Rexford Industrial Realty Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$REXR
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under “Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant” is incorporated herein by reference into this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On May 30, 2025, Rexford Industrial Realty, Inc. (the “Company”), as parent, and Rexford Industrial Realty, L.P. (the “Borrower”), as borrower, entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and a letter of credit issuer, and the other lenders named therein, which amends and restates in its entirety that certain Fourth Amended and Restated Credit Agreement, dated as of May 26, 2022, by and among the Company, the Borrower and Bank of America, N.A., as administrative agent, swingline lender and letter of credit issuer.
The Credit Agreement provides for a senior unsecured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $1.25 billion and a senior unsecured term loan facility in an aggregate principal amount of $700 million (the "Term Loan Facility”), comprised of (i) a $300 million term loan tranche (the “Term Loan A-1 Facility”) and (ii) a $400 million term loan tranche (the “Term Loan A-2 Facility”). The maturity date of the Term Loan A-1 Facility is May 26, 2027, and the maturity date of the Term Loan A-2 Facility is May 30, 2030. The maturity date of the Revolving Credit Facility is May 30, 2029 (with two extensions options of six months each). The Credit Agreement includes an accordion feature to increase the revolving commitments or add one or more new tranches of incremental term loans up to an aggregate amount not to exceed $1.05 billion, subject to the satisfaction of specified conditions and the identification of lenders willing to make available such additional amounts.
Amounts outstanding under the Credit Agreement will bear interest at a rate equal to, at the Borrower’s option, either (i) Term SOFR plus the applicable margin; (ii) Daily Simple SOFR plus the applicable margin or (iii) the applicable base rate which is the highest of (a) the federal funds rate plus 0.50%, (b) the administrative agent’s prime rate or (c) Term SOFR plus 1.00%, plus the applicable margin. With respect to the Term Loan A-1 Facility, the applicable margin for Term SOFR will include a credit spread adjustment of 0.10% per annum. The applicable margin with respect to the Term Loan Facility and the applicable margin and credit facility fee (the “Credit Facility Fee”) with respect to the Revolving Credit Facility will be determined based on the Company’s and the Borrower’s Debt Rating (as defined in the Credit Agreement) as follows:
| Pricing Level | Debt Rating | Revolving Credit Facility Fee Rate Applicable Margin | Revolving Credit Facility Term SOFR Rate Loan, Daily SOFR Rate Loan, and Letter of Credit Applicable Margin | Revolving Credit Facility Base Rate Loan Applicable Margin | Term Loan A-1 Facility and Term Loan A-2 Facility Term SOFR Rate Loan and Daily SOFR Rate Loan Applicable Margin | Term Loan A-1 Facility and Term Loan A-2 Facility Base Rate Loan Applicable Margin | ||||||||||||||||||||||||||||||||
| 1 | ≥ A-/A3 | 0.125% | 0.725% | 0.00% | 0.80% | 0.00% | ||||||||||||||||||||||||||||||||
| 2 | BBB+/Baa1 | 0.150% | 0.775% | 0.00% | 0.85% | 0.00% | ||||||||||||||||||||||||||||||||
| 3 | BBB/Baa2 | 0.200% | 0.850% | 0.00% | 0.95% | 0.00% | ||||||||||||||||||||||||||||||||
| 4 | BBB-/Baa3 | 0.250% | 1.050% | 0.05% | 1.20% | 0.20% | ||||||||||||||||||||||||||||||||
| 5 | <BBB-/Baa3 | 0.300% | 1.400% | 0.40% | 1.60% | 0.60% | ||||||||||||||||||||||||||||||||
The interest rate under the Credit Agreement is also subject to a leverage-based adjustment if the Company’s Leverage Ratio (as defined in the Credit Agreement) is less than 35%. In such case, (1) if one of the Company’s or the Borrower’s Debt Rating is at least BBB- /Baa3 and the other is not lower than BBB-/Baa3, then Pricing Level 3 in the above chart will apply, (2) if one of the Company’s or the Borrower’s Debt Rating is at least BBB/Baa2 and the other is not lower than BBB-/Baa3, then Pricing Level 2 in the above chart will apply, and (3) if one of the Company’s or the Borrower’s Debt Rating is at least BBB+/Baa1 and the other is not lower than BBB/Baa2, then Pricing Level 1 in the above chart will apply.
In addition, the Credit Agreement also features a sustainability-linked pricing component that can periodically adjust the applicable margin by -0.04%, zero or 0.04% and adjust the Credit Facility Fee by -0.01%, zero or 0.01% if the Borrower meets, or does not meet, certain sustainability performance thresholds and/or targets, as applicable.
The Borrower may voluntarily prepay loans under the Credit Agreement in whole or in part at any time, subject to certain notice requirements.
The Credit Agreement is not secured by the Company’s properties or by equity interests in the subsidiaries that hold such properties.
The Credit Agreement includes a series of financial and other covenants that the Company and the Borrower must comply with, including:
•Maintaining a ratio of total indebtedness to total asset value of not more than 60%, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be greater than 65%;
•Maintaining a ratio of total secured debt to total asset value of not more than 45%, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be greater than 50%;
•Maintaining a ratio of adjusted EBITDA to fixed charges of at least 1.50 to 1.0;
•Maintaining a ratio of total unsecured debt to total unencumbered asset value of not more than 60%, except during certain limited periods of time following a material acquisition, during which time such ratio shall not be greater than 65%; and
•Maintaining a ratio of unencumbered NOI to unsecured interest expense of at least 1.75 to 1.0.
The Credit Agreement contains usual and customary events of default including defaults in the payment of principal, interest or fees, defaults in compliance with the covenants set forth in the Credit Agreement and other loan documentation, cross-defaults to certain other indebtedness, and bankruptcy and other insolvency defaults. If an event of default occurs and is continuing under the Credit Agreement, all outstanding principal amounts, together with all accrued unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rexford Industrial Realty, Inc. | ||||||||
| Date: June 2, 2025 | By: | /s/ Michael Fitzmaurice | ||||||
| Michael Fitzmaurice Chief Financial Officer | ||||||||