3.20.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events
14. SUBSEQUENT EVENTS
Asset Sale Transaction
On January 8, 2020, the Company completed the previously announced sale of substantially all of the Company’s assets to affiliates of Prologis, L.P., a Delaware limited partnership (“Parent”), in exchange for total aggregate consideration of approximately $4.0 billion (including approximately $744.9 million, of mortgage notes and related accrued interest and prepayment penalties paid off by the Parent) (the “Merger Consideration”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019 (the “Merger Agreement”), by and among the Company, Parent and Rockies Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Rockies Acquisition”).
Pursuant to the terms of the Merger Agreement, the sale of all of the Company’s property-owning assets, other than the entities that hold the Company’s limited partnership and general partnership interests in the Company’s two unconsolidated joint venture partnerships—Build-To-Core Industrial Partnership I LP (the “BTC I Partnership”) and Build-To-Core Industrial Partnership II LP (the “BTC II Partnership” and, together with the BTC I Partnership, the “BTC Partnerships”)—to Parent was effected through (i) two mergers (each, a “Merger” and collectively the “Mergers”) of newly formed Delaware limited liability companies that were wholly owned subsidiaries of affiliates of Parent (the “Merger Subs”) with and into newly formed, wholly owned subsidiaries of IPT Real Estate Holdco LLC, a Delaware limited liability company and indirect subsidiary of the Company (“IPT Holdco”) (and such wholly owned subsidiaries, the “New Holdcos”), with each applicable New Holdco surviving each Merger as a wholly owned subsidiary of an affiliate of Parent upon the terms and subject to the conditions set forth in the Merger Agreement, and (ii) the sale (each, an “Asset Transfer” and together with the Mergers, the “Asset Sale”) by IPT Holdco of nine limited liability companies that were wholly owned subsidiaries of IPT Holdco to affiliates of Parent. As a result of the Asset Sale, the Company’s remaining assets primarily consist of its interests in the BTC Partnerships.
In connection with the closing of the Asset Sale (the “Closing”), in accordance with the terms of the Merger Agreement, Parent paid IPT Holdco the Merger Consideration, and IPT Holdco distributed the Merger Consideration to the Operating Partnership.  The Operating Partnership used $957.3 million of the Merger Consideration to repay debt and related accrued interest under the outstanding credit facilities, and $33.4 million of the Merger Consideration to pay costs and transaction expenses incurred in connection with the Asset Sale. The Operating Partnership then distributed $57.9 million of the Merger Consideration to the sole holder of special partnership units in the Operating Partnership and the remaining $2.26 billion of the Merger Consideration to the Company, as the sole holder of Class A partnership units in the Operating Partnership, in accordance with the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended. The Company paid $24.75 million of the portion of the Merger Consideration it received to the Company’s external advisor as an asset management fee in accordance with the advisory agreement between the Company and its external advisor, distributed $2.23 billion of the Merger Consideration it received pro rata to the Company’s shareholders within five business days of the Closing, with each holder of common stock entitled to receive a special distribution in an amount equal to $12.54 per share of common stock, without interest and less applicable withholdings and taxes (the “Special Distribution”). Consistent with distributions historically made by the Company, the cash distribution actually paid to holders of shares of Class T common stock was net of up to the aggregate amount of the distribution fees that would have been reallowed by the dealer manager to broker dealers if the Class T shares had remained outstanding, which remaining distribution fees were paid by the Company at a discounted rate following the Closing. The amount of remaining distribution fees deducted from the Special Distribution payable to each share of Class T common stock were generally up to $0.17 per share, depending on how long a shareholder had held its shares of Class T common stock. Following payment of such remaining distribution fees, each share of Class T common stock was converted to a share of Class A common stock on a one-for-one basis. Shareholders of the Company will continue to hold the same number of common shares in the Company following the Closing as they held prior to the Closing.
Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership
On February 3, 2020, the Company entered into the Third A&R Partnership Agreement, between the Company, in the Company’s capacity as general partner and limited partner of the Operating Partnership, and the Advisor, in its capacity as special limited partner of the Operating Partnership. The Third A&R Partnership Agreement amended and restated the Operating Partnership’s limited partnership agreement to provide for the issuance of a preferred equity capital interest to the Advisor in connection with certain restructuring transactions entered into between the Company and the Sponsor and to revise the priority of distributions by the Operating Partnership to reflect the terms of such preferred equity capital interest, as described in additional detail below, as well as to reflect certain changes to the tax law. The Third A&R Partnership Agreement also incorporates previously adopted amendments to the Operating Partnership’s Second Amended and Restated Limited Partnership Agreement pursuant to (i) that certain Side Agreement Concerning Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of August 20, 2019, by and between the Company and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on August 23, 2019, and (ii) that certain Amendment to Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 7, 2019, by and among the Company, the Operating Partnership and the Sponsor, as described in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in each case, other than those changes that are no longer applicable as a result of the closing of the Asset Sale.
