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): October 10, 2013

 

LEXINGTON REALTY TRUST
(Exact name of registrant as specified in its charter)

 

     
Maryland 1-12386 13-3717318

(State or other jurisdiction

of incorporation)

 (Commission File Number) (IRS Employer Identification No.)

 

One Penn Plaza, Suite 4015, New York, New York 10119-4015

 

(Address of principal executive offices) (Zip Code)

 

(212) 692-7200

(Registrant's telephone number, including area code)

 

N/A

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2.):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 8.01.Other Events.

 

On October 10, 2013, Lexington Realty Trust, a Maryland real estate investment trust (the “Trust”), entered into an Underwriting Agreement, dated as of October 10, 2013 (the “Underwriting Agreement”), among Wells Fargo Securities, LLC and Barclays Capital Inc. (collectively, the “Underwriters”), on the one hand, and its operating partnerships, Lepercq Corporate Income Fund L.P. (“Fund I”) and Lepercq Corporate Income Fund II L.P. (“Fund II” and, together with Fund I, the “Operating Partnerships”) and the Trust, on the other hand. Pursuant to the terms and conditions of the Underwriting Agreement, the Trust agreed to sell to the Underwriters 10,000,000 of its shares of beneficial interest, par value $0.0001 per share, classified as common stock (“Common Shares”), at a price of $10.98 per share, to be reoffered by them to the public at a price of $11.17 per share. The Trust granted the Underwriters an option to purchase up to an additional 1,500,000 Common Shares (the “Option Shares”) at the same price. On October 11, 2013, the Underwriters exercised their option to purchase all of the Option Shares.

 

The Underwriting Agreement contains customary representations, warranties and covenants by the Trust and the Operating Partnerships. It also provides for customary indemnification of each of the Underwriters and the Trust and the Operating Partnerships for certain losses or damages arising out of or in connection with the sale of the Common Shares.

 

The offering was made pursuant to our effective shelf registration statement on Form S-3ASR (File No. 333-183645) filed with the Securities and Exchange Commission and effective as of August 30, 2012, a preliminary prospectus supplement relating to the Common Shares, dated October 10, 2013, and a final prospectus supplement relating to the Common Shares, dated October 10, 2013. The closing of the offering is expected to occur on October 17, 2013.

 

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement.

 

On October 15, 2013, Venable LLP delivered its legality opinion with respect to the Common Shares, a copy of which is attached hereto as Exhibit 5.1.

 

On October 10 and 11, 2013, we issued press releases relating to the offering of the Common Shares. Copies of the press releases are attached as Exhibits 99.1 and 99.2. 

 

Item 9.01Financial Statements and Exhibits.

 

(d)Exhibits

 

1.1 Underwriting Agreement, dated as of October 10, 2013.

 

5.1  Opinion of Venable LLP.

 

23.1 Consent of Venable LLP (included in Exhibit 5.1).

 

99.1  Press Release issued October 10, 2013.
   
99.2 Press Release issued October 11, 2013.

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

  Lexington Realty Trust
     
     
Date: October 15, 2013 By: /s/ Patrick Carroll  
    Patrick Carroll
    Chief Financial Officer

 

 

 

 
 

Exhibit Index

 

1.1

Underwriting Agreement, dated as of October 10, 2013.

   
5.1  Opinion of Venable LLP.

 

23.1 Consent of Venable LLP (included in Exhibit 5.1).

 

99.1  Press Release issued October 10, 2013.
   
99.2 Press Release issued October 11, 2013.