UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~ The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 1730, 2020

LIBERTY PROPERTY TRUST

LIBERTY PROPERTY LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Maryland Delaware	1-13130 1-13132	23-7768996 23-2766549
Maryland Pennsylvania	1-13130 1-13132	23-7768996 23-2766549
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 E. Swedesford Road Wayne, PA	19087	~~19087~~
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone, including area code: (610) 648-1700

(~~Registrant’s~~Former ~~Telephone~~name ~~Number~~or former address, ~~Including~~ ~~Area~~if ~~Code~~changed since last report)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each

exchange on which registered

Common Shares of Beneficial Interest, $0.001 par value

LPT

New York Stock Exchange

~~Indicate~~Check bythe ~~check~~appropriate ~~mark~~box ~~whether~~below if the ~~registrant~~Form 8-K filing is anintended ~~emerging growth~~to ~~company~~simultaneously assatisfy ~~defined~~the infiling ~~Rule~~obligation ~~405~~ of the ~~Securities~~registrant ~~Act~~under ofany ~~1933 (§230.405~~ of ~~this~~the ~~chapter)~~following orprovisions ~~Rule~~(see ~~12b-2~~General ofInstruction ~~the Securities Exchange Act of 1934 (§240~~A.~~12b-~~2. ~~of this chapter~~below).:

¨	Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425).
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Co-Registrant CIK	0000921113
Co-Registrant Amendment Flag	false
Co-Registrant Form Type	8-K
Co-Registrant Written Communications	~~true~~false
Co-Registrant Solicitating Materials	false
Co-Registrant PreCommencement Tender Offer	false
Co-Registrant PreCommencement Issuer Tender Offer	false
Co-Registrant Entity Emerging Growth Company	false
Co-Registrant AddressLine1	650 E. Swedesford Road
Co-Registrant City	Wayne
Co-Registrant State	PA
Co-Registrant ZipCode	19087
Co-Registrant CityAreaCode	610
Co-Registrant LocalPhoneNumber	648-1700

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously~~January ~~announced~~30, ~~on October 27~~2020, ~~2019,~~at ~~Liberty Property Trust,~~ a ~~Maryland~~Special ~~real~~Meeting ~~estate~~of ~~investment~~Shareholders ~~trust~~ (the “~~Company~~Special Meeting”), ~~Leaf~~of ~~Holdco~~Liberty Property Trust (the “Trust”), athe ~~Maryland~~shareholders ~~real~~of ~~estate~~the ~~investment~~Trust ~~trust~~voted ~~and~~on ~~wholly~~the ~~owned~~(i) ~~subsidiary~~approval of the Company ~~(“New~~Mergers ~~Liberty~~as ~~Holdco”)~~defined, and ~~Liberty Property~~on ~~Limited~~the ~~Partnership,~~terms aand ~~Pennsylvania~~conditions ~~limited partnership (the “Partnership”)~~set forth, ~~entered~~in ~~into~~that ancertain Agreement and Plan of Merger (the “Merger Agreement”) ~~with Prologis~~, ~~Inc.,~~dated aas ~~Maryland~~of ~~corporation~~October ~~(“Prologis”)~~27, ~~Lambda~~2019, by and ~~REIT~~among ~~Acquisition~~the ~~LLC~~Trust, aLeaf ~~Maryland~~Holdco ~~limited~~Property ~~liability~~Trust, ~~company~~Liberty ~~and~~Property ~~wholly~~Limited ~~owned~~Partnership, ~~subsidiary~~Prologis, ofInc., ~~Prologis~~Lambda ~~(“Prologis~~REIT ~~Merger~~Acquisition ~~Sub”)~~LLC, Prologis, L.P., aand ~~Delaware~~Lambda ~~limited~~OP ~~partnership~~Acquisition LLC (the “~~Prologis~~Merger OPProposal”),; ~~and~~(ii) ~~Lambda~~approval OPof ~~Acquisition~~the ~~LLC,~~non-binding aadvisory ~~Delaware~~proposal to ~~limited~~approve ~~liability~~certain compensation that may be paid or become payable to certain named executive officers of the Trust in connection ~~company~~with the Company Mergers and ~~wholly~~the ~~owned~~other ~~subsidiary~~transactions ofcontemplated ~~Prologis~~by OPthe Merger Agreement (the “~~Prologis~~Compensation OPProposal”); and ~~Merger~~(iii) ~~Sub”~~approval ~~and~~of ~~together~~one ~~with~~or ~~Prologis~~more adjournments of the Special Meeting to another date, ~~Prologis~~time ~~Merger~~or place, if necessary, to solicit ~~Sub~~additional proxies in favor of the proposal to approve the Company Mergers on the terms and ~~Prologis~~conditions ~~OP,~~set forth in the Merger Agreement (the “~~Prologis~~Adjournment ~~Parties~~Proposal”).

