LOS ANGELES, March 26, 2024 /PRNewswire/ -- Rexford Industrial
Realty, Inc. (the "Company" or "Rexford Industrial") (NYSE: REXR),
today announced that it has priced an underwritten public offering
of 17,179,318 shares of its common stock, in connection with the
forward sale agreement described below in which the shares were
sold to an existing long-only investor based on the West Coast at a
price per share of $48.95. The
closing of the offering is expected to occur on March 28, 2024, subject to the satisfaction of
customary closing conditions.
BofA Securities is acting as the sole book-running manager for
the offering.
In connection with the offering of shares of common stock, the
Company entered into a forward sale agreement with BofA Securities
(or its affiliate) (which the Company refers to as the "forward
purchaser"), with respect to 17,179,318 shares of the Company's
common stock. In connection with the forward sale agreement, the
forward purchaser (or its affiliate) is expected to borrow from
third parties and sell to the underwriter an aggregate of
17,179,318 shares of the Company's common stock. However, the
forward purchaser (or its affiliate) is not required to borrow such
shares if, after using commercially reasonable efforts, it is
unable to borrow such shares, or if borrowing costs exceed a
specified threshold or if certain specified conditions have not
been satisfied. If the forward purchaser or its affiliate does not
deliver and sell all of the shares of the Company's common stock to
be delivered and sold by it pursuant to the terms of the
underwriting agreement, the Company will issue and sell directly to
the underwriter the number of shares of its common stock not
delivered and sold by the forward purchaser or its affiliate, and
under such circumstances the number of shares of the Company's
common stock underlying the forward sale agreement will be
decreased by the number of shares of its common stock that the
Company issues and sells.
Pursuant to the terms of the forward sale agreement, and subject
to its right to elect cash or net share settlement, the Company
intends to issue and sell, upon physical settlement of the forward
sale agreement, up to an aggregate of 17,179,318 shares of common
stock to the forward purchaser in exchange for cash proceeds per
share equal to the applicable forward sale price, which will
initially be equal to the price the underwriter agreed to pay the
forward purchaser (or its affiliate) for each share, and will be
subject to certain adjustments as provided in the forward sale
agreement.
The Company will not receive any proceeds from the sale of
shares of its common stock by the forward purchaser (or its
affiliate). The Company intends to contribute any cash proceeds
that it receives upon settlement of the forward sale agreement to
its operating partnership in exchange for common units. The
Company expects its operating partnership will use any cash
proceeds that it receives upon settlement of the forward sale
agreement, together with the net proceeds from the offering of
Exchangeable Notes, described below, if it is consummated, to fund
future acquisitions, fund development or
repositioning/redevelopment activities and for general corporate
purposes.
In a separate press release, the Company also announced today
that its operating partnership priced its offering of $500 million aggregate principal amount of
exchangeable senior notes due 2027 (the "2027 notes") and
$500 million aggregate principal
amount of exchangeable senior notes due 2029 (the "2029 notes" and,
together with the 2027 notes, the "Exchangeable Notes") in a
private offering to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended. The Exchangeable
Notes will be fully and unconditionally guaranteed, on a senior,
unsecured basis, by the Company. The operating partnership also
granted the initial purchasers of the Exchangeable Notes a 30-day
option to purchase up to an additional $75
million aggregate principal amount of 2027 notes and up to
an additional $75 million aggregate
principal amount of 2029 notes, in each case solely to cover
over-allotments. The completion of the offering of the common stock
is not contingent on the completion of the offering of the
Exchangeable Notes, and the completion of the offering of the
Exchangeable Notes is not contingent on the completion of the
offering of the common stock.
This offering is being made pursuant to an effective shelf
registration statement (containing a prospectus) filed with the
Securities and Exchange Commission ("SEC"). A final prospectus
supplement and accompanying prospectus relating to the offering
will be filed with the SEC and will be available on the SEC's
website. When available, a copy of the final prospectus supplement
and accompanying prospectus relating to the offering may be
obtained from BofA Securities, Inc., NC1-004-03-43, Attention:
Prospectus Department, at 200 North College Street, 3rd floor,
Charlotte, NC 28255-0001, or
email: dg.prospectus_requests@bofa.com; or by visiting the EDGAR
database on the SEC's website at www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor will there be any sale of these
securities in any state or other jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About Rexford Industrial
Rexford Industrial creates value by investing in, operating and
redeveloping industrial properties throughout infill Southern California, the world's fourth
largest industrial market and consistently the highest-demand,
lowest supply market in the nation. The Company's highly
differentiated strategy enables internal and external growth
opportunities through its proprietary value creation and asset
management capabilities. Rexford Industrial's high-quality,
irreplaceable portfolio comprises 374 properties with approximately
46.1 million rentable square feet occupied by a stable and diverse
tenant base. Structured as a real estate investment trust (REIT)
listed on the New York Stock Exchange under the ticker "REXR,"
Rexford Industrial is an S&P MidCap 400 Index member.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of the federal securities laws, which are based on
current expectations, forecasts and assumptions that involve risks
and uncertainties that could cause actual outcomes and results to
differ materially. Forward-looking statements relate to
expectations, beliefs, projections, future plans and strategies,
anticipated events or trends and similar expressions concerning
matters that are not historical facts. In some cases, you can
identify forward-looking statements by the use of forward-looking
terminology such as "may," "will," "should," "expects," "intends,"
"plans," "anticipates," "believes," "estimates," "predicts," or
"potential" or the negative of these words and phrases or similar
words or phrases which are predictions of or indicate future events
or trends and which do not relate solely to historical matters.
While forward-looking statements reflect the Company's good faith
beliefs, assumptions and expectations, they are not guarantees of
future performance. For example, the fact that the
offerings described above have priced may imply that the
offerings will close, but the closings are subject to
customary conditions and the closings may be delayed or
may not occur at all. For a further discussion of these and
other factors that could cause the Company's future results to
differ materially from any forward-looking statements, see the
reports and other filings by the Company with the SEC, including
the Company's Annual Report on Form 10-K for the year ended
December 31, 2023. The Company
disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes.
Contact:
investorrelations@rexfordindustrial.com
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SOURCE Rexford Industrial Realty, Inc.