LOS
ANGELES, March 25, 2024 /PRNewswire/
-- Rexford Industrial Realty, Inc. (the "Company" or "Rexford
Industrial") (NYSE: REXR), today announced that it has commenced an
underwritten public offering of $840
million of its common stock, in connection with the forward
sale agreement described below in which the shares are expected to
be sold to an existing long-only investor based on the West Coast
at a price per share equal to the closing price of the Company's
common stock on the New York Stock Exchange on March 26, 2024. Because the investor's indication
of interest is not a binding agreement or commitment to purchase,
this investor could determine to purchase more, less or no shares
in this offering or the underwriter could determine to sell more,
less or no shares to this investor.
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 expects to enter into a forward sale agreement with BofA
Securities (or its affiliate) (which the Company refers to as the
"forward purchaser"), with respect to $840
million of 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 $840
million of 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 $840
million 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 redevelopment activities and for general
corporate purposes.
In a separate press release, the Company also announced today
that its operating partnership intends to offer, subject to market
and other conditions, $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 expects to grant 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 preliminary
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 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. Forward-looking
statements include statements regarding the anticipated terms of
the notes being offered, the completion, timing, pricing and size
of the proposed offerings, the expected purchaser of the common
stock and the intended use of the net proceeds from the offerings.
Among those risks and uncertainties are market conditions,
including market interest rates, the trading price and volatility
of Rexford Industrial's common stock and risks relating to Rexford
Industrial's business, including those described in periodic
reports that Rexford Industrial files from time to time with the
SEC. Rexford Industrial may not consummate the proposed offerings
described in this press release and, if consummated, cannot provide
any assurances regarding the final terms of the offerings or its
ability to effectively apply the net proceeds as described above.
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.