SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 20, 2010
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LEXINGTON REALTY TRUST
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(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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1-12386
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13-3717318
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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One Penn Plaza, Suite 4015, New York, New
York
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10119-4015
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
692-7200
(Registrant's
Telephone Number, Including Area Code)
________________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFT|R
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
On
January 20, 2010, Lexington Realty Trust, a Maryland real estate investment
trust, or the Trust, and Lepercq Corporate Income Fund L.P., Lepercq Corporate
Income Fund II L.P., and Net 3 Acquisition L.P., each a Delaware limited
partnership, or the Operating Partnerships, entered into a Purchase Agreement
with Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan
Securities Inc., for themselves and on behalf of the initial purchasers named
therein, or the Initial Purchasers, for the sale by the Trust and the purchase
by the Initial Purchasers of $100.0 million aggregate principal amount of 6.00%
Convertible Guaranteed Notes due 2030, or the Notes. The Purchase Agreement also
granted the Initial Purchasers a 30-day option to purchase up to an additional
$15.0 million aggregate principal amount of the Notes, or the Additional Notes.
The Notes are fully and unconditionally guaranteed by certain subsidiaries of
the Trust, including the Operating Partnerships.
The
closing of the sale of the Notes occurred on January 26, 2010. The net proceeds
from the sale of the Notes, after deducting the Initial Purchasers’ discount and
the estimated offering expenses, are estimated to be approximately $96.8 million
(or approximately $111.4 million if the Initial Purchasers exercise their option
to purchase the Additional Notes in full). The Trust intends to use the proceeds
to repay certain indebtedness and for general corporate purposes.
The Notes
were issued under an Indenture, dated as of January 29, 2007, among the Trust
and certain subsidiaries of the Trust, including the Operating Partnerships, and
U.S. Bank National Association, as trustee, or the Trustee, as supplemented by
the Fourth Supplemental Indenture dated as of December 31, 2008 and the Sixth
Supplemental Indenture dated as of January 26, 2010. A copy of (1) the Indenture
was filed as Exhibit 4.1 to the Trust’s Current Report on Form 8-K filed January
29, 2007, (2) the Fourth Supplemental Indenture was filed as Exhibit 4.1 to the
Trust’s Current Report on Form 8-K filed January 2, 2009, and (3) the Sixth
Supplemental Indenture is filed herewith as Exhibit 4.1.
Additional
information pertaining to the Notes is contained in Item 2.03 of this Current
Report on Form 8-K, or this Current Report, and is incorporated herein by
reference. The Notes, the guarantees and the shares of beneficial interest of
the Trust, par value $0.0001 per share, classified as common stock, or the
Common Shares, issuable under certain circumstances upon conversion of the Notes
have not been registered under the Securities Act of 1933, as amended, or the
Securities Act. The Trust offered and sold the Notes to the Initial Purchasers
in reliance upon the exemption from registration provided by Section 4(2) of the
Securities Act and the Initial Purchasers then resold the Notes only to
qualified institutional buyers in the United States in reliance upon the
exemption from registration provided by Rule 144A under the Securities
Act.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
January 26, 2010, the Trust issued $100.0 million aggregate principal amount of
the Notes. The Notes are fully and unconditionally guaranteed by certain
subsidiaries of the Trust, including the Operating Partnerships. The Notes are
unsecured obligations of the Trust and the guarantors.
The terms
of the Notes include:
Maturity. January 15,
2030.
Interest. Interest on the
Notes at the rate of 6.00% per year is payable semi-annually on January 15 and
July 15 of each year, beginning on July 15, 2010.
Conversion Rights. Holders
may convert the Notes at the initial conversion rate for each $1,000 principal
amount of the Notes of 141.1383 Common Shares, payable at the Trust’s option in
cash, Common Shares or a combination of cash and Common Shares, prior to the
close of business on the second business day prior to the stated maturity date
at any time on or after January 15, 2029 and also under the following
circumstances:
(a) Conversion Upon Satisfaction of
Market Price Condition. A holder may surrender any of its Notes for
conversion during any calendar quarter beginning after March 31, 2010 (and only
during such calendar quarter), if, and only if, the closing sale price of the
Common Shares for at least 20 trading days (whether or not consecutive) in the
period of 30 consecutive trading days ending on the last trading day of the
preceding calendar quarter as determined by the Trust is more than 130% of the
conversion price per Common Share in effect on the applicable trading
day.
(b) Conversion Upon Satisfaction of
Trading Price Condition. A holder may surrender any of its Notes for
conversion during the five consecutive trading-day period following any five
consecutive trading-day period in which the trading price per $1,000 principal
amount of Notes (as determined following a reasonable request by a holder of the
Notes) was less than 98% of the product of the closing sale price of the Common
Shares multiplied by the applicable conversion rate.
(c) Conversion Upon Notice of
Redemption. A holder may surrender for conversion any of the Notes called
for redemption at any time prior to the close of business on the second business
day prior to the redemption date, even if the Notes are not otherwise
convertible at such time.
