LOS ANGELES, Nov. 10, 2022 /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 within Southern California infill markets, today
announced that it has commenced an underwritten public offering of
11,500,000 shares of its common stock, which 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.
Goldman Sachs & Co. LLC, BofA Securities, J.P. Morgan and
Mizuho 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
Goldman Sachs & Co. LLC, BofA Securities, J.P. Morgan and
Mizuho (or their affiliates) (which the Company refers to as the
"forward purchasers"), with respect to 11,500,000 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 11,500,000 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 11,500,000 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 1,725,000 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 will not receive any proceeds from the sale of
shares of its common stock by the forward purchasers (or their
affiliates). The Company intends to contribute 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. 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 potential acquisition
opportunities, repay amounts outstanding from time to time under
its unsecured revolving credit facility or other debt financing
obligations, fund its development or redevelopment activities
and/or 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 Goldman
Sachs & Co. LLC, 200 West Street, New
York, NY 10282 Attention: Prospectus Department, by
telephone: (866) 471-2526 or by email at
prospectus-ny@ny.email.gs.com; 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; Mizuho Securities USA LLC, Attention: Equity Capital Markets,
1271 Avenue of the Americas, 3rd Floor, New York NY 10020, by email at
US-ECM@mizuhogroup.com or by telephone at (212) 205-7600; 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 346 properties with approximately
41.8 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 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, 2021, and
the Company's most recent Form 10-Q. 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:
Aric Chang
Senior Vice President, Investor Relations and Capital Markets
310.734.6952
achang@rexfordindustrial.com
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SOURCE Rexford Industrial Realty, Inc.