8-K: Current report filing
Published on December 24, 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): December 23, 2019
(Exact name of registrant as specified in its charter)
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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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(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:
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) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Trading symbols |
Name of each exchange on which registered |
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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. ☐
ITEM 8.01 OTHER EVENTS
On December 23, 2019, Rexford Industrial Realty, Inc. (the “Company”), through its operating partnership, Rexford Industrial Realty, L.P., of which the Company is the sole general partner (the “Operating Partnership”), entered into an agreement with a group of sellers (the “Sellers”) that are not affiliated with the Company to acquire 11 industrial properties located in Southern California for an aggregate purchase price of $210 million, including assumed debt. Each Seller may elect to receive the consideration payable to such Seller in the form of (i) cash, (ii) common units of limited partnership interests in the Operating Partnership (the “Common Units”) or (iii) a newly created class of 4.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “CPOP Units”), or any combination of the foregoing. The value of the Common Units and CPOP Units was priced based upon a common stock price of $45.00. The acquisition agreement provides that the acquisition will close no later than April 21, 2020 (unless the parties agree otherwise), subject to the satisfaction of customary closing requirements and conditions. However, there can be no assurance that the acquisition will close within this time frame or at all.
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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December 23, 2019 |
/s/ Michael S. Frankel
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Michael S. Frankel
Co-Chief Executive Officer
(Principal Executive Officer)
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Rexford Industrial Realty, Inc. |
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December 23, 2019 |
/s/ Howard Schwimmer
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Howard Schwimmer
Co-Chief Executive Officer
(Principal Executive Officer)
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