0001209191-20-006288.txt : 20200204 0001209191-20-006288.hdr.sgml : 20200204 20200204161307 ACCESSION NUMBER: 0001209191-20-006288 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200203 FILED AS OF DATE: 20200204 DATE AS OF CHANGE: 20200204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fernandez Antonio F. CENTRAL INDEX KEY: 0001570835 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13130 FILM NUMBER: 20573828 MAIL ADDRESS: STREET 1: C/O PINNACLE FOODS INC. STREET 2: 399 JEFFERSON ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY PROPERTY TRUST CENTRAL INDEX KEY: 0000921112 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 237768996 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6106481700 MAIL ADDRESS: STREET 1: 650 EAST SWEDESFORD ROAD STREET 2: SUITE 400 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: ROUSE & ASSOCIATES PROPERTY TRUST DATE OF NAME CHANGE: 19940421 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-03 1 0000921112 LIBERTY PROPERTY TRUST LPT 0001570835 Fernandez Antonio F. C/O LIBERTY PROPERTY TRUST 650 EAST SWEDESFORD ROAD, SUITE 400 WAYNE PA 19087 1 0 0 0 Common Shares of Beneficial Interest ($0.001 par value) 2020-02-03 4 D 0 12064 D 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 27, 2019, by and among Liberty Property Trust (the "Company"), Liberty Property Limited Partnership (the "Partnership"), Leaf Holdco Property Trust ("New Liberty Holdco"), Prologis, Inc. ("Prologis"), Lambda REIT Acquisition LLC ("Prologis Merger Sub"), Prologis, L.P. ("Prologis OP") and Lambda OP Acquisition LLC ("Prologis OP Merger Sub"), on February 3, 2020, (i) an indirect wholly owned subsidiary of New Liberty Holdco merged with and into the Company (the "Company Merger"), with the Company continuing as the surviving entity and as an indirect wholly owned subsidiary of New Liberty Holdco; (ii) on February 4, 2020, New Liberty Holdco merged with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving corporation and a wholly owned subsidiary of Prologis; (Continued from footnote 1) (iii) immediately after the Topco Merger, Prologis Merger Sub caused all of the outstanding equity interests in the Company to be contributed to Prologis OP in exchange for the issuance by Prologis OP of the partnership interests in Prologis OP to other subsidiaries of Prologis; (iv) and thereafter, Prologis OP Merger Sub merged with and into the Partnership, with the Partnership continuing as the surviving entity and a wholly owned subsidiary of Prologis OP. Pursuant to the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), each outstanding common share of beneficial interest, par value $0.001 per share, of the Company (a "Company Common Share"), held by the reporting person immediately prior to Company Merger Effective Time was automatically converted into one newly issued share of beneficial interest, par value $0.001 per share, of New Liberty Holdco (a "New Liberty Holdco Common Share"). (Continued from footnote 2) At the effective time of the Topco Merger (the "Topco Merger Effective Time"), each outstanding New Liberty Holdco Common Share held by the reporting person was automatically converted into the right to receive 0.675 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Prologis ("Prologis Common Stock" and such consideration, the "Merger Consideration") together with cash in lieu of fractional shares, without interest, but subject to any withholding required under applicable tax law, upon the terms and subject to the conditions set forth in the Merger Agreement. On January 31, 2020, the closing price of the Company Common Shares was $62.65 per share and the closing price of Prologis Common Stock was $92.88 per share. Antonio F. Fernandez by Mary Beth Morrissey as Attorney-in-Fact 2020-02-04 EX-24.4_891656 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned's hereby makes, constitutes and appoints each of Christopher J. Papa, Herman C. Fala and Mary Beth Morrissey, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or trustee of Liberty Property Trust (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute of substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of May, 2017. By: /s/ Antonio F. Fernandez ------------------------ Antonio F. Fernandez