Rexford Industrial Realty, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Rexford Industrial Realty, Inc. (REXR) on September 19, 2019, regarding events occurring on September 19 and September 20, 2019. The filing details the classification of a new series of preferred stock and the completion of an underwritten public offering.
Key Financial Metrics and Capital Structure
- Offering Proceeds: The Company completed an offering of 3,450,000 shares of 5.625% Series C Cumulative Redeemable Preferred Stock, generating net proceeds of approximately $83.3 million after underwriting discounts and offering expenses.
- Dividend Rate: The Series C Preferred Stock carries a dividend rate of 5.625% per annum on a $25.00 liquidation preference, equating to $1.40625 per share annually.
- Liquidation Preference: Holders are entitled to a liquidation preference of $25.00 per share.
- Capital Structure: The Series C Preferred Stock ranks senior to Common Stock and on parity with the Company's existing Series A and Series B Preferred Stock.
Material Changes
The primary material change is the expansion of the Company's capital structure through the issuance of the Series C Preferred Stock. This includes:
- Filing of Articles Supplementary with the State of Maryland to designate 3,450,000 shares of Series C Preferred Stock.
- Execution of the Sixth Amended and Restated Agreement of Limited Partnership to create corresponding Series C Preferred Units in the Operating Partnership.
- Full exercise of the underwriters' option to purchase 450,000 additional shares to cover over-allotments.
Terms, Risks, and Contingencies
- Dividend Payments: Dividends are cumulative and payable quarterly in arrears, commencing on or about December 31, 2019.
- Redemption: The Series C Preferred Stock is generally not redeemable by the Company prior to September 20, 2024.
- Change of Control: Upon a "Change of Control," holders have the right to convert their shares into Common Stock. The conversion ratio is the lesser of the liquidation preference plus accrued dividends divided by the Common Share Price, or a "Share Cap" of 1.1390 shares of Common Stock per share of Preferred Stock.
- Listing: The Series C Preferred Stock is registered on the New York Stock Exchange under the symbol REXR-PC.
Investor Verification Checklist
- Verify the exact net proceeds of $83.3 million against the final closing statement.
- Confirm the first dividend payment date and amount (expected December 31, 2019).
- Review the full definition of "Change of Control" in the Articles Supplementary (Exhibit 3.1) to understand conversion triggers.
- Check the Company's liquidity position post-offering to ensure sufficient cash flow for the new quarterly dividend obligations.
- Examine the Sixth Amended and Restated Agreement of Limited Partnership (Exhibit 3.2) for any specific covenants related to the Operating Partnership units.