As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 8, 2019, in connection with the Asset Sale, on October 7, 2019, the Company, the Operating Partnership, the Sponsor, Industrial Property Advisors LLC, the Company’s prior external advisor (the “Prior Advisor”), and Academy Partners Ltd. Liability Company, an affiliate of the Sponsor (“Academy Partners”), entered into a Master Reorganization and Transaction Agreement (the “Master Reorganization Agreement”) to restructure the Sponsor’s interests in the Company.
In accordance with the Master Reorganization Agreement, prior to the closing of the Asset Sale, the Sponsor accepted an assignment of all rights to the trademark and all related rights and goodwill, world-wide, to the mark “Industrial Property Trust” (collectively, the “IPT Intellectual Property”) from the current holder thereof, an affiliate of the Sponsor, and an assignment from the Prior Advisor of all of its rights under the Advisory Agreement, and the Sponsor assumed the obligations of the Prior Advisor under the Advisory Agreement.
Following such assignment and assumption and prior to the closing of the Asset Sale, the Sponsor capitalized the Advisor by contributing to it (i) the IPT Intellectual Property, (ii) the Advisory Agreement, and (iii) the Sponsor’s special partnership units in the Operating Partnership. As a result of such contributions, the Advisor became the Company’s new external advisor and the new special limited partner in the Operating Partnership.
As contemplated by the Master Reorganization Agreement, on February 3, 2020, the Advisor made 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 previously licensed from an affiliate of the Sponsor under a terminable non-exclusive license. In exchange for such in-kind contribution of the IPT Intellectual Property, pursuant to the Third A&R Partnership Agreement, the Operating Partnership issued to the Advisor a preferred equity capital interest in the Operating Partnership having a preference on distributions from the Operating Partnership (the “Preference”). The amount of the Preference was determined by reference to the appraised fair market value of the IPT Intellectual Property.
The Third A&R Partnership Agreement also amended the Operating Partnership’s limited partnership agreement to provide that distributions by the Operating Partnership made from proceeds received by the Operating Partnership from dispositions of the interests in the BTC Partnerships and any other assets the Company owns in the future will be made, after any distribution necessary to maintain its REIT status, (i) first, 100% to pay the Preference, and (ii) then, 65% to the Company, and 35% to the Advisor.
Maryland REIT Conversion and the Fourth Amended and Restated Bylaws
At the Company’s 2019 annual meeting of stockholders held on December 11, 2019, the Company received stockholder approval to convert the Company, as a legal entity, from a Maryland corporation to a Maryland REIT (the “Conversion”), as contemplated by the Plan of Conversion of Industrial Property Trust Inc., which was filed as Annex C-2 to the Company’s definitive proxy statement filed with the SEC on October 21, 2019 (the “Definitive Proxy Statement”). The Plan of Conversion further provides that the Company implement the plan of liquidation for U.S. federal income tax purposes adopted by the board of directors and then dissolve without further vote by the Company’s shareholders (the “Plan of Liquidation”).
On February 3, 2020, the Company implemented the Conversion by filing Articles of Conversion with the Maryland State Department of Assessments and Taxation, a copy of which was filed as Annex C-3 to the Company’s Definitive Proxy Statement. Upon the Conversion, the Company changed its name from Industrial Property Trust Inc. to Industrial Property Trust. Also on February 3, 2020, pursuant to the Plan of Conversion, the declaration of trust was executed by the Company’s board of trustees and filed with the Maryland State Department of Assessments and Taxation. The declaration of trust is substantively identical to the Company’s charter prior to the Conversion, other than revisions necessary to reflect its new entity form as a Maryland real estate investment trust and to delete references to the Company’s Class T common stock and other immaterial drafting changes. The principal substantive differences between the declaration of trust and the Company’s charter prior to the Conversion are (i) that the declaration of trust permits sales of all or substantially all of the Company’s assets following adoption of the Plan of Liquidation by the board, which was adopted on January 7, 2020; and (ii) the declaration of trust does not require separate shareholder approval for dissolution because the Plan of Conversion includes a provision for voluntary dissolution following disposition of the Company’s assets. In addition, the declaration of trust only provides for common shares of Class A beneficial interest in the Company (and not shares of Class T beneficial interest in the Company) because each share of the Company’s Class T common stock converted to one share of the Company’s Class A common stock on January 31, 2020 as a result of the payment of the remaining distribution fees owed to broker-dealers for each share of the Company’s Class T common stock. The declaration of trust also provides that holders of the Company’s shares of beneficial interest are only 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 determines to submit for shareholder approval. An additional summary of the changes made by the declaration of trust can be found in the Definitive Proxy Statement.
Also effective on February 3, 2020, in connection with the Conversion, the Company adopted the Fourth Amended and Restated Bylaws of the Company (the “Amended Bylaws”). The Amended Bylaws contain substantially the same terms as the Company’s prior bylaws, except for changes to reflect the Company’s new form of organization as a Maryland REIT.
As a result of the Conversion, the Company is a successor registrant to Industrial Property Trust Inc. pursuant to Rule 12g-3(a) of the Exchange Act, and the Company is subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder.