8-K: Current report filing
Published on December 4, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15 (d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
This Current Report on Form 8-K is filed by Rexford Industrial Realty, Inc., a Maryland corporation (referred to herein as the “Company,” “we,” “our” and “us”), in connection with the matters described herein.
| Item 8.01 | Other Events |
Underwriting Agreement
On December 4, 2020, we completed an underwritten public offering of 6,000,000 shares of our common stock, $0.01 par value per share (the “Common Stock”) at a purchase price to the underwriters of $47.15 per share, for net proceeds of approximately $282.7 million, after deducting estimated expenses payable by us. 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. We have also granted the underwriters an option to purchase an additional 900,000 shares of Common Stock at the purchase price described above, which is exercisable for 30 days from the date of the Underwriting Agreement (as defined below).
In connection with the issuance and sale of shares of the Common Stock, we entered into an underwriting agreement, dated December 1, 2020, among us, our operating partnership, Rexford Industrial Realty, L.P. (the “Operating Partnership”), and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the underwriters (the “Underwriting Agreement”). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement, we have agreed not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock for 30 days after December 1, 2020 without first obtaining the written consent of J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, subject to certain exceptions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The offering was made pursuant to an effective shelf registration statement (File No. 333-249932), a base prospectus, dated November 6, 2020, included as part of the registration statement, and a prospectus supplement, dated December 1, 2020, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning the shares of Common Stock issued and sold in the offering.
On December 1, 2020, we contributed the net proceeds of the offering to our Operating Partnership in exchange for 6,000,000 common units of partnership interests in the Operating Partnership. The Operating Partnership will use the net proceeds to fund future acquisitions, fund our development or redevelopment activities and for general corporate purposes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description |
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| 1.1 | Underwriting Agreement, dated December 1, 2020, among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Rexford Industrial Realty, Inc. | ||||||
| Date: December 4, 2020 | By: | /s/ Laura Clark |
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| Laura Clark | ||||||
| Chief Financial Officer | ||||||