8-K: Current report filing
Published on October 24, 2023
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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| Item 8.01 | Other Events. |
On October 23, 2023, Rexford Industrial Realty, Inc. (the “Company”) and Rexford Industrial Realty, L.P. (the “Operating Partnership”) entered into amendments to their existing equity distribution agreements with each of BofA Securities, Inc., Capital One Securities, Inc., CIBC World Markets Corp., Citizens JMP Securities, LLC (formerly known as JMP Securities LLC), Goldman Sachs & Co. LLC, Jefferies 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 and, in certain cases, their respective affiliates (the “First Amendments”). The purpose of the First Amendments was to contemplate the sales of the remaining shares of the Company’s common stock pursuant to the equity distribution agreements pursuant to the Company’s new Registration Statement on Form S-3 (Registration No. 333-275138) filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2023. Also on October 23, 2023, the Company and the Operating Partnership terminated their existing equity distribution agreement with BTIG, LLC and entered into a new equity distribution agreement with BTIG, LLC, Nomura Securities International, Inc., Nomura Global Financial Products, Inc. and its affiliate (the “BTIG Agreement”) to (1) provide that the Company may enter into forward sale agreements with Nomura Global Financial Products, Inc., acting as forward purchaser, and (2) contemplate the sales of the remaining shares of the Company’s common stock pursuant to the equity distribution agreements pursuant to the Company’s new Registration Statement on Form S-3 (Registration No. 333-275138) filed with the SEC on October 23, 2023. Except as described above, the terms of the BTIG Agreement as described in the Company’s Current Report on Form 8-K filed on February 17, 2023 remain unchanged.
Under the existing equity distribution agreements, an aggregate offering price of $156,751,295.54 of the Company’s common stock has been offered and sold through October 23, 2023. As a result of such prior sales, as of October 23, 2023, shares of the Company’s common stock having an aggregate offering price of up to $1,093,248,704.46 remain available for offer and sale under the equity distribution agreements.
The foregoing description of the First Amendments and BTIG Agreement are qualified in their entirety by reference to the forms of First Amendments for (i) Capital One Securities, Inc. and JMP Securities LLC and (ii) BofA Securities, Inc., CIBC World Markets Corp., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc., Wells Fargo Securities, LLC and their respective affiliates, filed as Exhibit 1.1 and Exhibit 1.2, respectively, and the BTIG Agreement filed as Exhibit 1.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 1.1 | Form of Amendment No. 1 to Equity Distribution Agreement, dated October 23, 2023. | |
| 1.2 | Form of Amendment No. 1 to Equity Distribution Agreement, dated October 23, 2023. | |
| 1.3 | Equity Distribution Agreement, dated October 23, 2023, by and among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., BTIG, LLC, Nomura Global Financial Products, Inc. and its affiliate. | |
| 5.1 | Opinion of Venable LLP regarding the legality of the shares offered. | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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 hereunto duly authorized.
| REXFORD INDUSTRIAL REALTY, INC. | ||||||
| Date: October 23, 2023 | By: | /s/ Howard Schwimmer |
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| Howard Schwimmer Co-Chief Executive Officer (Principal Executive Officer) |
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| Date: October 23, 2023 | By: | /s/ Michael S. Frankel |
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| Michael S. Frankel | ||||||
| Co-Chief Executive Officer (Principal Executive Officer) |
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