This preliminary prospectus supplement relates to an effective registration statement
under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-249932
Subject to Completion,
Dated May 24, 2021
Preliminary Prospectus Supplement
(To Prospectus dated
November 6, 2020)
9,000,000 Shares
Common Stock
We expect to enter into a forward
sale agreement with each of J.P. Morgan Securities LLC and BofA Securities, Inc. (or affiliates thereof), which we refer to in this capacity as the forward purchasers. In connection with the forward sale agreements, we expect that the forward
purchasers or their affiliates will borrow from third parties and sell to the underwriters an aggregate of 9,000,000 shares of our common stock, $0.01 par value per share, that will be delivered in this offering.
We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers or their affiliates. We expect to physically
settle the forward sale agreements (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or more forward settlement dates no later than 18 months from the date hereof. We may
also elect to cash settle or net share settle all or a portion of our obligations under a forward sale agreement (if we conclude that it is in our best interest to do so). If we elect to cash settle a forward sale agreement, we may not receive any
proceeds, and we may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward sale agreement, we will not receive any proceeds, and we may owe shares of our common stock to the relevant forward
purchaser in certain circumstances. See UnderwritingForward Sale Agreements.
If any forward purchaser or its affiliate does not deliver
and sell all of the shares of our common stock to be delivered and sold by it pursuant to the terms of the underwriting agreement, we will issue and sell directly to the underwriters the number of shares of our common stock not delivered and sold by
such forward purchaser or its affiliate, and under such circumstances the number of shares of our common stock underlying the relevant forward sale agreement will be decreased by the number of shares of our common stock that we issue and sell.
We are organized and conduct our operations to qualify as a real estate investment trust, or REIT, for federal income tax purposes. To assist us in complying
with certain federal income tax requirements applicable to REITs, our charter contains certain restrictions relating to the ownership and transfer of our capital stock, including an ownership limit of 9.8% of the outstanding shares of our common
stock.
Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol REXR, and the last reported sale price of our
common stock on the NYSE on May 21, 2021 was $54.87 per share.
Investing in our common stock
involves risks. See Risk Factors beginning on page S-6 of this prospectus supplement and the risks set forth under the caption Item 1A. Risk Factors included in our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission, which is incorporated by reference herein, for certain risks relevant to an investment in our common stock.
The underwriters have agreed to purchase the shares of our common stock at a price of
$ per share, which will result in approximately $ million
of aggregate net proceeds before expenses from this offering and upon full physical settlement of the forward sale agreements. The shares may be offered by the underwriters from time to time to purchasers directly or through agents, or through
brokers in brokerage transactions on the NYSE, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. See Underwriting for a description of the compensation payable to the underwriters.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
underwriters expect to deliver the shares to purchasers on or about May , 2021 through the book-entry facilities of The Depository Trust Company.
Joint Book-Running Managers
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J.P. Morgan
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BofA Securities
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The date of this prospectus supplement is , 2021