~~The~~There ~~Merger~~were ~~Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement~~157, ~~(i) a newly created indirect wholly owned subsidiary of New Liberty Holdco will merge with and into the Company (the “Company Merger”)~~835, ~~with the Company continuing as the~~239 ~~surviving~~common ~~entity~~shares ~~and~~of asbeneficial aninterest ~~indirect wholly owned subsidiary~~ of ~~New~~the ~~Liberty~~Trust ~~Holdco;~~outstanding ~~(ii) thereafter, New Liberty Holdco will merge with~~ and ~~into~~entitled ~~Prologis~~to ~~Merger~~vote ~~Sub~~on (the ~~“Topco~~record ~~Merger”~~date ~~and~~for ~~together with~~ the ~~Company~~Special ~~Merger~~Meeting, ~~the “Company Mergers”),~~ ~~with Prologis Merger Sub continuing as the surviving corporation~~ and ~~a wholly owned subsidiary of Prologis; (iii) immediately after the Topco Merger~~123,656,848 ~~Prologis~~common ~~Merger~~shares ~~Sub~~were ~~will~~represented ~~cause all of the outstanding equity interests~~ in ~~the~~person ~~Company~~or toby beproxy ~~contributed~~at ~~to Prologis OP in exchange for~~ the ~~issuance~~Special ~~by Prologis OP of partnership interests in Prologis OP to other subsidiaries of Prologis; and (iv) thereafter~~Meeting, ~~Prologis~~which OPnumber ~~Merger~~constituted ~~Sub will merge with and into the Partnership, with the Partnership continuing as the surviving entity and~~ a ~~wholly owned subsidiary of Prologis OP (the “Partnership Merger” and together with the Company Merger and the Topco Merger, the “Mergers”)~~quorum.

~~Prologis~~At ~~filed with~~ the ~~Securities~~Special ~~and~~Meeting, ~~Exchange Commission (~~the ~~“SEC”)~~Merger aProposal ~~registration statement on Form S-4, which~~ was ~~declared~~approved ~~effective~~ by the ~~SEC~~shareholders onof ~~December 20,~~the ~~2019,~~Trust. ~~that~~The ~~includes~~Compensation aProposal ~~document~~was ~~that~~also ~~serves~~approved asby athe ~~prospectus~~shareholders. Sufficient ofvotes ~~Prologis~~were ~~and~~received ato ~~proxy~~approve ~~statement of~~ the ~~Company~~Adjournment ~~(the~~Proposal, ~~“proxy statement/prospectus”)~~but insuch ~~connection~~an ~~with~~adjournment ~~the~~was ~~Mergers,~~not ~~which~~necessary ~~was~~in ~~mailed~~light toof the approval ~~shareholders~~ of the ~~Company~~Merger ~~on or about December 23, 2019~~Proposal.

