Rexford Industrial Realty, Inc. (NYSE:REXR) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modifications to Rights of Security Holders.
On November9, 2017, Rexford Industrial Realty, Inc. (the “Company”) filed with the State Department of Assessments and Taxation of the State of Maryland Articles Supplementary (the “Articles Supplementary”) to the Company’s Articles of Amendment and Restatement, classifying and designating 3,000,000 shares of the Company’s authorized capital stock as shares of 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”). As set forth in the Articles Supplementary , the Series B Preferred Stock ranks senior to the Company’s common stock, par value $0.01 per share (“Common Stock”), on parity with the Company’s 5.875% seriesA cumulative redeemable preferred stock and with any future class or series of the Company’s capital stock expressly designated as ranking on parity with the SeriesB Preferred Stock, and junior to any other class of the Company’s stock expressly designated as ranking senior to the Series B Preferred Stock. Holders of Series B Preferred Stock, when and as authorized by the board of directors of the Company, are entitled to cumulative cash dividends at the rate of 5.875%per annum of the $25.00 per share liquidation preference per share, equivalent to $1.46875 per annum per share. Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning on or about March30, 2018. In addition to other preferential rights, the holders of Series B Preferred Stock are entitled to receive the liquidation preference, which is $25.00 per share, before the holders of Common Stock in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company’s affairs.
Generally, Series B Preferred Stock are not redeemable by the Company prior to November13, 2022. However, upon the occurrence of a “Change of Control” (as defined below), holders of Series B Preferred Stock will have the right (unless, prior to the Change of Control Conversion Date (as defined below), the Company has provided or provides notice of its election to redeem the Series B Preferred Stock) to convert some or all of the Series B Preferred Stock (the “Change of Control Conversion Right”) into a number of shares of Common Stock per Series B Preferred Stock to be converted equal to the lesser of:
| • | the quotient obtained by dividing (i)the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B preferred dividend payment and prior to the corresponding Series B preferred dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii)the Common Share Price (as defined below); and |
| • | 1.6578 (the “Share Cap”), subject to certain adjustments; |
subject, in each case, to provisions for the receipt of alternative consideration, as described in the Articles Supplementary.
If the Company has provided or provides a redemption notice, whether to the Company’s special optional redemption right in connection with a Change of Control or the Company’s optional redemption right, holders of Series B Preferred Stock will not have any right to convert their shares of Series B Preferred Stock in connection with the Change of Control Conversion Right and any shares of Series B Preferred Stock subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.
A “Change of Control” is when, after the original issuance of the Series B Preferred Stock, the following have occurred and are continuing:
| • | the acquisition by any person, including any syndicate or group deemed to be a “person” under Section13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Company entitling that person to exercise more than 50% of the total voting power of all shares of the Company entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and |
| • | following the closing of any transaction referred to in the bullet point above, neither the Company nor the acquiring or surviving entity (or if, in connection with such transaction shares of our common stock are converted into or exchanged for (in whole or in part) common equity securities of another entity, such other entity) has a class of common securities (or American Depositary Receipts representing such securities) listed on the New York Stock Exchange (the “NYSE”), the NYSE AMER or the NASDAQ Stock Market (“NASDAQ”) or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE AMER or NASDAQ. |
The “Change of Control Conversion Date” will be a business day occurring within 20to 35days following the date on which the Company provides the required notice of the occurrence of a Change of Control to the holders of Series B Preferred Stock.
The “Common Share Price” will be: (i)if the consideration to be received in the Change of Control by holders of shares of the Company’s Common Stock is solely cash, the amount of cash consideration per share of Common Stock, and (ii)if the consideration to be received in the Change of Control by holders of shares of the Company’s Common Stock is other than solely cash, the average of the closing price per share of Common Stock (or, if no closing sale price is reported, the average of the closing bid and ask prices, or if more than one in either case, the average of the average closing bid and the average closing ask prices) for the ten consecutive trading days immediately preceding, but not including, the effective date of the Change of Control.
A complete description of the Series B Preferred Stock is contained in the Articles Supplementary incorporated by reference as Exhibit3.1 to this Current Report on Form 8-K.
On November13, 2017, the Company, as General Partner of Rexford Industrial Realty, L.P., its operating partnership subsidiary (the “Operating Partnership”), executed the Fourth Amended and Restated Agreement of Limited Partnership (the “OP Agreement”), among other things, creating a series of preferred units (the “Series B Preferred Units”) that mirrors the rights and preferences of the Series B Preferred Stock described above. At the closing of the offering, the proceeds were contributed by the Company to the Operating Partnership in exchange for 3,000,000 Series B Preferred Units. This description of the material terms of the amendment to the Partnership Agreement is qualified in its entirety by reference to the amendment to the Partnership Agreement, which is filed as Exhibit 3.5 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 3.03.
Item 3.03AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Information about the Articles Supplementary under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 3.03OTHER EVENTS
On November13, 2017, the Company completed an underwritten public offering of 3,000,000 shares of its Series B Preferred Stock (the “Offering”), for net proceeds of approximately $72.4million after deducting the underwriting discount and other estimated offering expenses. The Offering was made to the Company’s effective registration statement on Form S-3 (File No. 333-210691), a base prospectus, dated April11, 2016, included as part of the registration statement, and a prospectus supplement, dated November6, 2017, filed with the Securities and Exchange Commission to Rule 424(b) under the Securities Act of 1933, as amended. Attached hereto as Exhibit 5.1 is the opinion of Venable LLP relating to the legality of the shares of Series B Preferred Stock issued in connection with the closing of the offering.
Item 3.03 FINANCIAL STATEMENTS AND EXHIBITS
Rexford Industrial Realty, Inc. ExhibitEX-3.2 2 d495062dex32.htm EX-3.2 EX-3.2 Exhibit 3.2 EXECUTION VERSION FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF REXFORD INDUSTRIAL REALTY,…To view the full exhibit click here
About Rexford Industrial Realty, Inc. (NYSE:REXR)
Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service real estate investment trust (REIT). The Company is focused on owning, operating and acquiring industrial properties in Southern California infill markets. The Company’s consolidated portfolio consisted of approximately 119 properties with over 12.0 million rentable square feet. The Company also owns interest in a joint venture (the JV) that indirectly owns one property with approximately 0.5 million square feet, which it also manages. The Company manages an additional 19 properties with approximately 1.2 million rentable square feet. The Company’s properties are concentrated in various industries, such as wholesale and retail, light manufacturing, industrial equipment and components, warehousing and storage, food and beverage, business services, construction, automotive, paper and printing, pharmaceuticals and healthcare.
