-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KcogQ5qpPBPYLj5LsaRRmz5mCOF65xr034pI/Ba34y5j1FMQ08p31zi6bb5HVydT uOH7VXuAViRKmMB8ukVExw== 0001116679-08-000926.txt : 20080328 0001116679-08-000926.hdr.sgml : 20080328 20080328114620 ACCESSION NUMBER: 0001116679-08-000926 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080325 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080328 DATE AS OF CHANGE: 20080328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lexington Master Limited Partnership CENTRAL INDEX KEY: 0001165460 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 113636084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50268 FILM NUMBER: 08717608 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212-692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 405 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: NEWKIRK MASTER LP DATE OF NAME CHANGE: 20020117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON REALTY TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 08717607 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: (212) 692-7200 MAIL ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: SUITE 4015 CITY: NEW YORK STATE: NY ZIP: 10119 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST DATE OF NAME CHANGE: 19980625 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 8-K 1 lexandmlp8k-032808.htm PERIOD OF REPORT: MARCH 25, 2008 lexandmlp8k-032808.htm
 
 
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): March 25, 2008

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 Number)
 
THE LEXINGTON MASTER LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
0-50268
11-3636084
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)

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)

                                                                                                                   
(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
 
___
Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 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 1.01.     Entry into a Material Definitive Agreement.
 
On March 25, 2008, Lex LP-1 Trust, a wholly-owned subsidiary of Lexington Realty Trust (the “Trust”) and The Lexington Master Limited Partnership, (the “Partnership”) entered into a contribution agreement (the “Contribution Agreement”) whereby Lex LP-1 Trust contributed to the Partnership its interest in certain assets in exchange for 3,600,836.96 units of limited partnership in the Partnership. The number of units was determined in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Partnership. The Contribution Agreement contained limited representations and warranties and closing conditions.
 
The foregoing description of the Contribution Agreement is qualified in its entirety by reference to the form of contribution agreement attached as Exhibit 10.5 to the Trust’s and the Partnership's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2007.
 
Item 3.02.    Unregistered Sales of Equity Securities.
 
As disclosed under Item 1.01 of this Current Report on Form 8-K, the Partnership issued 3,600,836.96 units of limited partnership in the Partnership to certain subsidiaries of the Trust at a price per unit of $15.125. The units were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
 
Item 8.01.    Other Events.
 
On March 27, 2008, the Trust issued a press release announcing that its previously announced co-investment program with Inland American Real Estate Trust, Inc. closed on the acquisition of an additional 11 primarily single-tenant net leased assets from the Trust and its subsidiaries.
 
Selected information about the 11 assets is set forth in the Trust’s and the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2008.
 
A copy of the press release issued March 27, 2008, is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
Item 9.01.    Financial Statements and Exhibits.
 
        (d)           Exhibits

99.1    
Press Release issued March 27, 2008
 
 
 

 
 
 

 
 
 
 

 
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.

 
  Lexington Realty Trust   
     
     
Date: March 28, 2008 
By:
/s/ Patrick Carroll   
    Patrick Carroll   
    Chief Financial Officer   

 
  The Lexington Master Limited Partnership   
     
  By:   Lex GP-1 Trust, its general partner   
     
Date: March 28, 2008 
By:
/s/ Patrick Carroll   
    Patrick Carroll   
    Chief Financial Officer  
 
 
 

 
 
 
 

 
 
 

 

Exhibit Index

99.1    
Press Release issued March 27, 2008

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EX-99.1 2 ex99-1.htm PRESS RELEASE DATED MARCH 27, 2008 ex99-1.htm
Exhibit 99.1
 
Contact:
Investor or Media Inquiries, T. Wilson Eglin, Chief Executive Officer
Lexington Realty Trust
Phone: (212) 692-7200 E-mail: tweglin@lxp.com


FOR IMMEDIATE RELEASE
Thursday, March 27, 2008

LEXINGTON REALTY TRUST ANNOUNCES CLOSING OF
11 ASSETS INTO SPECIALTY CO-INVESTMENT PROGRAM

New York, NY – March 27, 2008 – Lexington Realty Trust (“Lexington”) (NYSE:LXP), a real estate investment trust (REIT) focused on single-tenant real estate investments, today announced that its co-investment program with Inland American Real Estate Trust, Inc. closed on the acquisition of an additional 11 primarily single-tenant net leased assets from Lexington and its subsidiaries for an aggregate purchase price of $270.2 million, including the assumption of non-recourse first mortgage financing secured by certain of the assets.  The 11 properties contain an aggregate of more than 2.0 million net rentable square feet, and are located in 6 states.

Selected information about the 11 primarily single tenant net leased assets is set forth in Lexington’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2008.

As previously announced, the co-investment program is under contract to acquire a property in Garland, Texas and a property in The Woodlands, Texas from Lexington and its subsidiaries.  Closing on these two additional properties is expected to occur during the second quarter of 2008.
 
The acquisition of these two assets by the co-investment program is subject to satisfaction of conditions precedent to closing, including obtaining additional ownership interests in one of the properties, obtaining lender consents, obtaining certain other consents and waivers, the continuing financial solvency of the tenants, and certain other customary conditions. Accordingly, neither Lexington nor the Partnership can provide any assurance that the acquisition by the co-investment program will be completed.
 
ABOUT LEXINGTON REALTY TRUST

Lexington Realty Trust is a real estate investment trust that owns, invests in, and manages office, industrial and retail properties net-leased to major corporations throughout the United States and provides investment advisory and asset management services to investors in the net lease area. Lexington shares are traded on the New York Stock Exchange under the symbol “LXP”.  Additional information about Lexington is available on-line at www.lxp.com or by contacting Lexington Realty Trust, Investor Relations, One Penn Plaza, Suite 4015, New York, New York 10119-4015.

ABOUT INLAND AMERICAN REAL ESTATE TRUST, INC.
Inland American Real Estate Trust, Inc. is a real estate investment trust focused on acquiring and owning a diversified portfolio, including retail, office, multi-family and industrial/distribution and hospitality properties within the United States and Canada, either directly, or indirectly through joint ventures, or by acquiring REITs or other "real estate operating companies.”  As of December 31, 2007, the company’s portfolio consisted of 641 wholly owned and joint venture interests in  properties, located in 33 states for a total of approximately 34.3 million gross leasable square feet.  The company also owned 76 hotels
 
 

 
 
 
 
totaling 10,411 rooms as of year-end 2007.  Inland American is one of four REITs that are, or have been, sponsored by affiliates of The Inland Real Estate Group of Companies, Inc.  For further information regarding Inland American, please refer to the company website at www.inland-american.com or contact the following:
 
 
George A. Pandaleon, President
Inland Institutional Capital Partners Corporation (Investors)
(630)-368-2247
E-mail:  pandaleon@inlandgroup.com 
Joel Cunningham
The Inland Real Estate Group of Companies, Inc. (Media)
(630) 218-8000 Ext. 4897
E-mail: cunninghamj@inlandgroup.com
 
 
This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under Lexington's control which may cause actual results, performance or achievements of Lexington to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" in Lexington’s periodic reports filed with the SEC, including risks related to the failure to complete the sale of any of the two additional assets to the co-investment program. Copies of the periodic reports Lexington files with the SEC are available on Lexington’s website at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "estimates," "projects" or similar expressions. Lexington undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that Lexington's expectations will be realized.
 
 
 
 
 
 
 
 
 
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