LEXINGTON REALTY TRUST (NYSE:LXP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
On March 14, 2019, in connection with Lexington Realty Trusts (the Trust) effective shelf registration statement on Form S-3 ASR (File No. 333-223257) that was filed with the Securities and Exchange Commission on February 27, 2018, as amended by Post-Effective Amendment No. 1 on Form POS ASR that was filed with the Securities and Exchange Commission on March 14, 2019 (collectively, the Registration Statement), the Trust filed a prospectus supplement (the ATM Prospectus Supplement) covering the sale of up to $100,000,000.00 aggregate offering price of shares of beneficial interest classified as common stock of the Trust, par value $0.0001 per share ( Common Shares), which consists of $60,256,015 of which were previously covered by a prior registration statement and $39,743,985 of which are newly authorized. Prior to the date of the ATM Prospectus Supplement, the Trust had sold Common Shares having an aggregate offering price of approximately $64,743,985 under the prior registration statement through an at-the-market offering program.
Also in connection with the filing of the ATM Prospectus Supplement, on March 14, 2019, the Trust entered into two separate Amended and Restated Equity Distribution Agreements (collectively, the Amended and Restated Equity Distribution Agreements) with each of Jefferies LLC and KeyBanc Capital Markets Inc. (each a Sales Agent) in connection with the ATM Program to sell the Common Shares from time to time through an at the market equity offering program (the ATM Program). Under the ATM Program, Jefferies LLC and KeyBanc Capital Markets Inc. have acted and will continue to act as sales agents (the Sales Agents).
The Amended and Restated Equity Distribution Agreements reflect, among other things, following the date thereof, the filing of the Registration Statement and the ATM Prospectus Supplement and the increase in the aggregate offering price of the Common Shares as described above. to the Amended and Restated Equity Distribution Agreements, the Common Shares may be offered and sold through either of the Sales Agents in negotiated transactions or 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 by means of ordinary brokers transactions, including directly or on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. Each Sales Agent will be entitled to compensation of up to 1.25% of the gross sales price per share for any Common Shares sold through it as the Trusts sales agent.
Copies of the Amended and Restated Equity Distribution Agreements are attached as Exhibits 1.1, and 1.2 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing descriptions of the Amended and Restated Equity Distribution Agreements are qualified in their entirety by reference to the full text of the Amended and Restated Equity Distribution Agreements.
On March 14, 2019, Venable LLP delivered its legality opinion with respect to the Common Shares, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
On March 14, 2019, Paul Hastings LLP delivered its opinion with respect to certain tax matters related to the Common Shares, a copy of which is attached hereto as Exhibit 8.1 and is incorporated herein by reference.
| (d) | Exhibits |
| 1.1 | Amended and Restated Equity Distribution Agreement, dated as of March 14, 2019, between the Trust and Jefferies LLC. |
| 1.2 | Amended and Restated Equity Distribution Agreement, dated as of March 14, 2019, between the Trust and KeyBanc Capital Markets Inc. |
| 5.1 | Opinion of Venable LLP. |
| 8.1 | Opinion of Paul Hastings LLP regarding tax matters. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Paul Hastings LLP (included in Exhibit 8.1). |
LEXINGTON REALTY TRUST Exhibit
EX-1.1 2 tv516169_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version LEXINGTON REALTY TRUST Up to $164,…
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About LEXINGTON REALTY TRUST (NYSE:LXP)
Lexington Realty Trust is a self-managed and self-administered real estate investment trust (REIT). The Company owns a portfolio of equity and debt investments in single-tenant properties and land. The Company’s segment is single-tenant real estate assets. The Company also provides investment advisory and asset management services to investors in the single-tenant area. The Company has equity ownership interests in approximately 215 consolidated real estate properties, located in over 40 states and containing an aggregate of approximately 42.3 million square feet of space, approximately 96.8% of which was leased. The properties in which the Company has an interest are leased to tenants in various industries, including service, automotive, technology, transportation and logistics, and finance and insurance.
