0001444838-14-000026.txt : 20140429 0001444838-14-000026.hdr.sgml : 20140429 20140429164516 ACCESSION NUMBER: 0001444838-14-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140425 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140429 DATE AS OF CHANGE: 20140429 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: 14794543 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 lxpform8-k42914.htm 8-K LXP FORM 8-K 4.29.14


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): April 25, 2014

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 1.01.    Entry into a Material Definitive Agreement.

Effective April 25, 2014, we entered into a First Amendment to Ownership Limit Waiver Agreement with BlackRock, Inc., which we refer to as the First Amendment. The First Amendment increases the number of our common shares that BlackRock, Inc. may acquire to up to 19% of our outstanding common shares.

The foregoing description of the First Amendment is qualified in its entirety by Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

10.1    First Amendment to Ownership Limit Waiver Agreement





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: April 29, 2014
By:
/s/ T. Wilson Eglin
 
 
T. Wilson Eglin
 
 
Chief Executive Officer





EXHIBIT INDEX

10.1    First Amendment to Ownership Limit Waiver Agreement


EX-10.1 2 exhibit101-42914x01.htm EXHIBIT EXHIBIT 10.1 - 4.29.14 - 01




FIRST AMENDMENT TO OWNERSHIP LIMIT WAIVER AGREEMENT (BLACKROCK)

THIS FIRST AMENDMENT TO OWNERSHIP LIMIT WAIVER AGREEMENT (this “Amendment”), dated as of April 25, 2014, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and BlackRock, Inc. (for itself and on behalf of certain affiliated entities, as set forth herein), and amends that certain Ownership Limit Waiver Agreement, dated as of November 18, 2010 (the “Agreement”), between the Company and BlackRock, Inc. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings given to them in the Agreement.

RECITALS

A.BlackRock, Inc. has requested a modification to the Agreement to increase the shares of Common Stock of the Company that the BlackRock Investors are permitted to Beneficially Own under the Agreement.

B.Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of Trustees has adopted resolutions approving the Ownership Limit Waiver on the terms and conditions hereinafter set forth.

AGREEMENT

1.
AMENDMENT TO WAIVER OF OWNERSHIP LIMIT. Section 1.1(A) of the Agreement is amended by deleting it in its entirety and replacing it with the following:

“(A)     to the extent of up to 19% of the outstanding shares of Common Stock of the Company (for this purpose, counting each Equity Share that is Beneficially Owned by any BlackRock Investor only once), which amount shall be adjusted as appropriate to reflect stock splits, reverse stock splits or similar transactions that affect all shares equally, and”

2.
REPRESENTATIONS. BlackRock confirms that the representations and warranties set forth in the Agreement are accurate and have been accurate since the date of the Agreement. Within fifteen (15) days of a written request by the Company, which shall not be made more than once per calendar year, BlackRock shall confirm to the Company that the representations and warranties set forth in the Agreement as accurate and have been accurate since the date of the Agreement.

[Signature Page Follows]





Each of the parties has caused this Amendment to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.


THE COMPANY
 
BLACKROCK
 
 
 
 
 
Lexington Realty Trust
 
BlackRock, Inc.
 
 
 
 
 
By:
/s/ T. Wilson Eglin
 
By:
/s/ Matthew J. Fitzgerald
 
Name: T. Wilson Eglin
 
 
Matthew J. Fitzgerald
 
Title: Chief Executive Officer
 
 
Managing Director