Prologis, Inc. · NYSE:PLD
Prologis — AMB Property — Merger or Acquisition (January 2011)
19 slides from Prologis's merger presentation, Jan 31, 2011
Slide 1: Merger of Equals
Merger of Equals (r) January 31, 2011
Slide 2: Forward-Looking Statements
Forward-Looking Statements In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward- looking statem
Slide 3: Additional Information About this Transaction
Additional Information About this Transaction In connection with the proposed transaction, AMB Property Corporation ("AMB") expects to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of ProLogis and AMB that also constitutes a prospectus of AMB. AMB a
Slide 4: Shared Vision for Success
Shared Vision for Success The undisputed leader in the industrial sector The best customer franchise in the real estate industry The only player in industrial real estate active on four continents The world's leading industrial property developer A global leader in real estate investment management
Slide 5: Transaction Overview
Transaction Overview Company will be named ProLogis Ticker symbol will be (NYSE: PLD) ~60% former ProLogis shareholders ~40% former AMB shareholders Corporate - San Francisco Operational - Denver ~$80 million annual run rate Expected by the end of second quarter 2011 100% stock merger of equals Each
Slide 6: Leadership / Integration
Leadership / Integration The combined Board comprises six ProLogis board members and five AMB board members Hamid Moghadam will be Chairman of the Board Walt Rakowich will be Chairman of the Executive Committee of the Board Irving "Bud" Lyons III will be Lead Independent Director Walt Rakowich Co-CE
Slide 7: Transaction Benefits
Transaction Benefits Improved credit profile from synergies Unsecured credit will be one of the most liquid in REIT space Cost of equity will reflect accelerating growth in FFO/share Shares and OP units will be attractive acquisition currencies Deep global presence with ~600 million square feet owne
Slide 8: Pre-eminent Global Real Estate Company
Pre-eminent Global Real Estate Company (MM sq. ft.) Asia Americas Europe ($Bn) Note: Data estimated as of 12/31/2010. (1) Represents owned / managed assets at 100% share. (2) AUM defined as gross book value of owned / managed properties. 438 160 598 Square Feet Owned / Managed(1) Total AUM(2) $31 $1
Slide 9: Peerless Global Logistics Platform
Peerless Global Logistics Platform Combined platform represents ~78% of global GDP(1) Note: Data estimated as of 12/31/2010. ProLogis data is pro forma for Blackstone and Catellus dispositions. (1) Source: International Monetary Fund. Americas ~423MM sq. ft. $28Bn Europe ~145MM sq. ft. $13Bn ~30MM s
Slide 10: Diverse Customer Base
Diverse Customer Base (% Combined ABR) Largest single customer represents only 2.6% of estimated combined ABR Top 10 represents ~10% of estimated combined ABR
Slide 11: Greater Combined Development Opportunity
Greater Combined Development Opportunity $750 million $1.5 billion Total Assets Under Development(1) 2011E Development(2) Note: Data estimated as of 12/31/2010. (1) Represents total expected investment of construction in progress. (2) Represents midpoint of companies' 2011 guidance. Annual Future Po
Slide 12: Market Leading Private Capital Business
$0.1Bn $8.8Bn $8.6Bn Market Leading Private Capital Business Note: Data represents gross book value of AUM in funds and co-investment ventures. Combined AUM 19 co-investment ventures $25.7 billion AUM $13.9Bn $10.0Bn $1.8Bn 9 co-investment ventures $8.2 billion AUM AMB AUM $1.3Bn $1.7Bn $5.2Bn 10 fu
Slide 13: Strong Combined Capitalization and Balance Sheet
($MM, Except per Share Data) ProLogis (1) AMB (1) Combined(2) Share Price (As of 1/28/2011) $15.21 $32.93 $32.93 Basic Common Shares and Units 573 172 428 Equity Market Capitalization $8,720 $5,657 $14,084 S&P 500 Rank 326 N/A 195 Total Balance Sheet Debt $6,556 $3,344 $9,900 Total Market Capitaliza
Slide 14: Well-Staggered Debt Maturity Schedule
Well-Staggered Debt Maturity Schedule (1) Data estimated as of December 31, 2010 Note: Excludes discounts; stated debt maturities may not reflect debt repayments as projected in companies forecasts. Pro Forma Debt Maturity Schedule as of December 31, 2010 ($MM) (1) Global Lines of Credit ($MM) Balan
Slide 15: G&A Synergies
($MM) Annual Gross G&A Savings Operating $65 M Corporate Infrastructure Costs $15 M Total Synergies ($) $80 M Per Combined Company Share ($) ~$0.19 per share G&A Synergies ~50% run rate expected by year end 2011 100% realized by year end 2012
Slide 16: Shared Vision for Success: Opportunity Set and Strategy
Shared Vision for Success Opportunity Set The undisputed leader in the industrial sector The best customer franchise in the real estate industry The only player in industrial real estate active on four continents The world's leading industrial property developer A global leader in real estate invest
Slide 17: Reporting Definitions
Reporting Definitions .. Core EBITDA, as Adjusted: The companies use core adjusted earnings before interest, tax, depreciation and amortization, impairment charges, gains or losses from the disposition of real estate investments, losses on early extinguishment of debt and derivatives contracts (incl
Slide 18: Definitions: Core EBITDA reconciliation
Definitions .. The following table reconciles Core EBITDA, as adjusted to estimated net earnings (loss) for the quarter ended December 31, 2010 (dollars in thousands):
Slide 19: Definitions: Fixed charge coverage
Definitions .. Fixed charge coverage: Fixed charge coverage is defined as Core EBITDA, as adjusted divided by fixed charges. Fixed charges consist of interest expense less finance costs and debt premiums, from continuing and discontinued operations, plus capitalized interest, preferred unit distribu