On May 10, 2023, Rexford Industrial Realty, Inc. (the “Company”) entered into (a) forward sale agreements (the “forward sale agreements”) with each of Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and Truist 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 Wells Fargo Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and Truist Securities, Inc., as underwriters (the “underwriters”), the forward purchasers and the forward sellers referred to below, relating to the forward issuance and sale of up to 15,525,000 shares (including 2,025,000 shares that the underwriters have the option to purchase) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at a public offering price of $55.60 per share.
On May 15, 2023, the forward purchasers or their affiliates borrowed and sold (in such capacity, the “forward sellers”) an aggregate of 13,500,000 shares of 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 October 11, 2024, 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 is 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 13,500,000 shares of Common Stock offered by the forward sellers to the underwriters. The Company intends to contribute the net proceeds from the settlement of the 13,500,000 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 Company expects the Operating Partnership will use such proceeds to fund future acquisitions, repay amounts outstanding from time to time under its unsecured revolving credit facility or other debt financing obligations, 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.
