LOS ANGELES, March 25, 2024 /PRNewswire/ -- Rexford Industrial
Realty, Inc. (the "Company" or "Rexford Industrial") (NYSE: REXR)
today announced that its operating partnership, Rexford Industrial
Realty, L.P. (the "operating partnership"), intends to offer,
subject to market and other conditions, $500
million aggregate principal amount of exchangeable senior
notes due 2027 (the "2027 notes") and $500
million aggregate principal amount of exchangeable senior
notes due 2029 (the "2029 notes" and, together with the 2027 notes,
the "notes") in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). The notes will be fully and
unconditionally guaranteed, on a senior, unsecured basis, by
Rexford Industrial. The operating partnership also expects to grant
the initial purchasers of the notes a 30-day option to purchase up
to an additional $75 million
aggregate principal amount of 2027 notes and up to an additional
$75 million aggregate principal
amount of 2029 notes, in each case solely to cover
over-allotments.
The notes will be senior, unsecured obligations of the operating
partnership and will accrue interest payable semi-annually in
arrears. The 2027 notes will mature on March
15, 2027, and the 2029 notes will mature on March 15, 2029, in each case unless earlier
repurchased, exchanged or (in the case of the 2029 notes) redeemed.
Noteholders will have the right to exchange their notes in certain
circumstances and during specified periods. Exchanges will be
settled in cash and, if applicable, shares of Rexford Industrial's
common stock.
The 2027 notes will not be redeemable at the operating
partnership's option before their maturity. The 2029 notes will be
redeemable, in whole or in part (subject to certain limitations),
for cash at the operating partnership's option at any time, and
from time to time, on or after May 20,
2027 and on or before the 41st scheduled trading day
immediately before the maturity date of the 2029 notes, but only if
the last reported sale price per share of Rexford Industrial's
common stock exceeds 130% of the exchange price of the 2029 notes
for a specified period of time and certain other conditions are
satisfied. The redemption price will be equal to the principal
amount of the 2029 notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a "fundamental
change" under the notes occur, then, subject to a limited
exception, noteholders may require the operating partnership to
repurchase their notes for cash. The repurchase price will be equal
to the principal amount of the notes to be repurchased, plus
accrued and unpaid interest, if any, to, but excluding, the
applicable repurchase date.
The notes of each series will be entitled to the benefits of a
registration rights agreement pursuant to which Rexford Industrial
will agree to register the resale of the shares of Rexford
Industrial's common stock, if any, deliverable upon exchange of the
notes of such series under the Securities Act.
The interest rate, initial exchange rate and other terms of each
series of notes will be determined at the pricing of the
offering.
The operating partnership intends to use the net proceeds from
the offering to fund future acquisitions, to fund its development
or repositioning/redevelopment activities and for general corporate
purposes.
The offer and sale of the notes, the guarantees and any shares
of Rexford Industrial's common stock deliverable upon exchange of
the notes have not been registered under the Securities Act or any
other securities laws, and the notes and any such shares cannot be
offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any other applicable securities laws. Although
the operating partnership and Rexford Industrial intend to enter
into a registration rights agreement pursuant to which Rexford
Industrial will agree to file a resale registration statement under
the Securities Act covering the resale of shares of Rexford
Industrial's common stock, if any, deliverable upon exchange of the
notes, the registration rights agreement will contain significant
limitations, and a resale registration statement may not be
available at the time investors wish to resell the shares of
Rexford Industrial's common stock, if any, deliverable upon
exchange of their notes. This press release does not constitute an
offer to sell, or the solicitation of an offer to buy, the notes or
any shares of Rexford Industrial's common stock deliverable upon
exchange of the notes, nor will there be any sale of the notes or
any such shares of Rexford Industrial's common stock, in any state
or other jurisdiction in which such offer, sale or solicitation
would be unlawful.
About Rexford Industrial
Rexford Industrial creates value by investing in, operating and
redeveloping industrial properties throughout infill Southern California, the world's fourth
largest industrial market and consistently the highest-demand,
lowest supply market in the nation. The Company's highly
differentiated strategy enables internal and external growth
opportunities through its proprietary value creation and asset
management capabilities. Rexford Industrial's high-quality,
irreplaceable portfolio comprises 374 properties with approximately
46.1 million rentable square feet occupied by a stable and diverse
tenant base. Structured as a real estate investment trust (REIT)
listed on the New York Stock Exchange under the ticker "REXR,"
Rexford Industrial is an S&P MidCap 400 Index member.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the anticipated terms of the notes
being offered, the completion, timing and size of the proposed
offering and the intended use of the proceeds. Forward-looking
statements represent Rexford Industrial's current expectations
regarding future events and are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements.
Among those risks and uncertainties are market conditions,
including market interest rates, the trading price and volatility
of Rexford Industrial's common stock and risks relating to Rexford
Industrial's business, including those described in periodic
reports that Rexford Industrial files from time to time with the
U.S. Securities and Exchange Commission. Rexford Industrial may not
consummate the proposed offering described in this press release
and, if consummated, cannot provide any assurances regarding the
final terms of the offering or the notes or its ability to
effectively apply the net proceeds as described above. The
forward-looking statements included in this press release speak
only as of the date of this press release, and Rexford Industrial
does not undertake to update the statements included in this press
release for subsequent developments, except as may be required by
law.
Contact:
investorrelations@rexfordindustrial.com
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SOURCE Rexford Industrial Realty, Inc.
