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
Item 9.01. Financial Statements and Exhibits
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).