Item 1.01. Entry into a Material Definitive Agreement.
On November 24, 2008, The Lexington Master Limited Partnership (the
"Partnership"), an operating partnership subsidiary of Lexington Realty Trust
(the "Trust"), and the Trust entered into an Agreement and Plan of Merger
pursuant to which the Partnership will be merged with and into the Trust. If the
merger is consummated, each holder of a unit of limited partner interest in the
Partnership will receive one share of beneficial interest in the Trust, par
value $0.0001 per share, classified as common stock, which we refer to as a
common share.
The Agreement and Plan of Merger has been approved by the Board of Trustees of
the Trust and Lex GP-1 Trust, the general partner of the Trust and a
wholly-owned subsidiary of the Trust.
Under the Agreement and Plan of Merger, the merger is subject to the approval of
at least 50% of each class of units of limited partner interests in the
Partnership, as well as the effectiveness of a Registration Statement on Form
S-4 filed by the Trust with the Securities and Exchange Commission on
November 24, 2008.
The parties have each made limited representations, warranties and covenants in
the Agreement and Plan of Merger.
As of November 24, 2008, the record date for the special meeting of limited
partners of the Partnership, Lex LP-1 Trust, a wholly-owned subsidiary of the
Trust, held 15,500,000 Class A Partnership Common Units of limited partner
interests of the Partnership, or 99.8% of the Class A Partnership Common Units
outstanding, and 50,133,979 Special Voting Partnership Units of limited partner
interest, or 88.8% of the Special Voting Partnership Units outstanding. Lex LP-1
Trust currently intends to vote its 65,633,979 units in favor of the merger.
Accordingly, unless Lex GP-1 Trust, as general partner of the Partnership,
withdraws its recommendation of, and votes against, the merger, approval of the
merger is assured.
Attached as Exhibit 10.1 to this Current Report on Form 8-K, which we refer to
as the Current Report, is a copy of the Agreement and Plan of Merger. The
description of the Agreement and Plan of Merger does not purport to be complete
and is qualified in its entirety by reference to the Agreement and Plan of
Merger attached as an exhibit.
Item 8.01. Other Events.
Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan
On November 21, 2008, the Trust revised its Dividend Reinvestment Plan pursuant
to an Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan,
which we refer to as the Plan. The Plan (1) provides holders of the Trust's
common shares and holders of units of limited partner interests in any of the
Trust's four operating partnership subsidiaries a simple and convenient method
to purchase common shares by reinvesting in common shares all of the dividends
or distributions (as applicable) paid with respect to all of their common shares
or units, and (2) permits anyone to make optional cash purchases of the Trust's
common shares in an economical and convenient manner directly from the Trust,
subject to certain limitations.
The Board of Trustees of the Trust set a discount of 2.5% on the price of common
shares purchased for reinvested under the dividend reinvestment component of the
Plan. No discount is applicable to the price of common shares purchased under
the direct share purchase component of the Plan.
Declaration of Dividends/MLP Merger
On November 25, 2008, the Trust announced that it declared a regular common
share dividend/distribution for the quarter ended December 31, 2008 of $0.18 per
common share/unit payable on January 15, 2009 to shareholders/unitholders of
record on December 31, 2008.
The Trust also announced that its Board of Trustees has targeted a new
annualized dividend of $0.72 per common share for 2009, beginning with the
quarterly dividend announced above and subject to declaration of future
dividends by its Board of Trustees and REIT distribution requirements.
Finally, as discussed in Item 1.01 above, the Trust announced that it intends to
complete an inter-company merger of the Partnership with and into the Trust by
the end of the year.
The foregoing descriptions are qualified in their entirety by reference to the
press release issued November 25, 2008, which is attached as Exhibit 99.1 to
this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Agreement and Plan of Merger, dated as of November 24, 2008
(incorporated by reference from Annex A to the Proxy
Statement/Prospectus forming a part of the Trust's Registration
Statement on Form S-4 (file no. 333-155634) filed with the Securities
and Exchange Commission on November 24, 2008).
99.1 Press release issued November 25, 2008.