~~Litigation~~The ~~Related~~final tovoting results from the ~~Mergers~~Special Meeting were as follows:

AsProposal ~~previously disclosed, several lawsuits were filed in federal court related to the Mergers: Shiva Stein v. Liberty Property Trust Inc. et al., Case No.~~ 1~~:19-cv-03428, an individual action filed in the United States District Court for the District of Maryland; John Thompson v~~. ~~Liberty~~Approval ~~Property Trust, et al., Case No. 1:19-cv-02230, a class action filed in the United States District Court for the District~~ of ~~Delaware; and Berlinger v. Liberty Property Trust et al., Case No. 1:19-cv-03562, an individual action filed in~~ the ~~United States District Court~~Company ~~for~~Mergers ~~the~~on ~~District of Maryland. The plaintiffs in these lawsuits generally allege that~~ the ~~Company~~terms and ~~Prologis~~conditions ~~violated~~set ~~federal securities~~forth ~~laws by omitting from the Form S-4, and/or misrepresenting~~ in the ~~Form~~Merger ~~S-4, material information, rendering the Form S-4 materially deficient~~Agreement.

Following the filing of the proxy statement/prospectus, three additional lawsuits were filed in federal court, in which the plaintiffs asserted claims generally similar to those asserted in the prior federal cases: McDonough v. Liberty Property Trust et al., Case No. 2:19-cv-21582, an individual action filed in the United States District Court for the District of New Jersey; Hagerty v. Liberty Property Trust et al., Case No. 1:19-cv-11679, an individual action filed in the United States District Court for the Southern District of New York; and Yonchuk v. Liberty Property Trust, et al., Case No. 1:20-cv-00033, an individual action filed in the United States District Court for the District of Maryland.

Votes For		Votes Against		Abstentions		Broker Non-Votes
123,007,266		215,985		433,597		0

InProposal ~~addition on December 16, 2019, a putative class action captioned Robert Garfield v~~2. ~~William~~Approval ~~P. Hankowsky et al., No. 2019-cv-9529-cv was filed in the Court~~ of ~~Common Pleas of Dauphin County, Pennsylvania. Defendants removed that action to~~ the United States District Court for the Middle District of Pennsylvania on January 6, 2020, and plaintiff subsequently voluntarily dismissed the action without prejudice. On January 7, 2020, the same plaintiff filed a second putative class action captioned Robert Garfield v. William P. Hankowsky, et al., No. 2020non-~~cv-123-cv,~~binding inadvisory ~~the~~proposal ~~Court~~to ofapprove ~~Common~~certain ~~Pleas~~compensation ofthat ~~Dauphin~~may ~~County,~~be ~~Pennsylvania.~~paid ~~Defendants~~or ~~again~~become ~~removed~~payable ~~that action~~ to ~~the~~certain ~~United~~named ~~States~~executive ~~District Court~~officers ~~for the Middle District~~ of ~~Pennsylvania, where it was captioned Robert Garfield v. William P. Hankowsky, et al., CA No. 1:20-CV-27 (~~the ~~“Garfield Action”). The complaint in the Garfield Action alleges that the Company’s board violated its fiduciary~~ ~~duties~~Trust ~~to the Company’s shareholders~~ in connection with the ~~proposed~~Company Mergers, and ~~that Prologis aided and abetted those breaches of fiduciary duty. As a result of~~ the ~~supplemental~~other ~~disclosures~~transactions ~~set~~contemplated ~~forth~~by ~~herein,~~ the ~~plaintiff~~Merger ~~in the Garfield Action has agreed to dismiss his action with prejudice as to himself and without prejudice as to the remainder of the purported class~~Agreement.

The defendants believe that the lawsuits described above are without merit, and that no further disclosure is required under applicable law. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein.

Votes For		Votes Against		Abstentions		Broker Non-Votes
98,581,681		24,578,271		496,896		0

~~The~~Proposal ~~supplemental~~3. ~~disclosures~~Approval ~~contained below~~of ~~should~~one beor ~~read~~more adjournments inof ~~conjunction with~~ the ~~proxy~~Special ~~statement/prospectus,~~Meeting ~~which~~to isanother ~~available~~date, ontime ~~the~~or ~~Internet~~place, ~~site~~if ~~maintained by the SEC at http://www.sec.gov~~necessary, ~~along~~to ~~with~~solicit ~~periodic~~additional ~~reports~~proxies ~~and other information the Company files with the SEC. To the extent that the information set forth herein differs from or updates information contained~~ in ~~the~~favor ~~proxy~~of ~~statement/prospectus~~ the ~~information~~ ~~set~~proposal ~~forth~~to ~~herein~~approve ~~shall supersede or supplement~~ the ~~information~~Company inMergers ~~the~~on ~~proxy statement/prospectus. All page references are to pages in~~ the ~~proxy~~terms ~~statement/prospectus,~~ and ~~terms~~conditions ~~used below, unless otherwise defined, have the meanings~~ set forth in the ~~proxy~~Merger ~~statement/prospectus~~Agreement.

