UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant
to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On September 4, 2019, the Trust entered into an Underwriting Agreement, dated as of September 4, 2019 (the “Underwriting Agreement”), between J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), on the one hand, and Lexington Realty Trust (the “Trust”), on the other hand. Pursuant to the terms and conditions of the Underwriting Agreement, the Underwriters purchased from the Trust 10,000,000 of the Trust’s shares of beneficial interest, par value $0.0001 per share, classified as common stock (“Common Shares”), at a price of $10.09 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.
The Underwriting Agreement contains customary representations, warranties and covenants by the Trust. It also provides for customary indemnification of each of the Underwriters and the Trust for certain losses or damages arising out of or in connection with the sale of the Common Shares.
The offering was made pursuant to the Trust’s effective shelf registration statement on Form S-3ASR (File No. 333-223257) filed with the Securities and Exchange Commission and effective as of February 27, 2018, a preliminary prospectus supplement relating to the Common Shares, dated September 4, 2019, and a final prospectus supplement relating to the Common Shares, dated September 4, 2019. The closing of the offering is expected to occur on September 9, 2019.
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 September 5, 2019, Venable LLP delivered its legality opinion with respect to the Common Shares, a copy of which is attached hereto as Exhibit 5.1.
On September 4, 2019, the Trust 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 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated as of September 4, 2019. |
| 5.1 | Opinion of Venable LLP. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
| 99.1 | Press Release issued September 4, 2019. |
| 99.2 | Press Release issued September 4, 2019. |
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: September 5, 2019 | By: | /s/ Beth Boulerice | |
| Beth Boulerice | |||
| Chief Financial Officer | |||