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Liberty Property Trust shares soar on news of its acquisition by warehouse giant Prologis

Liberty appears to have heeded voices who pressed for the company to take action aimed at closing the gap between the company's market value and the assumed value of its real estate.

The Zulily fulfillment center in south Bethlehem is one of many industrial buildings in the Lehigh Valley developed and owned by Liberty Property Trust.
The Zulily fulfillment center in south Bethlehem is one of many industrial buildings in the Lehigh Valley developed and owned by Liberty Property Trust.Read moreTHE MORNING CALL

Shares of Liberty Property Trust soared Monday after the company announced it has agreed to be acquired by San Francisco-based warehouse giant Prologis Inc. in a $12.6 billion deal.

The Wayne-based real estate trust closed at $57.50 Monday on the New York Stock Exchange, up 13.7% from its Friday finish. Prologis shares closed down 5.5% at $85.89.

“The proposed sale of Liberty Property Trust to Prologis is a great example of maximizing value for all shareholders,” Jonathan Litt of Land & Buildings Investment Management, who previously urged Liberty’s sale, said in a statement.

The all-stock deal between Prologis and Liberty, which built both Comcast towers and initiated the reinvention of South Philadelphia’s Navy Yard before pivoting to an exclusive focus on industrial projects, was announced Sunday and is expected to close by March 31, 2020.

It would put 107 million square feet of Liberty’s existing nationwide warehouse and distribution inventory, along with 5.1 million square feet of industrial projects under development, under Prologis’ control, the companies said.

William P. Hankowsky, Liberty’s chairman and chief executive officer, said in a letter to employees Sunday that Prologis was “ready to begin discussing selective employment opportunities” for current staff, with final staffing decisions to be made in the coming months.

The company had 271 employees as of late February 2019, when it published its most recent annual report.

Prologis chairman and chief executive Hamid R. Moghadam said in a conference call Monday to brief analysts on the acquisition that Hankowsky, 68, would not be joining the company’s board of directors, a 12-member panel that includes past leaders of previous acquisition targets.

“We would have been delighted to have Bill Hankowsky on our board,” he said. “Our board is just getting too big.”

Prologis controls nearly 800 million square feet of warehouse and distribution space in 19 countries. About 87% of the industrial property being acquired by Prologis through its deal with Liberty is in areas where the company already has a significant footprint, the companies said.

Prologis chief investment officer Eugene Reilly said in the call with analysts that Liberty’s presence in eastern Pennsylvania’s Lehigh Valley, one of the nation’s busiest industrial property markets, was a particular draw.

“We’ve been trying to grow our presence in the Lehigh Valley for years," he said. “Liberty has led this market since its inception.”

Richard Gorodesky, a broker focusing on industrial deals with commercial real estate firm Colliers International, said that such concentration is a common and savvy move among industrial landlords.

“If you’re the dominant landlord, you can have a little bit more control" of rent prices, he said. “You want to control as much inventory as you can.”

About $2.8 million of “noncore” industrial property acquired from Liberty will be sold, as will Liberty’s remaining office buildings and development sites, which are valued at about $700 million.

Those sales are expected to conclude in about two years at the earliest and in five years at the latest, Moghadam said during the conference call.

Office-related assets to be sold include Liberty’s 20% stakes in both of Comcast Corp.'s Center City towers, several buildings in the Navy Yard, and land it has readied for development on Camden’s Delaware River waterfront.

Some of those sales already appear to be gathering steam.

Phoenix-based developer Ensemble Investments LLC said Monday that it had purchased two office buildings at the Navy Yard — One Crescent Drive and 201 Rouse Blvd. — and is under contract to buy two more — 150 Rouse Blvd. and 1200 Intrepid Ave.

One Crescent Drive is used by PNC Bank, and 201 Rouse Blvd. serves as headquarters to FS Investments. The two buildings, totaling 156,000 square feet, sold for $60.7 million, Liberty disclosed in an earnings statement Monday.

The sales of 150 Rouse Blvd. and 1200 Intrepid Ave., both of them multi-tenant office buildings, are expected to close within 30 days, Ensemble said.

Ensemble developed the Navy Yard’s Courtyard by Marriott hotel and has other hospitality projects in the works at the former military barracks. It also is teaming up with former Liberty executive John Gattuso on an office and lab complex at the former base for cancer-therapy firm Iovance Biotherapeutics Inc.

Center City-based commercial broker Jack Meyers of real estate firm Cushman & Wakefield said Liberty’s stake in the Comcast buildings could be attractive to some big investors, but he’d be “shocked if anybody other than Comcast" bought it.

A Comcast spokesperson had no immediate comment.

Liberty began life in 1972 as Rouse & Associates, established by founder Willard Rouse III as a developer of warehouses and suburban office parks, including the sprawling Great Valley center in Malvern.

By the late 1980s, Rouse had turned his attention to Center City, where he led the development of One Liberty Place, which became the city’s tallest building at the time. Construction of Liberty Place One broke a centuries-old “gentleman’s agreement” that no building in the city would be higher than Billy Penn’s hat on the statue atop City Hall.

In the early 2000s, after Rouse & Associates had evolved into its current, publicly traded incarnation as Liberty Property Trust, Rouse, who died in 2003, oversaw the start of what would become the Comcast Center. Liberty would later build the Comcast Technology Center nearby, which opened this year.

Liberty’s pivot to industrial projects came as its growing nationwide portfolio of warehouses and distribution centers benefited from increased demand as retailers compete to meet consumer demand for speedy deliveries of online orders.

Some shareholders, such as Land & Buildings’ Litt, said the shift didn’t go far enough, citing a persistent gap between Liberty’s share price and the assumed value of its real estate.

Those voices now appear to have been heeded.

“Liberty’s board has taken a number of shareholder-friendly actions, including by refreshing the board, exiting the office business, and now negotiating a strong transaction," Litt said in his statement.