SUPPLEMENTAL DISCLOSURES TO PROXY STATEMENT/PROSPECTUS

Votes For		Votes Against		Abstentions		Broker Non-Votes
108,985,364		14,191,648		479,836		0

The following disclosure replaces the first sentence of the third full paragraph on page 75 of the proxy statement/prospectus, under the caption “Liberty”:

Using discount rates ranging from 4.5% to 5.5%, reflecting estimates of Liberty's weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2019 (i) estimates of unlevered free cash flow for Liberty for October 1, 2019 through December 31, 2024 as reflected in the Liberty management forecasts, (ii) a range of illustrative terminal values for Liberty, which were calculated by applying exit terminal year EBITDA multiples ranging from 20.0x to 24.0x to a terminal year estimate of Adjusted EBITDA to be generated by Liberty of $650 million, as reflected in the Liberty management forecasts (which analysis implied perpetuity growth rates ranging from 0.3% to 1.9%), and (iii) an illustrative terminal value of non-stabilized assets in the terminal year of $556 million, based on the incremental stabilized net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.6% derived from information published by Green Street Advisors.

The following disclosure replaces the first full paragraph on page 76 of the proxy statement/prospectus, under the caption “Liberty,” which appears on page 75 of the proxy statement/prospectus:

Goldman Sachs derived ranges of illustrative enterprise values for Liberty by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Liberty an amount of $2,546 million, representing the amount of Liberty's net debt (defined as debt less cash) and preferred equity and non-controlling interests as of September 30, 2019, in each case, as provided by the management of Liberty, to derive a range of illustrative equity values for Liberty. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Liberty, ranging from 161.9 million to 162.1 million (which range resulted from differences in dilution at different implied per share values), as derived from information provided by the management of Liberty, to derive a range of illustrative present values per share ranging from $55.75 to $71.86.

The following disclosure replaces the second full paragraph on page 76 of the proxy statement/prospectus, under the caption “Prologis”:

Using discount rates ranging from 4.5% to 5.5%, reflecting estimates of Prologis’ weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2019 (i) estimates of unlevered free cash flow for Prologis for October 1, 2019 through December 31, 2024 as reflected in the Liberty management forecasts, (ii) a range of illustrative terminal values for Prologis, which were calculated by applying exit terminal year EBITDA multiples ranging from 23.0x to 27.0x to a terminal year estimate of the Adjusted EBITDA to be generated by Prologis of $3,457 million, as reflected in the Liberty management forecasts (which analysis implied perpetuity growth rates ranging from 1.0% to 2.4%), and (iii) an illustrative terminal value of non-stabilized assets in the terminal year of $2,649 million, based on the incremental stabilized net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.0% derived from information published by Green Street Advisors. Goldman Sachs derived such discount rates by application of CAPM, which requires certain company-specific inputs, including the company's target capital structure weightings, the cost of long-term debt, and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of exit terminal year EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience taking into account historical trading multiples of Prologis, Liberty and the Selected Public Companies. Goldman Sachs derived ranges of illustrative enterprise values of Prologis by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Prologis an amount of $13,368 million, representing the amount of Prologis' net debt (defined as debt less cash) and preferred equity and non-controlling interests as of September 30, 2019, in each case, as provided by the management of Liberty, to derive a range of illustrative equity values for Prologis. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Prologis of 656.1 million, as provided by the management of Liberty, to derive a range of illustrative present values per share ranging from $82.44 to $104.30.

The following disclosure is to be inserted as a new final sentence of the first full paragraph on page 78 of the proxy statement/prospectus, under the caption “Illustrative Implied Premia of Precedent REIT Transactions”:

The transactions reviewed and the results of this analysis are described in the table under the section entitled "—Opinions of Liberty's Financial Advisors—Opinion of Citi—Financial Analyses—Selected Precedent Transactions Analysis," which table is incorporated herein by reference.

