On February 17, 2023, Rexford Industrial Realty, Inc. (the “Company”) and Rexford Industrial Realty, L.P. (the “Operating Partnership”) entered into certain equity distribution agreements (the “Agreements”) with the Forward Purchasers (as defined below), and BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Goldman Sachs & Co. LLC, Jefferies LLC, JMP Securities LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as agents for the Company, as principal and (except for BTIG, LLC, Capital One Securities, Inc. and JMP Securities LLC) as Forward Sellers (as defined below) (in any such capacity, the “Sales Agents”), providing for the offer and sale of shares of the Company’s common stock, par value $0.01 per share (the “common stock”), having an aggregate offering price of up to $1.25 billion through the Sales Agents, as its sales agents or, if applicable, as Forward Sellers, or directly to the Sales Agents, as principals, from time to time in “at the market” offerings (the “Offering”). In connection with the Offering, the Company terminated the Company’s previous $1.0 billion “continuous equity offering” pursuant to those certain equity distribution agreements, dated May 27, 2022 (the “Prior Offering”). Under the Prior Offering, an aggregate gross sales price of $834.6 million of common stock had been offered and sold through February 17, 2023.
Sales of shares of common stock, if any, made through the Sales Agents under the Agreements may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker other than on an exchange. The Company or any of the Sales Agents or any of the Forward Purchasers may at any time suspend the offering or terminate the Agreements pursuant to the terms of the Agreements. The Offering will terminate upon the earlier of (1) the sale of an aggregate of $1.25 billion of shares of common stock pursuant to the Offering or (2) the termination of all of the Agreements. The Agreements may be terminated by the Sales Agents, the Forward Purchasers or the Company at any time upon prior written notice, and by the Sales Agents or the Forward Purchasers at any time in certain circumstances, including the Company’s failure to maintain a listing of its common stock on the NYSE or the occurrence of a material adverse change in the Company.
Shares of common stock may be sold in amounts and at times to be determined by the Company from time to time. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The Sales Agents will make all sales on a best efforts basis using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Sales Agents, the Forward Purchasers, if applicable, and the Company. The offering of the shares by the Sales Agents is subject to receipt and acceptance and subject to the Sales Agents’ right to reject any order in whole or in part. The shares of common stock offered and sold through the Sales Agents, pursuant to the Agreement will be offered and sold through only one Sales Agent on any given day.
The Agreements provide that a Sales Agent will be entitled to compensation, at a mutually agreed rate up to 2.0% of the gross proceeds from the sale of any of the shares of common stock sold under the Agreement to which such Sales Agent is a party. Under the terms of the Agreements, the Company may also sell shares of its common stock to each of the Sales Agents, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to any Sales Agent as principal, then the Company will enter into a separate terms agreement with the Sales Agent, setting forth the terms of such transaction, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each forward sale agreement, the Company will pay the applicable Sales Agent, as Forward Seller, in connection with such forward sale agreement, a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate up to 2.0% of the gross sales price per share of the borrowed shares of its common stock sold through such Forward Seller during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an “ex-dividend” date during such forward selling period).
