Item 8.01 Other Events.
On
Sales of shares of common stock, if any, made through the Sales Agents, as the
Company's sales agents, or the Forward Sellers under the Agreements, may be made
in transactions that are deemed to be "at the market offerings" as defined in
Rule 415 under the Securities Act of 1933, as amended, including sales made
directly on the
The Company may sell the shares of common stock in amounts and at times to be determined by the Company from time to time but has no obligation to sell any shares of common stock in the Offering. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company's common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The Sales Agents and the Forward Sellers will make all sales on a best efforts basis using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the Sales Agents, the Forward Sellers, the Forward Purchasers, if applicable, and the Company. The offering of the shares by the Sales Agents and the Forward Sellers is subject to receipt and acceptance and subject to the Sales Agents' and the Forward Sellers's right to reject any order in whole or in part. The shares of common stock offered and sold through the Sales Agents, or the Forward Sellers, pursuant to the Agreement will be offered and sold through only one Sales Agent or the Forward Sellers on any given day.
The Agreements provide that a Sales Agent will be entitled to compensation, at a mutually agreed rate up to 2.0% of the gross proceeds from the sale of any of the shares of common stock sold under the Agreement to which such Sales Agent is a party. Under the terms of the Agreements, the Company may also sell shares of its common stock to each of the Sales Agents, as principal, at a price agreed upon at the time of sale. If the Company sells shares of its common stock to any Sales Agent as principal, the Company will enter into a separate terms agreement with the Sales Agent, setting forth the terms of such transaction, and the Company will describe the agreement in a separate prospectus supplement or pricing supplement. In connection with each forward sale agreement, the Company will pay the applicable Forward Seller in connection with such forward sale agreement, a commission, in the form of a reduction to the initial forward price under the related forward sale agreement, at a mutually agreed rate up to 2.0% of the gross sales price per share of the borrowed shares of its common stock sold through such Forward Seller during the applicable forward selling period for such shares (subject to certain possible adjustments to such gross sales price for daily accruals and any quarterly dividends having an "ex-dividend" date during such forward selling period).
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The Agreements contemplate that, in addition to the issuance and sale by the
Company of shares of its common stock to or through the Sales Agents, the
Company may enter into separate forward sale agreements, with each of
The Company currently expects to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such forward sale agreement, in which case the Company expects to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, the Company may also elect, in its sole discretion, to cash settle or net share settle all or any portion of its obligations under any forward sale agreement, in which case the Company may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and the Company may owe cash (in the case of cash settlement) or shares of its common stock (in the case of net share settlement) to the relevant Forward Purchaser.
The Company intends to contribute the net proceeds it receives from the issuance
and sale by the Company of any of its shares of common stock to or through the
Sales Agents and any net proceeds it receives pursuant to any forward sale
agreements with the relevant Forward Purchasers to the
Any shares of common stock that may be offered and sold, pursuant to the
Agreements will be offered and sold pursuant to an effective shelf registration
statement filed with the
The Agreements (which in the case of the Agreements with each of
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 1.1 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andBofA Securities, Inc. and its affiliate. 1.2 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andBTIG, LLC . 1.3 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andCapital One Securities, Inc. 1.4 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andCIBC World Markets Corp. and its affiliate. 1.5 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andCitigroup Global Markets Inc. and its affiliate. 1.6 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andGoldman Sachs & Co. LLC . 1.7 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andJefferies LLC . 1.8 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andJ.P. Morgan Securities LLC and its affiliate. 1.9 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andMizuho Securities USA LLC and its affiliate. 1.10 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andRegions Securities LLC . 1.11 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andScotia Capital (USA) Inc. and its affiliate. 1.12 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andStifel, Nicolaus & Company, Incorporated . 1.13 Equity Distribution Agreement, datedJanuary 13, 2022 , by and amongRexford Industrial Realty, Inc. ,Rexford Industrial Realty, L.P. , andTruist Securities, Inc. and its affiliate. 5.1 Opinion ofVenable LLP regarding the legality of the shares offered. 23.1 Consent ofVenable LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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