LOS
ANGELES, May 10, 2023 /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 priced an underwritten public
offering of 13,500,000 shares of its common stock, which were
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, at a price to the public
of $55.60 per share, less
underwriting discounts and commissions. The closing of the offering
is expected to occur on May 15, 2023,
subject to the satisfaction of customary closing conditions.
Wells Fargo Securities, Goldman Sachs & Co. LLC, J.P.
Morgan, Scotiabank and Truist Securities are acting as the joint
lead book-running managers for the offering.
In connection with the offering of shares of common stock, the
Company entered into forward sale agreements with each of Wells
Fargo Securities, Goldman Sachs & Co. LLC, J.P. Morgan,
Scotiabank and Truist Securities (or their affiliates) (which the
Company refers to as the "forward purchasers"), with respect to
13,500,000 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 13,500,000 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 13,500,000 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 of the offering have been granted a 30-day
option to purchase up to 2,025,000 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 Wells
Fargo Securities, LLC, 500 West 33rd Street,
New York, New York 10001,
Attention: Equity Syndicate Department, telephone: (800) 326-5897,
email: cmclientsupport@wellsfargo.com; Goldman Sachs & Co. LLC,
200 West Street, New York, NY
10282, Attention: Prospectus Department, by telephone: (866)
471-2526 or by email at gs-reecm@ny.emai.gs.com,
eq-derivs-notifications@am.ibd.gs.com; J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717,
Telephone: (866) 803-9204; Scotia Capital (USA) Inc., 250 Vesey Street, 24th
Floor, New York, NY 10281,
Attention: Equity Capital Markets, at (212)
255-6854, us.ecm@scotiabank.com; Truist Securities, Inc.,
Attention: Prospectus Department, 3333 Peachtree Road NE,
9th Floor, Atlanta,
Georgia 30326, TruistSecurities.prospectus@Truist.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 365 properties with approximately
44.2 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 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 granted 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, 2022, 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:
Investorrelations@rexfordindustrial.com
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SOURCE Rexford Industrial Realty, Inc.