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REXFORD INDUSTRIAL REALTY, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

August 19, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On August 19, 2014, we completed an underwritten public offering of 17,250,000 shares of our common stock, $0.01 par value per share (the "Common Stock"), for net proceeds of approximately $222.5 million, after deducting the underwriting discount and estimated expenses payable by us, which includes the proceeds from the underwriters' exercise in full of its option to purchase an additional 2,250,000 shares of Common Stock.

In connection with the issuance and sale of shares of the Common Stock, we entered into an underwriting agreement, dated August 14, 2014, among us, our operating partnership, Rexford Industrial Realty, L.P. (the "Operating Partnership"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein (the "Underwriting Agreement"). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Operating Partnership have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the Underwriting Agreement, we have agreed not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for the Common Stock for 90 days after August 14, 2014 without first obtaining the written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The offering was made pursuant to a shelf registration statement declared effective by the Securities and Exchange Commission on August 12, 2014 (File No. 333-197850), a base prospectus, dated August 12, 2014, included as part of the registration statement, and a prospectus supplement, dated August 14, 2014, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act. We are filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of our counsel, Venable LLP, regarding certain Maryland law issues concerning the shares of Common Stock issued and sold in the offering.

On August 19, 2014, we contributed the net proceeds of the offering to our Operating Partnership in exchange for 17,250,000 common units of partnership interests in the Operating Partnership. The Operating Partnership will use the net proceeds to repay the borrowings outstanding under our unsecured revolving credit facility, fund potential acquisition opportunities and/or for general corporate purposes.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated August 14, 2014, among Rexford Industrial Realty, Inc., Rexford Industrial Realty, L.P., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein. 5.1 Opinion of Venable LLP. 23.1 Consent of Venable LLP (included in Exhibit 5.1).



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