8-K

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): July 12, 2021

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)	(I.R.S. 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

Not Applicable

(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. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock	LXP	New York Stock Exchange
6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share	LXPPRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01.    Other Events.

On July 12, 2021, the Sixth Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P., which we refer to as LCIF, dated as of December 30, 2013, was amended to (1) provide for an in-kind redemption for certain limited partners and (2) remove a consent right of certain limited partners following the in-kind redemption. The foregoing description of the amendment is qualified in its entirety by reference to the First Amendment to Sixth Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P. attached as Exhibit 3.1 to this Current Report on Form 8-K.

On July 12, 2021, LCIF redeemed 1,598,906 units of limited partner interest, which we refer to as OP units, in exchange for the distribution of the entities that own the following properties and the assumption of indebtedness secured by such properties:

	Location	Property Type
1	Venice, FL	Other
2	Mission, TX	Other
3	Baltimore, MD	Other

At the time of redemption, the properties were encumbered with an aggregate of approximately $13 million of mortgage indebtedness, which, together with the value of the OP units, resulted in a total disposition consideration of approximately $35 million for the properties.

Following the redemption, Lexington Realty Trust, which we refer to as the Trust, now expects to merge LCIF with and into the Trust by December 31, 2022.

Item 9.01.    Financial Statements and Exhibits.

(d)	Exhibits
3.1	First Amendment to Sixth Amended and Restated Agreement of Limited Partnership of Lepercq Corporate Income Fund L.P., dated as of July 12, 2021.

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: July 16, 2021	By:	/s/ Joseph S. Bonventre
		Joseph S. Bonventre
		Secretary

EX-3.1

Exhibit 3.1

FIRST AMENDMENT TO

SIXTH AMENDED AND RESTATED AGREEMENT

OF

LIMITED PARTNERSHIP

OF

LEPERCQ CORPORATE INCOME FUND L.P.

THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of LEPERCQ CORPORATE INCOME FUND L.P., dated and effective as of July 12, 2021 (the “First Amendment Effective Date”), is entered into by and among Lex GP-1 Trust (f/k/a/ Lex GP-1, Inc.), a Delaware statutory trust, as the general partner of the partnership (the “General Partner”), Lex LP-1 Trust (f/k/a/ Lex LP-1, Inc.), a Delaware statutory trust, as the initial limited partner of the Partnership (the “Initial Limited Partner”), the Persons who have been previously admitted to the Partnership as Special Limited Partners and are a signatory hereto, constituting the holders of a majority of Partnership Units held by the Special Limited Partners. Capitalized terms used herein, but not defined herein shall have the meanings ascribed to such terms in the Sixth Amended and Restated Limited Partnership Agreement of the Partnership, dated and effective as of December 30, 2013 (the “Partnership Agreement”).

WITNESSTH

WHEREAS, the original Certificate of Limited Partnership of the Partnership was filed with the Delaware Secretary (as defined herein) on March 14, 1986 in connection with the formation of the Partnership (the “Original Certificate”).

WHEREAS, the Original Certificate was subsequently amended by the filing with the Delaware Secretary of the following: (i) that certain Amended and Restated Certificate of Limited Partnership filed on October 12, 1993, (ii) that certain Certificate of Amendment to Certificate of Limited Partnership filed on October 26, 2001, (iii) that certain Second Amended and Restated Certificate of Limited Partnership filed on August 20, 2002, (iv) that certain Certificate of Amendment to Certificate of Limited Partnership filed on July 24, 2007, (v) that certain Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Partnership filed on November 13, 2012, and (vi) that certain Certificate of Amendment Changing Only the Registered Office or Registered Agent of a Limited Partnership filed on September 16, 2013.

WHEREAS, a limited partnership agreement was entered into by certain of the Partners as of March 14, 1986, which was subsequently amended and/or amended and restated from time to time to, among other things, admit Partners under and pursuant to (i) that certain First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 12, 1993, (ii) that certain Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 12, 1993, (iii) that certain Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of August 1, 1995, (iv) that certain Fourth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 22, 1996, (v) that certain Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 1996, (vi) that certain Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of December 31, 2000, (vii) that certain First Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of June 19, 2003, (viii) that certain Second Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of June 30, 2003, (ix) that certain Third Amendment to the

1

Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of December 31, 2003, (x) that certain Fourth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of October 28, 2004, (xi) that certain Fifth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of December 8, 2004, (xii) that certain Sixth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of January 3, 2005, (xiii) that certain Seventh Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated and effective as of November 2, 2005, (xiv) that certain Eighth Amendment to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of March 26, 2009, and (xv) that certain Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, effective as of December 30, 2013 (collectively, the “Prior Agreements”).

