8-K: Current report filing
Published on July 19, 2019
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2019
REXFORD INDUSTRIAL REALTY, INC.
(Exact name of registrant as specified in its charter)
Maryland |
001-36008 |
46-2024407 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number) |
(IRS Employer Identification No.) |
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11620 Wilshire Boulevard, Suite 1000, Los Angeles, California |
90025 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (310) 966-1680
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbols |
Name of each exchange on which registered |
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Common Stock, $0.01 par value |
REXR |
New York Stock Exchange |
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5.875% Series A Cumulative Redeemable Preferred Stock |
REXR-PA |
New York Stock Exchange |
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5.875% Series B Cumulative Redeemable Preferred Stock |
REXR-PB |
New York Stock Exchange |
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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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On July 16, 2019, Rexford Industrial Realty, Inc. (the “Company”), as guarantor, and its operating partnership, Rexford Industrial Realty, L.P. (the “Operating Partnership”), as issuer, entered into a Note Purchase and Guarantee Agreement (the “Note Purchase Agreement”) with the purchasers named therein (the “Purchasers”). The Note Purchase Agreement provides for the private placement of $100.0 million of unsecured guaranteed senior notes, of which (i) $25.0 million are designated as 3.88% Series 2019A Guaranteed Senior Notes due July 16, 2029 (the "Series 2019A Notes") and (ii) $75.0 million are designated as 4.03% Series 2019B Guaranteed Senior Notes due July 16, 2034 (the "Series 2019 B Notes" and, together with the Series 2019A Notes, the "Notes"). On July 16, 2019, the Operating Partnership and the Purchasers completed the issuance of the Notes.
Interest on each series of the Notes will be payable semiannually on the sixteenth day of January and July in each year, beginning on January 16, 2020, until maturity.
The Operating Partnership will be permitted to prepay at any time all, or from time to time any part of, the Notes, in amounts not less than $2.5 million of the Notes then outstanding at (i) 100% of the principal amount so prepaid and (ii) the Make-Whole Amount (as defined herein and in the Note Purchase Agreement). The "Make-Whole Amount" is equal to the excess, if any, of the discounted value of the remaining scheduled payments with respect to the Notes being prepaid over the amount of such Notes. In addition, in connection with a Change of Control (as defined in the Note Purchase Agreement), the Operating Partnership is required to offer to prepay the Notes at 100% of the principal amount plus accrued and unpaid interest thereon.
The Note Purchase Agreement contains a series of financial and other covenants substantially similar to the Operating Partnership's existing unsecured guaranteed senior notes, including the following:
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Maintaining a ratio of total indebtedness to total asset value of not more than 60%; |
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Maintaining a ratio of total secured debt to total asset value of not more than 40%; |
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Maintaining a ratio of total secured recourse debt to total asset value of not more than 15%; |
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Maintaining a minimum tangible net worth of at least the sum of (i) $760,740,750, and (ii) an amount equal to at least 75% of the net equity proceeds received by the Company after September 30, 2016; |
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Maintaining a ratio of adjusted EBITDA to fixed charges of at least 1.50 to 1.0; |
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Maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%; and |
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Maintaining a ratio of unencumbered NOI to unsecured interest expense of at least 1.75 to 1.0. |
Subject to the terms of the Note Purchase Agreement and the Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount, as discussed above, or interest under the Notes, (ii) a default in the payment of certain other indebtedness of the Operating Partnership, the Company or their subsidiaries, (iii) a default in compliance with the covenants set forth in Note Purchase Agreement, and (iv) bankruptcy and other insolvency defaults, the principal and accrued and unpaid interest and the Make-Whole Amount on the outstanding Notes will become due and payable at the option of the holder of the Notes.
The Company and certain of its subsidiaries fully and unconditionally guarantee the Operating Partnership’s obligations under the Notes.
The Operating Partnership intends to use the net proceeds from the issuance of the Notes to fund the acquisition of industrial properties and for general corporate purposes. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Operating Partnership offered and sold the Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The foregoing summary of the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Note Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
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10.1 |
Note Purchase and Guarantee Agreement, dated as of July 16, 2019, by and among Rexford Industrial Realty L.P., Rexford Industrial Realty, Inc. and the purchasers named therein. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Rexford Industrial Realty, Inc. |
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July 19, 2019 |
/s/ Adeel Khan
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Adeel Khan
Chief Financial Officer
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EXHIBIT INDEX