8-K: Current report filing
Published on March 21, 2022
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): March 17, 2022
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| |
||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
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) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|||||
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 | ||||||||||||
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 March 17, 2022, Rexford Industrial Realty, Inc. (the “Company”), through a wholly owned subsidiary of its operating partnership, Rexford Industrial Realty, L.P., of which the Company is the sole general partner (the “Operating Partnership”), acquired from a seller that is not affiliated with the Company one industrial property (the “Property”) located in Southern California for a contract price of approximately $24.0 million (exclusive of closing costs). In consideration for the Property, the Operating Partnership (i) paid approximately $12 million in cash and (ii) issued 164,998 3.00% cumulative redeemable convertible preferred units of partnership interest in the Operating Partnership (the “Series 3 CPOP Units”).
The Series 3 CPOP Units are convertible (i) at the option of the holder anytime from time to time, or (ii) at the option of the Operating Partnership, at any time on or after March 17, 2027, in each case, into common units of limited partnership interests in the Operating Partnership (“Common Units”) on a one-for-one basis, subject to adjustment to eliminate fractional units or to the extent that there are any accrued and unpaid distributions on the Series 3 CPOP Units. Holders of Common Units have the right to cause the Operating Partnership to redeem any or all of their Common Units for an amount of cash per unit equal to the then current market value of one share of the Company’s common stock, or, at the Company’s election, shares of the Company’s common stock on a one-for-one basis. On March 17, 2022, the closing price of the Company’s common stock on the New York Stock Exchange was $72.41.
The Series 3 CPOP Units rank senior to the Operating Partnership’s Common Units, on parity with the Operating Partnership’s 5.875% series B cumulative redeemable preferred units, the Operating Partnership’s 5.625% series C cumulative redeemable preferred units, the Operating Partnership’s 4.43937% cumulative redeemable convertible preferred units, the Operating Partnership’s 4.00% cumulative redeemable convertible preferred units and any future class or series of partnership interest of the Operating Partnership expressly designated as ranking on parity with the Series 3 CPOP Units, and junior to any other class or series of partnership interest of the Operating Partnership expressly designated as ranking senior to the Series 3 CPOP Units.
Holders of Series 3 CPOP Units, when and as authorized by the Company as general partner of the Operating Partnership, are entitled to cumulative cash distributions at the rate of 3.00% per annum of the $72.72825 liquidation preference per Series 3 CPOP Unit, payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on or about March 31, 2022. The holders of Series 3 CPOP Units are entitled to receive the liquidation preference, which is $72.72825 per Series 3 CPOP Unit and approximately $12.0 million in the aggregate for all of the Series 3 CPOP Units, before the holders of Common Units are entitled to receive distributions in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Operating Partnership.
In connection with the acquisition of the Property, the Company and the Operating Partnership have provided the recipients of the Series 3 CPOP Units and certain permitted transferees with customary indemnification in connection with certain taxable transfers of the Property.
On March 17, 2022, the Company executed the Eighth Amended and Restated Agreement of Limited Partnership (the “Eighth A&R Partnership Agreement”), which, among other things, amends the partnership agreement of the Operating Partnership to create the Series 3 CPOP Units described above. This description of the amendments effected by Eighth A&R Partnership Agreement is qualified in its entirety by reference to the Eighth A&R Partnership Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
| Exhibit Number |
Description | |||||||
| 10.1 | ||||||||
| 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. |
||||||||
| Dated: March 21, 2022 | By: | /s/ Michael S. Frankel | ||||||
| Michael S. Frankel Co-Chief Executive Officer |
||||||||
REXFORD INDUSTRIAL REALTY, INC. |
||||||||
| Dated: March 21, 2022 | By: | /s/ Howard Schwimmer | ||||||
| Howard Schwimmer Co-Chief Executive Officer |
||||||||