Rexford Industrial Announces Public Offering of 11,500,000 Common Shares

LOS ANGELES, November 10, 2022 /PRNewswire/ — Rexford Industrial Realty, Inc. (NYSE: REXR) (“Rexford” or the “Company”), a real estate investment trust focused on creating value by investing in and operating industrial properties within of Southern California intermediate markets, announced today that it has launched a subscribed public offering of 11,500,000 common shares, which will be offered, at the request of the Company, by the forward purchasers (as defined below) or their affiliated companies under the forward offer sales contracts described below.

Goldman Sachs & Co. LLC, BofA Securities, JP Morgan and Mizuho are acting as lead bookrunners for the offering.

In connection with the common stock offering, the Company expects to enter into forward sale agreements with Goldman Sachs & Co. LLC, BofA Securities, JP Morgan and Mizuho (or their affiliates) (which the Company refers to as the “forward purchasers”), relating to 11,500,000 ordinary shares of the Company. Pursuant to the Forward Sales Agreements, the Forward Purchasers (or their affiliates) are expected to borrow from third parties and sell to the Underwriters an aggregate of 11,500,000 common shares of the Company. However, forward purchasers (or their affiliates) are not obligated to borrow such shares if, after using commercially reasonable efforts, they are unable to borrow such shares, or if the costs of borrowing exceed a specified threshold or if certain specified conditions have not been met. If a forward buyer or its affiliate fails to deliver and sell all of the common shares of the Company to be delivered and sold pursuant to the terms of the underwriting agreement, the Company will issue and sell directly to the underwriters the number of shares ordinary shares of the Company not delivered and sold by such forward purchaser or its affiliate, and in such circumstances, the number of ordinary shares of the Company underlying the relevant forward sale agreement will be reduced by the number of shares ordinary that the Company issues and sells.

Pursuant to the terms of the forward sale contracts, and subject to its right to elect cash or net settlement in shares, the Company intends to issue and sell, upon physical settlement of the forward sale contracts , up to an aggregate of 11,500,000 common shares 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 have agreed to pay to the purchasers futures (or their affiliates) for each share, and will be subject to certain conditional adjustments set forth in the forward sales contracts.

Underwriters are also expected to be granted a 30-day option to purchase up to an additional 1,725,000 shares of the common stock of the Company. If the option to purchase additional common shares of the Company is exercised, the Company will enter into one or more additional forward sale agreements with each of the forward purchasers for the number of common shares of the Company subject to the exercise of the option to purchase additional shares.

The Company will not receive any proceeds from the sale of Common Shares by Forward Purchasers (or their affiliates). The Company intends to pay any cash proceeds it receives upon settlement of the Forward Sales Agreements and any additional Forward Sales Agreements to its operating company in exchange for Common Units. The Company anticipates that its operating partnership will use any cash proceeds it receives upon settlement of the Forward Sales Agreements and any additional Forward Sales Agreements to fund potential acquisition opportunities, repay outstanding amounts of from time to time under its unsecured revolving credit facility or other bond debt financings, to fund its development or redevelopment activities and/or for general corporate purposes.

The common stock will be offered pursuant to the Company’s effective registration statement filed with the Securities and Exchange Commission (“SEC”). A definitive prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website. When available, a copy of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained from Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282 Attention: Prospectus Department, by phone: (866) 471-2526 or by email at [email protected]; BofA Securities, NC1-004-03-43, Attention: Prospectus Department, at 200 North College Street, 3rd floor, Charlotte, North Carolina 28255-0001, or email: [email protected]; JP Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, Phone: (866) 803-9204; Mizuho Titles UNITED STATES LLC, Attn: Equity Capital Markets, 1271 Avenue of the Americas, 3rd Floor, New York NY 10020, by email to [email protected] or by phone at (212) 205-7600; or by visiting the EDGAR database on the SEC website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. prior to registration or qualification. under the securities laws of such state or territory.

About Rexford Industrial

Rexford Industrial creates value by investing, operating and redeveloping industrial properties throughout the infill Southern California, the fourth largest industrial market in the world and still the market with the highest demand and lowest supply in the country. 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 and irreplaceable portfolio includes 346 properties with approximately 41.8 million habitable 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 symbol “REXR”, Rexford Industrial is a member of the S&P MidCap 400 Index.

Forward-looking statements

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 results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions regarding matters that are not historical facts. In some cases, you can identify forward-looking statements by using forward-looking words such as “may”, “will”, “should”, “expect”, “intend”, “anticipate”, “anticipate ‘, ‘believes’, ‘estimates’, ‘predicts’ or ‘potential’ or the negative form of such words and phrases or similar words or phrases which are predictions or indicate future events or trends and which do not relate solely to historical matters. Although forward-looking statements reflect the company’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For further discussion of these and other factors that may that the Company’s future results will differ materially from any forward-looking statements, see the reports and other documents filed by the Company with the United States Securities and Exchange Commission, including the annual report of the Corporation on Form 10-K for the year ended December 31, 2021, and the company’s most recent Form 10-Q. The Company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.

Contact:

Aric Chang
Senior Vice President, Investor Relations and Capital Markets
310.734.6952
[email protected]

SOURCERexford Industrial Realty, Inc.