(d) Conversion if the Common Shares
Are Not Listed. A holder may surrender any of its Notes for conversion at
any time beginning on the first business day after the Common Shares have ceased
to be listed on a U.S. national or regional securities exchange for a 30
consecutive trading-day period.
(e) Conversion Upon Specified
Transactions. A holder may surrender any of its Notes for conversion if
the Trust engages in certain specified corporate transactions, including a
change in control (as defined in the Sixth Supplemental Indenture). Holders
converting Notes in connection with certain change in control transactions
occurring prior to January 15, 2017 may be entitled to receive additional Common
Shares as a “make whole premium.”
Redemption at the Option of the
Trust. The Trust may not redeem any Notes prior to January 15, 2017,
except to preserve its status as a real estate investment trust. After that
time, the Trust may redeem the Notes, in whole or in part, for cash equal to
100% of the principal amount of the Notes plus any accrued and unpaid interest
(including additional interest, if any) to, but not including, the redemption
date.
Purchase at Option of Holders on
Certain Dates. Holders of the Notes may require the Trust to repurchase
their Notes, in whole or in part (in principal amounts of $1,000 and integrals
thereof) on January 15, 2017, January 15, 2020, and January 15, 2025 for cash
equal to 100% of the principal amount of the Notes to be repurchased plus any
accrued and unpaid interest (including additional interest, if any) to, but not
including, the repurchase date.
Default. Subject to the terms
of the Sixth Supplemental Indenture and the Notes, upon certain events of
default, including, but not limited to, (i) default by the Trust in the delivery
when due of the conversion value, on the terms set forth in the Indenture and
the Notes, upon exercise of a holder’s conversion right in accordance with the
Indenture and the continuation of such default for 10 days, and (ii) the failure
of the Trust to provide notice of the occurrence of a change of control when
required under the Indenture, and such failure continues for 5 business days,
the trustee or the holders of not less than 25% in principal amount of the
outstanding Notes may declare the principal and accrued and unpaid interest on
all of the Notes to be due and payable immediately by written notice thereof to
the Trust (and to the trustee if given by the holders). Upon certain events of
bankruptcy, insolvency or reorganization, or court appointment of a receiver,
liquidator or trustee of the Trust, the Operating Partnerships, or any other
significant subsidiary, the principal (or such portion thereof) of and accrued
and unpaid interest on all of the Notes will become and be immediately due and
payable without any declaration or other act on the part of the trustee or any
holders.
In
addition, the Notes are cross-defaulted with the recourse indebtedness of the
Trust having an aggregate principal amount exceeding $25.0 million.
The
description of the Notes in this report is a summary and is qualified in its
entirety by reference to Exhibits 4.1 and 4.2 to this Current
Report.
Item
3.02 Unregistered Sales of Equity Securities.
On
January 20, 2010, the Trust entered into the Purchase Agreement to sell $100.0
million aggregate principal amount of the Notes to the Initial Purchasers. The
Purchase Agreement also granted the Initial Purchasers an option to purchase up
to $15.0 million aggregate principal amount of Additional Notes to cover
overallotments, if any. The closing of the offer and sale of the Notes occurred
on January 26, 2010. The net proceeds from the sale, after deducting the Initial
Purchasers’ discount and the Trust’s estimated offering expenses, are estimated
to be approximately $96.8 million (or approximately $111.4 million if the
Initial Purchasers exercise their option to purchase Additional Notes in full).
The Notes are fully and unconditionally guaranteed by the Trust and certain
subsidiaries of the Trust, including the Operating Partnerships.
Additional
information pertaining to the Notes and the Common Shares underlying the Notes
is contained in Item 2.03 of this Current Report and is incorporated herein by
reference.
The Trust
offered and sold the Notes to the Initial Purchasers in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act. The
Initial Purchasers then sold the Notes only to qualified institutional buyers in
the United States in reliance upon the exemption from registration provided by
Rule 144A under the Securities Act. The Trust relied on these exemptions from
registration based in part on representations made by the Initial Purchasers in
the Purchase Agreement.
The
Notes, the guarantees and the underlying Common Shares issuable upon conversion
of the Notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This Current Report does not
constitute an offer to sell, or a solicitation of an offer to buy, any security
and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offering would be unlawful.
Item
8.01. Other Events.
Attached
as Exhibits 99.1 and 99.2 to this Current Report are the Trust’s January 20 and
21, 2010 press releases announcing the offering and pricing of the
Notes.
The Trust
is filing the press releases pursuant to Rule 135c under the Securities
Act.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits
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4.1
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Sixth
Supplemental Indenture, dated as of January 26,
2010
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99.1
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Press
Release issued January 20, 2010
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99.2
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Press
Release issued January 21,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Lexington
Realty Trust |
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Date:
January 26, 2010
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By:
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/s/ T.
Wilson Eglin |
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T.
Wilson Eglin |
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Chief
Executive Officer |
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Exhibit
Index
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4.1
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Sixth
Supplemental Indenture, dated as of January 26,
2010
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99.1
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Press
Release issued January 20, 2010
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99.2
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Press
Release issued January 21,
2010
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