x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 13-3779859 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Penn Plaza, Suite 4015 | |
New York, NY | 10119-4015 |
(Address of principal executive offices) | (Zip Code) |
Exhibit No. | Description | |||
3.1 | — | Agreement and Plan of Merger dated as of December 23, 2013, by and among Lepercq Corporate Income Fund L.P. (“LCIF”) and Lepercq Corporate Income Fund II L.P. (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed on December 24, 2013)(1) | ||
3.2 | — | Sixth Amended and Restated Agreement of Limited Partnership of LCIF, dated as of December 30, 2013 (filed as Exhibit 3.20 to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013)(1) | ||
4.1 | — | Indenture, dated as of January 29, 2007, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank National Association, as trustee (“U.S. Bank”) (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 29, 2007)(1) | ||
4.2 | — | Fourth Supplemental Indenture, dated as of December 31, 2008, among Lexington, the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed on January 2, 2009)(1) | ||
4.3 | — | Fifth Supplemental Indenture, dated as of June 9, 2009, among Lexington (as successor by merger), the other guarantors named therein and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on June 15, 2009)(1) | ||
4.4 | — | Sixth Supplemental Indenture, dated as of January 26, 2010 among Lexington, the guarantors named therein and U.S. Bank, as trustee, including the Form of 6.00% Convertible Guaranteed Notes due 2030 (filed as Exhibit 4.1 to Lexington’s Current Report on Form 8-K filed January 26, 2010)(1) | ||
4.5 | — | Seventh Supplemental Indenture, dated as of September 28, 2012, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2012)(1) | ||
4.6 | — | Eight Supplemental Indenture, dated as of February 13, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on February 13, 2013 (the “02/13/13 8-K”))(1) | ||
4.7 | — | Ninth Supplemental Indenture, dated as of May 6, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on May 8, 2013)(1) | ||
4.8 | — | Tenth Supplemental Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.3 to Lexington's Current Report on Form 8-K filed on June 13, 2013 (the “06/13/13 8-K”))(1) | ||
4.9 | — | Tenth Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to Lexington's Current Report on Form 8-K filed on October 3, 2013)(the “10/3/13 8-K”))(1) | ||
4.10 | — | Indenture, dated as of June 10, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.1 to the 06/13/13 8-K)(1) | ||
4.11 | — | First Supplemental Indenture, dated as of September 30, 2013, among Lexington, certain subsidiaries of Lexington signatories thereto, and U.S. Bank, as trustee (filed as Exhibit 4.2 to the 10/3/13 8-K)(1) | ||
4.12 | — | Indenture, dated as of May 9, 2014, among Lexington, LCIF and U.S. Bank, as trustee (filed as Exhibit 4.1 to LCIF's Current Report on Form 8-K filed May 13, 2014)(1) | ||
4.13 | — | First Supplemental Indenture, dated as of May 20, 2014, among Lexington, LCIF and U.S. Bank, as trustee (filed as Exhibit 4.1 to LCIF's Current Report on Form 8-K filed May 20, 2014)(1) | ||
10.1 | — | Second Amended and Restated Credit Agreement, dated as of February 12, 2013 among Lexington and LCIF as borrowers, KeyBank National Association (“Key”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.1 to the 02/13/13 8-K)(1) | ||
10.2 | — | Amended and Restated Term Loan Agreement, dated as of February 13, 2013 among Lexington and LCIF, as borrowers, Wells Fargo Bank, National Association (“Wells”), as agent, and each of the financial institutions initially a signatory thereto (filed as Exhibit 10.2 to the 02/13/13 8-K)(1) | ||
10.3 | — | Funding Agreement, dated as of July 23, 2006, by and between LCIF and Lexington (filed as Exhibit 99.4 to Lexington's Current Report on Form 8-K filed on July 24, 2006)(1) | ||
10.4 | — | First Amendment to Second Amended and Restated Credit Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to the 10/13/13 8-K)(1) |
10.5 | — | First Amendment to Amended and Restated Term Loan Agreement, dated as of September 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 10/13/13 8-K)(1) | ||
10.6 | — | Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to Lexington's Current Report on Form 8-K filed January 6, 2014 (the “01/06/14” 8-K))(1) | ||
10.7 | — | Second Amendment to Amended and Restated Term Loan Agreement, dated as of December 30, 2013, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 01/06/14 8-K)(1) | ||
10.8 | — | Third Amendment to Second Amended and Restated Credit Agreement, dated as of March 28, 2014, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to LCIF's Current Report on Form 8-K filed March 28, 2014 (the “03/28/14” 8-K))(1) | ||