WHEREAS, Section 14.1 of the Partnership Agreement provides for the amendment of the Partnership Agreement with the consent of the General Partner, the Initial Limited Partner and the Special Limited Partners representing a majority of the Partnership Units held by such Special Limited Partners.

WHEREAS, this Amendment is being entered into to amend the Partnership Agreement to clarify the rights of the General Partner and to add a redemption right of the Special Limited Partners.

WHEREAS, nothing in this Amendment (i) converts any Limited Partner’s interest in the Partnership into a general partner interest, (ii) modifies the limited liability of any Limited Partner in a manner adverse to such Partner, (iii) alters or modifies the Redemption Right and REIT Shares Amount as set forth in Section 8.4 of the Partnership Agreement in a manner adverse to any Partner, or (iv) amends Section 14.1.C of the Partnership Agreement.

WHEREAS, the undersigned Special Limited Partners own a majority of Partnership Units held by the Special Limited Partners.

NOW THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

Section 1.    Article 1 of the Partnership Agreement is hereby amended by adding the following defined terms in alphabetical order:

“In-Kind Redemption” shall have the meaning set forth in Section 8.5 hereof.

“In-Kind Redemption Assets” means all right, title and interest in and to the limited liability company interests in OP Holdco LLC, a Delaware limited liability company.

“In-Kind Redeeming Partner” shall mean the Special Limited Partners and their Affiliates set forth on Exhibit E hereto.

“Redemption Agreement” means a redemption agreement with respect to the In-Kind Redemption entered into on or around the First Amendment Effective Date and agreed to by the Partnership and the In-Kind Redeeming Partners.

2

Section 2.    Section 7.3 of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

Section 7.3    Restrictions on Authority. Without the consent of the holders of a majority of the outstanding Partnership Units held by the Special Limited Partners, the General Partner may not consent to the Partnership participating in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets; provided, however, that, following the In-Kind Redemption, the General Partner may cause the Partnership to participate in any merger, consolidation or other combination with or into another Person or sale of all or substantially all of its assets without any further act, vote or approval of any Limited Partner or other Person.

Section 3.    Section 8.3 of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

Section 8.3    Return of Capital.

Except pursuant to the rights of redemption set forth in Section 8.4 and Section 8.5, no Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein.

Section 4.    Article 8 of the Partnership is hereby amended by adding the following after Section 8.4:

Section 8.5    Special Limited Partner In-Kind Redemption. On the First Amendment Effective Date, each In-Kind Redeeming Partner agrees that the Partnership shall redeem all of the Partnership Units held by the In-Kind Redeeming Partners (an “In-Kind Redemption”) pursuant to the Redemption Agreement. An In-Kind Redeeming Partner shall have no right, with respect to any Partnership Units, to receive any distributions paid after the First Amendment Effective Date. Each of the Special Limited Partners listed on Exhibit E hereto hereby represents and warrants to the Partnership and the General Partner that each In-Kind Redeeming Partner identified as such on Exhibit E hereto is an Affiliate by contract.

Section 5.    Surender of Partnership Units. Upon completion of the In-Kind Redemption pursuant to the Redemption Agreement, each In-Kind Redeeming Partner shall surrender its Partnership Units and all right, title and interest therein and shall cease to be a limited partner of the Partnership or to have any interest therein, and the redeemed Partnership Units shall be automatically cancelled.

