LOS ANGELES, Sept. 22, 2021 /PRNewswire/ -- Rexford Industrial
Realty, Inc. (NYSE: REXR) ("Rexford" or the "Company"), a real estate
investment trust focused on creating value by investing in and
operating industrial properties in Southern California infill markets, today
announced that it has commenced an underwritten public offering of
9,600,000 shares of its common stock, of which 3,100,000 shares
will be offered directly by the Company, and 6,500,000 shares will
be offered, at the request of the Company, by the forward
purchasers (as defined below) or their affiliates in connection
with the forward sale agreements described below. 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.
BofA Securities and J.P. Morgan are acting as the joint lead
book-running managers for the offering.
In connection with the offering of shares of common stock, the
Company expects to enter into forward sale agreements with each of
BofA Securities and J.P. Morgan (or their affiliates) (which the
Company refers to as the "forward purchasers"), with respect to
6,500,000 shares of the Company's common stock. In connection with
the forward sale agreements, the forward purchasers (or their
affiliates) are expected to borrow from third parties and sell to
the underwriters an aggregate of 6,500,000 shares of the Company's
common stock. However, the forward purchasers (or their affiliates)
are not required to borrow such shares if, after using commercially
reasonable efforts, they are unable to borrow such shares, or if
borrowing costs exceed a specified threshold or if certain
specified conditions have not been satisfied. If any 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 underwriters the number of
shares of its common stock not delivered and sold by such forward
purchaser or its affiliate, and under such circumstances the number
of shares of the Company's common stock underlying the relevant
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 agreements, 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 agreements, up to an aggregate of 6,500,000 shares of
common stock to the forward purchasers in exchange for cash
proceeds per share equal to the applicable forward sale price,
which will initially be equal to the price the underwriters agreed
to pay the forward purchasers (or their affiliates) for each share,
and will be subject to certain adjustments as provided in the
forward sale agreements.
The underwriters are also expected to be granted a 30-day option
to purchase up to 1,440,000 additional shares of the Company's
common stock. If the option to purchase additional shares of the
Company's common stock is exercised, the Company will enter into
one or more additional forward sale agreements with each of the
forward purchasers in respect of the number of shares of the
Company's common stock that are subject to exercise of the option
to purchase additional shares.
The Company expects to receive proceeds from the sale of the
3,100,000 shares of its common stock that it will initially issue
and sell in the offering, but the Company will not initially
receive any proceeds from the sale of shares of its common stock by
the forward purchasers (or their affiliates). The Company intends
to contribute the net proceeds from the sale and settlement of
shares of its common stock in the offering and any cash proceeds
that it receives upon settlement of the forward sale agreements and
any additional forward sale agreements to its operating partnership
in exchange for common units. Its operating partnership intends to
use all of the net proceeds from the sale of the 3,100,000 shares
of common stock that it will initially issue and sell in the
offering, together with cash on hand, to fund the Company's
previously-announced acquisition of an industrial property
comprising approximately 83 acres located within Los Angeles County. The Company expects its
operating partnership will use any cash proceeds that it receives
upon settlement of the forward sale agreements and any additional
forward sale agreements to fund future acquisitions, fund
development or redevelopment activities and for general corporate
purposes.
The shares of common stock will be offered under the Company's
effective shelf registration statement 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, 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; J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717,
Telephone: (866) 803-9204; 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
Rexford is a real estate
investment trust focused on creating value by investing in and
operating industrial properties in Southern California infill markets. The
Company owns interests in 277 properties with approximately 34.9
million rentable square feet and manages an additional 20
properties with approximately 1.0 million rentable square feet.
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 offering
described above has priced may imply that the offering will close,
but the closing is subject to conditions customary in transactions
of this type and the closing may be delayed or may not occur at
all. In addition, the fact that the Company expects to grant the
underwriters an option to purchase additional shares of common
stock may imply that this option will be exercised. However,
the underwriters are not under any obligation to exercise any such
option, or any portion of it, and they may not do so. 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 U.S. Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K for the year
ended December 31, 2020. 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:
Investor Relations:
Stephen Swett
424-256-2153 ext. 401
investorrelations@rexfordindustrial.com
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SOURCE Rexford Industrial Realty, Inc.