10.9 | — | Third Amendment to Amended and Restated Term Loan Agreement, dated as of March 28, 2014, among Lexington and LCIF, as borrowers, Wells, as agent, and the financial institutions signatory thereto (filed as Exhibit 10.2 to the 03/28/14 8-K)(1) | ||
10.10 | — | Fourth Amendment to Credit Agreement, dated as of July 2, 2015, among Lexington and LCIF, as borrowers, Key, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed on July 2, 2015 (the “07/02/2015 8-K)) (1) | ||
10.11 | — | Fourth Amendment to Amended and Restated Term Loan Agreement, dated as of July 2, 2015, among Lexington and LCIF, as borrowers, Wells, as agent, and each of the financial institutions signatory thereto (filed as Exhibit 10.2 to the 07/02/2015 8-K) (1) | ||
10.12 | — | Credit Agreement, dated as of September 1, 2015, among Lexington and LCIF, as borrowers, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 12.5 therein, and Key, as agent (filed as Exhibit 10.1 to Lexington’s Current Report on Form 8-K filed on September 1, 2015) (1) | ||
10.13 | — | Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and Jefferies & Company, Inc., on the other hand (filed as Exhibit 1.1 to Lexington's Current Report on Form 8-K filed on January 14, 2013 (the “01/14/13 8-K”))(1) | ||
10.14 | — | Equity Distribution Agreement, dated as of January 11, 2013, among Lexington and LCIF, on the one hand, and KeyBanc Capital Markets Inc., on the other hand (filed as Exhibit 1.2 to the 01/14/13 8-K)(1) | ||
12 | — | Statement of Computation of Ratio of Earnings to Fixed Charges (3) | ||
14 | — | Amended and Restated Code of Business Conduct and Ethics (filed as Exhibit 14.1 to Lexington's Current Report on Form 8-K filed on December 8, 2010)(1) | ||
21 | — | List of subsidiaries (3) | ||
23 | — | Consent of KPMG LLP (3) | ||
24 | — | Power of Attorney (included on signature page) | ||
31.1 | — | Certification of Principal Executive Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) | ||
31.2 | — | Certification of Principal Financial Officer pursuant to rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2) | ||
32.1 | — | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4) | ||
32.2 | — | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4) | ||
101.INS | — | XBRL Instance Document (3)(5) | ||
101.SCH | — | XBRL Taxonomy Extension Schema (3)(5) | ||
101.CAL | — | XBRL Taxonomy Extension Calculation Linkbase (3)(5) | ||
101.DEF | — | XBRL Taxonomy Extension Definition Linkbase Document (3)(5) | ||
101.LAB | — | XBRL Taxonomy Extension Label Linkbase Document (3)(5) | ||
101.PRE | — | XBRL Taxonomy Extension Presentation Linkbase Document (3)(5) |
(1) | Incorporated by reference. |
(2) | Filed herewith. |
(3) | Incorporated by reference to the original Form 10-K. |
(4) | This exhibit shall not be deemed "filed" for purposes of Section 11 or 12 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 18 of the Securities Exchanges Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of those sections, and shall not be part of any registration statement to which it may relate, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing or document. |
(5) | Attached as Exhibit 101 to the Original Form 10-K are the following materials, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2015 and 2014; (ii) the Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013; (iii) the Consolidated Statements of Changes in Partners' Capital for the years ended December 31, 2015, 2014 and 2013; (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013; and (v) Notes to Consolidated Financial Statements, detailed tagged. |
Lepercq Corporate Income Fund L.P. | |||
By: | Lex GP-1 Trust, its General Partner | ||
Dated: | August 5, 2016 | By: | /s/ T. Wilson Eglin |
T. Wilson Eglin | |||
President |
Signature | Title |
/s/ Richard J. Rouse Richard J. Rouse | Director and Vice President of Lex GP-1 Trust |
/s/ T. Wilson Eglin T. Wilson Eglin | President and Director of Lex GP-1 Trust (principal executive officer) |
/s/ Patrick Carroll Patrick Carroll | Vice President, Treasurer and Director of Lex GP-1 Trust (principal financial officer) |
/s/ Beth Boulerice Beth Boulerice | Vice President of Lex GP-1 Trust (principal accounting officer) |
1. | I have reviewed this report on Form 10-K of Lepercq Corporate Income Fund L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
August 5, 2016 |
/s/ T. Wilson Eglin |
T. Wilson Eglin President (principal executive officer) of Lex GP-1 Trust, the general partner of Lepercq Corporate Income Fund L.P. |
1. | I have reviewed this report on Form 10-K of Lepercq Corporate Income Fund L.P.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
August 5, 2016 |
/s/ Patrick Carroll |
Patrick Carroll Vice President and Treasurer (principal financial officer) of Lex GP-1 Trust, the general partner of Lepercq Corporate Income Fund L.P. |