Section 6.    Section 11.6.D of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

D. If any Partnership Unit is transferred or assigned in compliance with the provisions of this Article 11, or redeemed or transferred pursuant to Section 8.4 or Section 8.5 on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such Partnership Unit for such Partnership Year shall be allocated to the transferor Partner, the Redeeming Partner, or In-Kind Redeeming Partner, as the case may be,

3

and, in the case of a transfer or assignment other than a redemption, to the transferee Partner, by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method. Solely for purposes of making such allocations, each of such items for the calendar month in which a transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which a transfer or a redemption occurs shall be allocated to the transferor Partner, the Redeeming Partner, or the In-Kind Redeeming Partner, as the case may be. All distributions of Operating Cash Flow attributable to such Partnership Unit with respect to which the Partnership Record Date is before the date of such transfer, assignment or redemption shall be made to the transferor Partner, the Redeeming Partner, or the In-Kind Redeeming Partner, as the case may be, and, in the case of a transfer or assignment other than a redemption, all distributions of Operating Cash Flow thereafter attributable to such Partnership Unit shall be made to the transferee Partner.

    Section 6.    Section 14.1.A of the Partnership Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

A. This Agreement may be amended with the consent of the General Partner and the Initial Limited Partner, but such amendments shall not require the approval of any Additional Limited Partners except as set forth in Section 14.1.C hereof.

    Section 7.    The Partnership Agreement is hereby amended by adding an “Exhibit E” after “Exhibit D” thereto in the form of Exhibit A hereto.

Section 8.    Except as amended hereby, the Partnership Agreement shall remain unchanged and in full force and effect.

    Section 9.    This Amendment shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

[Remainder of page intentionally left blank.]

4

IN WITNESS WHEREOF, the parties hereto have executed this Amendment on behalf of the Partnership in accordance with the provisions of Section 14.1 of the Partnership Agreement as of the date first written above.

GENERAL PARTNER: Lex GP-1 Trust By /s/ Joseph Bonventre Name: Joseph Bonventre Title: Vice President INITIAL LIMITED PARTNER: Lex LP-1 Trust By /s/ Joseph Bonventre Name: Joseph Bonventre Title: Vice President

SPECIAL LIMITED PARTNERS:

THE E. ROBERT ROSKIND FAMILY L.P. By: E. Robert Roskind, general partner By: /s/ E. Robert Roskind  Name: E. Robert Roskind  Title: General Partner  Date: 7/12/2021	THE LCP GROUP, L.P. By: Third Lero Corp., general partner By: /s/ E. Robert Roskind  Name: E. Robert Roskind  Title: President  Date: 7/12/2021
DOUGLAS S. ALTABEF REVOCABLE TRUST By: /s/ Douglas S. Altabef  Name: Douglas S. Altabef  Title: Trustee  Date: 7/7/2021	EDWARD C. WHITING LIVING TRUST DATED MARCH 19, 2008 By: /s/ Edward S. Whiting  Name: Edward C. Whiting  Title: Trustee  Date: 7/8/21
	/s/ Ellen C. Monk Ellen C. Monk Date: 7/12/2021

5

EXHIBIT A

TO

FIRST AMENDMENT

TO

SIXTH AMENDED AND RESTATED AGREEMENT

Exhibit E

In-Kind Redeeming Partners

The E. Robert Roskind Family L.P.            

The LCP Group L.P.            

Third Lero Corp.            

Edward Robert Roskind            

Barnes Properties, Inc.            

Roskind 2005 Family Trust            

Diane Roskind            

Scott Roskind            

E. Robert Roskind 2001 Trust            

David Walsh            

Herbert G. Roskind            

Douglas S. Altabef Revocable Trust

Ellen C. Monk

Joanna Page Monk

Jonathan Monk

Exhibit D

XML

Document and Entity Information Document	Jul. 13, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 12, 2021
Entity Registrant Name	LEXINGTON REALTY TRUST
Entity Central Index Key	0000910108
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-12386
Entity Tax Identification Number	13-3717318
Entity Address, Address Line One	One Penn Plaza, Suite 4015,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10119-4015
City Area Code	212
Local Phone Number	692-7200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
NEW YORK STOCK EXCHANGE, INC. [Member] | Common Class A [Member]
Entity Information [Line Items]
Title of 12(b) Security	Shares of beneficial interest, par value $0.0001 per share, classified as Common Stock
Trading Symbol	LXP
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. [Member] | Series C Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	6.50% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share
Trading Symbol	LXPPRC
Security Exchange Name	NYSE