LOS ANGELES, March 26, 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"),
priced its offering of $500 million
aggregate principal amount of 4.375% exchangeable senior notes due
2027 (the "2027 notes") and $500
million aggregate principal amount of 4.125% 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 issuance and sale of the notes are
scheduled to settle on March 28,
2024, subject to customary closing conditions. The operating
partnership also granted 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 at a rate of 4.375% per annum
(in the case of the 2027 notes) and 4.125% per annum (in the case
of the 2029 notes), payable semi-annually in arrears on
March 15 and September 15 of each year, beginning on
September 15, 2024. 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. Before December 15, 2026 (in the case of the 2027 notes)
or December 15, 2028 (in the case of
the 2029 notes), noteholders will have the right to exchange their
notes only upon the occurrence of certain events. From and after
December 15, 2026 (in the case of the
2027 notes) or December 15, 2028 (in
the case of the 2029 notes), noteholders may exchange their notes
at any time at their election until the close of business on the
second scheduled trading day immediately before the maturity date
of the applicable series of notes. Exchanges will be settled in
cash and, if applicable, shares of Rexford Industrial's common
stock. The initial exchange rate is 15.7146 shares of Rexford
Industrial's common stock per $1,000
principal amount of 2027 notes, which represents an initial
exchange price of approximately $63.64 per share of Rexford Industrial's common
stock, in the case of the 2027 notes, and 15.7146 shares of Rexford
Industrial's common stock per $1,000
principal amount of 2029 notes, which represents an initial
exchange price of approximately $63.64 per share of Rexford Industrial's common
stock, in the case of the 2029 notes. The initial exchange price
represents a premium of approximately 30.0% (in the case of the
2027 notes) and 30.0% (in the case of the 2029 notes) over the last
reported sale price of $48.95 per
share of Rexford Industrial's common stock on March 26, 2024. The exchange rate and exchange
price of each series of notes will be subject to adjustment upon
the occurrence of certain events.
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 a "fundamental change" (as defined in the indentures that
will govern the notes) occurs, 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 operating partnership estimates that the net proceeds from
the offering of the notes will be approximately $978.8 million (or approximately $1,126.2 million if the initial purchasers fully
exercise their over-allotment options), after deducting the initial
purchasers' discounts and commissions and estimated offering
expenses. 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 completion of the offering and
the expected amount and intended use of the net 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, the satisfaction of the closing conditions related to
the offering 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
offering described in this press release and, if consummated,
cannot provide any assurances regarding the 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.