The following disclosure is to be inserted as a new final sentence of the second full paragraph on page 79 of the proxy statement/prospectus, under the caption “Illustrative Implied Premia of Precedent REIT Transactions”:

As of October 27, 2019, none of Goldman Sachs' Investment Banking Division, funds in which Goldman Sachs' Investment Banking Division had a direct equity investment, Goldman Sachs' Merchant Banking Division, or funds managed by Goldman Sachs' Merchant Banking Division (which Division operates on the private side of the firm's informational wall) had a direct equity investment in Prologis.

The following disclosure replaces the third full paragraph on page 83 of the proxy statement/prospectus, under the caption “Discounted Cash Flow Analyses”:

Liberty. Citi performed a discounted cash flow analysis of Liberty by calculating the estimated present value of the unlevered, after-tax free cash flows that Liberty was expected to generate during the period from October 1, 2019 through December 31, 2024. For purposes of its analysis, the estimated terminal value of Liberty was calculated by applying a selected range of adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") multiples of 18.8x to 22.8x, selected based on Citi's professional judgment taking into account historical trading multiples of Liberty, to Liberty's estimated terminal year Adjusted EBITDA of $650 million and adding to such terminal value an illustrative terminal value of non-stabilized assets in the terminal year of $556 million, based on the incremental stabilized net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.6% derived from information published by Green Street Advisors. The forecasted unlevered, after-tax free cash flows for Liberty and the derived terminal values were then discounted to present values, as of September 30, 2019, using discount rates ranging from 5.72% to 6.52% based upon an analysis of Liberty's weighted average cost of capital, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment. Based on the above-described analysis, Citi derived a range of implied values per share for Liberty as of September 30, 2019 of $48.95 to $63.37, as compared to the implied transaction consideration of $61.33.

The following disclosure replaces the fourth full paragraph on page 83 of the proxy statement/prospectus, under the caption “Discounted Cash Flow Analyses”:

Prologis. Citi performed a discounted cash flow analysis of Prologis on a standalone basis by calculating the estimated present value of the unlevered, after-tax free cash flows that Prologis was expected to generate during the period from October 1, 2019 through December 31, 2024. For purposes of its analysis, the estimated terminal value of Prologis was calculated by applying a selected range of Adjusted EBITDA multiples of 22.1x to 26.1x, selected based on Citi's professional judgment taking into account historical trading multiples of Prologis, to Prologis' estimated unlevered, after-tax free cash flows for the terminal year Adjusted EBITDA of $3,457 million and adding to such terminal value an illustrative terminal value of non-stabilized assets in the terminal year of $2,649 million, based on the incremental stabilized net operating income, as derived from the Liberty management forecasts, and a risk adjusted nominal capitalization rate of approximately 5.0% derived from information published by Green Street Advisors. The forecasted unlevered, after-tax free cash flows for Prologis and the derived terminal values were then discounted to present values, as of September 30, 2019, using discount rates ranging from 6.44% to 7.38% based upon an analysis of Prologis' weighted average cost of capital, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi's professional judgment. Based on the above-described analysis, Citi derived a range of implied values per share for Prologis as of September 30, 2019 of $70.18 to $89.53.

The following disclosure replaces the third full paragraph on page 88 of the proxy statement/prospectus, under the caption “Miscellaneous”:

Liberty has agreed to pay Citi for its services in connection with the proposed transaction an aggregate fee of approximately $20 million, of which approximately $1 million were payable upon delivery of Citi's opinion and approximately $19 million are payable contingent upon consummation of the transaction. In addition, Liberty agreed to reimburse Citi for certain expenses, including reasonable fees and expenses of counsel, and to indemnify Citi and certain related parties against liabilities, including liabilities under federal securities laws, arising from Citi's engagement.

