Item 8.01 OTHER EVENTS
On May 24, 2021, Rexford Industrial Realty, Inc. (the “Company”) entered into (a) forward sale agreements (the “forward sale agreements”) with each of J.P. Morgan Securities LLC and BofA Securities, Inc. (or affiliates thereof) (in such capacity, the “forward purchasers”), and (b) together with Rexford Industrial Realty, L.P. (the “Operating Partnership”), an underwriting agreement (the “underwriting agreement”) with J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters (the “underwriters”), the forward purchasers and the forward sellers referred to below, relating to the forward issuance and sale of 9,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a purchase price to the underwriters of $55.29 per share, which will result in approximately $497.4 million of aggregate net proceeds, after deducting estimated expenses payable by us and upon full physical settlement of the forward sale agreements. The shares of Common Stock were offered by the underwriters 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 prices related to such prevailing market prices or at negotiated prices.
On May 27, 2021, the forward purchasers or their affiliates borrowed and sold (in such capacity, the “forward sellers”) an aggregate of 9,000,000 shares of the Company’s common stock to the underwriters in connection with the closing of the offering. The Company intends (subject to its right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the forward sale agreements on one or more dates specified by the Company occurring no later than November 23, 2022, an aggregate of 9,000,000 shares of its common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the price the underwriters agreed to pay the forward purchasers (or their affiliates) for each share.
The Company did not receive any proceeds from the sale of 9,000,000 shares of Common Stock offered by the forward sellers to the underwriters. The Company intends to contribute the net proceeds from settlement of 9,000,000 shares of Common Stock under the forward sale agreements to the Operating Partnership in exchange for an equivalent number of newly issued common units of limited partnership interests in the Operating Partnership. The Operating Partnership will use the net proceeds to fund future acquisitions, fund development or redevelopment activities and for general corporate purposes.
The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-249932). Copies of the underwriting agreement and the forward sale agreements are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibits.
In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Venable LLP, regarding certain Maryland law issues regarding its common stock.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
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Exhibit
No. | | Description |
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| 1.1 | | Underwriting Agreement, dated May 24, 2021, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P. and J.P. Morgan Securities LLC and BofA Securities, Inc., as underwriters, J.P. Morgan Securities LLC and BofA Securities, Inc., in their capacity as forward sellers, and JPMorgan Chase Bank, National Association and Bank of America, N.A., in their capacity as forward purchasers. |
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| 1.2 | | Confirmation of Registered Forward Transaction, dated May 24, 2021, by and between Rexford Industrial Realty, Inc. and JPMorgan Chase Bank, National Association. |
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| 1.3 | | Confirmation of Registered Forward Transaction, dated May 24, 2021, by and between Rexford Industrial Realty, Inc. and Bank of America, N.A. |
