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Rexford Industrial Announces Pricing of Public Offering of 13,500,000 Shares of Common Stock
In connection with the offering of shares of common stock, the Company entered into forward sale agreements with each of
Pursuant to the terms of the forward sale agreements, and subject to its right to elect cash or net share settlement, the Company intends to issue and sell, upon physical settlement of the forward sale agreements, up to an aggregate of 13,500,000 shares of common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will initially be equal to the price the underwriters agreed to pay the forward purchasers (or their affiliates) for each share, and will be subject to certain adjustments as provided in the forward sale agreements.
The underwriters of the offering have been granted a 30-day option to purchase up to 2,025,000 additional shares of the Company's common stock. If the option to purchase additional shares of the Company's common stock is exercised, the Company will enter into one or more additional forward sale agreements with each of the forward purchasers in respect of the number of shares of the Company's common stock that are subject to exercise of the option to purchase additional shares.
The Company will not receive any proceeds from the sale of shares of its common stock by the forward purchasers (or their affiliates). The Company intends to contribute any cash proceeds that it receives upon settlement of the forward sale agreements and any additional forward sale agreements to its operating partnership in exchange for common units. The Company expects its operating partnership will use any cash proceeds that it receives upon settlement of the forward sale agreements and any additional forward sale agreements to fund potential acquisition opportunities, repay amounts outstanding from time to time under its unsecured revolving credit facility or other debt financing obligations, fund its development or redevelopment activities and/or for general corporate purposes.
The shares of common stock will be offered under the Company's effective shelf registration statement filed with the
This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release may contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For example, the fact that the offering described above has priced may imply that the offering will close, but the closing is subject to conditions customary in transactions of this type and the closing may be delayed or may not occur at all. In addition, the fact that the Company granted the underwriters an option to purchase additional shares of common stock may imply that this option will be exercised. However, the underwriters are not under any obligation to exercise any such option, or any portion of it, and they may not do so. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the
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