The following disclosure is to be inserted as a new final sentence of the first partial paragraph on page 89 of the proxy statement/prospectus, under the caption “Miscellaneous”:

According to the reports on Form 13F filed by Citigroup Inc., the parent entity of Citigroup Global Markets Inc., with the SEC for the quarter ended September 30, 2018 and the quarter ended September 30, 2019, Citigroup Inc. and its affiliates held the following positions in the securities of Prologis:

September 30, 2018		September 30, 2019
819,035 common shares		890,405 common shares

Additional Information

In connection with the proposed transaction, Prologis has filed with the Securities and Exchange Commission (“SEC”) an amended registration statement on Form S-4 (File No. 333-235260), declared effective by the SEC on December 20, 2019, which includes a document that serves as a prospectus of Prologis and a proxy statement of Liberty Property Trust (the “proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus was sent to Liberty Property Trust’s shareholders. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Prologis or Liberty Property Trust. The documents filed by Prologis with the SEC may be obtained free of charge at Prologis’ website at the Investor Relations section of www.ir.prologis.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail at Pier 1, Bay 1, San Francisco, CA 94111 or by telephone at 415-394-9000. The documents filed by Liberty Property Trust with the SEC may be obtained free of charge at Liberty Property Trust’s website at the Investor Relations section of http://ir.libertyproperty.com/sec-filings or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Liberty Property Trust by requesting them from Investor Relations by mail at 650 East Swedesford Road, Suite 400, Wayne, PA 19087, or by telephone at 610-648-1704.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Participants in the Solicitation

Liberty Property Trust and Prologis and their respective trustees, directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Liberty Property Trust’s trustees and executive officers is available in Liberty Property Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in its proxy statement dated April 26, 2019, for its 2019 Annual Meeting of Shareholders. Information about Prologis’ directors and executive officers is available in Prologis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and in its proxy statement dated March 22, 2019, for its 2019 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Liberty Property Trust or Prologis as indicated above.

Cautionary Statement Regarding Forward-Looking Statements

The statements in this communication that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Liberty Property Trust and Prologis operate as well as beliefs and assumptions of management of Liberty Property Trust and management of Prologis. Such statements involve uncertainties that could significantly impact financial results of Liberty Property Trust or Prologis. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates” including variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that Liberty Property Trust or Prologis expect or anticipate will occur in the future—including statements relating to the potential benefits of the proposed merger, the expected timing to complete the proposed merger, rent and occupancy growth, development activity, contribution and disposition activity, general conditions in the geographic areas where Liberty Property Trust and Prologis operate, debt, capital structure and financial position, Prologis’ ability to form newco-investment ventures and the availability of capital in existing or newco-investment ventures—are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties; (v) maintenance of REIT status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish newco-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks associated with achieving expected revenue synergies or cost savings; (xi) risks associated with the expected benefits of the proposed merger, the ability to consummate the merger and the timing of the closing of the merger and (xii) those additional risks and factors discussed in the reports filed with the SEC by Liberty Property Trust and Prologis from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Form 10-K and 10-Q. Neither Liberty Property Trust nor Prologis undertakes any duty to update any forward-looking statements appearing in this communication except as may be required by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
Exhibit No.	Description
104		Cover Page Interactive Data File (embedded within the iXBRL document)
99.1	Press Release, dated January 30, 2020
104	Cover Page Interactive Data File (embedded within the iXBRL document)

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~each ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	LIBERTY PROPERTY TRUST
Dated: January 17, 2020	By:	/s/ Shawn Neuman
		Name: Shawn Neuman
		Title: Secretary and General Counsel
	LIBERTY PROPERTY
	LIMITED PARTNERSHIP
	By:	Liberty Property Trust, its sole General Partner
Dated: January 17, 2020	By:	/s/ Shawn Neuman
		Name: Shawn Neuman
		Title: Secretary and General Counsel

	LIBERTY PROPERTY TRUST


	By:	/s/ Shawn Neuman
	Name:	Shawn Neuman
	Title:	Secretary and General Counsel


	LIBERTY PROPERTY
	LIMITED PARTNERSHIP

	By:	Liberty Property Trust, its sole
		General Partner


	By:	/s/ Shawn Neuman
	Name:	Shawn Neuman
	Title:	Secretary and General Counsel

Dated: January 30, 2020

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