LXP Industrial Trust (Form: 8-K, Received: 06/21/2022 06:01:03)

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): June 14, 2022

LXP INDUSTRIAL 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. 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Effective June 14, 2022, LXP Industrial Trust, or the Trust, entered into an amendment (the “Wells Amendment”) to the letter agreement and supplemental confirmation, each dated May 10, 2021, (collectively, as amended and supplemented from time to time, the “Wells Confirmation”), by and between the Trust and Wells Fargo Bank, National Association, in its capacity as forward counterparty, relating to the forward issuance and sale of 8,000,000 shares of beneficial interest classified as common stock, par value $0.0001 per share (“Common Shares”), primarily to extend the maturity date under the Wells Confirmation. The maturity date under the Wells Confirmation was extended to December 30, 2022.

Effective June 16, 2022, the Trust entered into an amendment (the “JPM Amendment”) to the letter agreement and supplemental confirmation, each dated May 10, 2021, (collectively, as amended and supplemented from time to time, the “JPM Confirmation”), by and between the Trust and JPMorgan Chase Bank, National Association, in its capacity as forward counterparty, relating to the forward issuance and sale of 8,000,000 Common Shares, primarily to extend the maturity date under the JPM Confirmation. The maturity date under the JPM Confirmation was extended to December 30, 2022.

The foregoing description is qualified in its entirety by reference to the full text of the Wells Amendment and the JPM Amendment. Copies of the Wells Amendment and JPM Amendment are respectively attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Amendment to Master Confirmation and Supplemental Confirmation of Registered Forward Transaction, dated as of June 14, 2022, between the Trust and Wells Fargo Bank, National Association.
10.2	Amendment to Master Confirmation and Supplemental Confirmation of Registered Forward Transaction, dated as of June 16, 2022, between the Trust and JPMorgan Chase Bank, National Association.
104	Cover Page Interactive Data File (embedded within the XBRL document)

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.

	LXP Industrial Trust


Date: June 17, 2022	By:	/s/ Beth Boulerice
		Beth Boulerice
		Chief Financial Officer

Exhibit 10.1

To:	LXP Industrial Trust (f/k/a Lexington Realty Trust (“Counterparty”)) One Penn Plaza, Suite 4015 New York, New York, 10019-4015
From:	Wells Fargo Bank, National Association (or “Dealer”) 30 Hudson Yards, 14th Floor New York , NY 10001-2170 Email: CorporateDerivativeNotiftcations@well sfargo.com
Re:	Amendment to Registered Forward Transaction
Date:	June 14, 2022

Ladies and Gentlemen:

This letter agreement (this “Amendment”) amends the Supplemental Confirmation under the Master Confirmation dated as of May 10, 2021 between Dealer and Counterparty (the Master Confirmation and the Supplemental Confirmation together, the “Confirmation “), as amended and supplemented from time to time. Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmation.

1. Amendment. The Master Confirmation is amended by replacing the date “June 27, 2022” opposite the term “Maturity Date” with “December 30, 2022”

2. Amendment. Schedule I of the Supplemental Confirmation is hereby replaced with the following:

Forward Price Reduction Date:	Forward Price Reduction Amount:
Trade Date	USD 0.000
June 29, 2021	USD 0.1075
September 29, 2021	USD 0.1075
December 30, 2021	USD 0.1200
March 30, 2022	USD 0.1200
June 29, 2022	USD 0.1200
September 29, 2022	USD 0.1200
December 29, 2022	USD 0.1225
Maturity Date	USD 0.000

3. Counterparty repeats the representations in Section 5(a)(B) and (C) of the Master Confirmation as of the date of this Amendment.

4. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Master Confirmation and the Supplemental Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

6. Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT

SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECT TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

7. Waiver of Jury Trial. EACH OF PARTY A AND PARTY B HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION OR THE ACTIONS OF PARTY A OR ITS AFFILIATES IN THE NEGOT IATION , PERFORMANCE OR ENFORCEMENT HEREOF.

Counterparty hereby agrees (a) to check this Amendment carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Counterparty and Dealer hereunder , by manually signing this Amendment or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to us.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

By: /s/ Cathleen Burk

Name: Cathleen Burke
Title: Managing Director

Agreed and accepted by:

LXP INDUSTRIAL TRUST (f/k/a LEXINGTON REALTY TRUST)

By: /s/ Beth Boulerice

Name: Beth Boulerice
Title: CFO

Exhibit 10.2

June 16, 2022

To:		LXP Industrial Trust
		One Penn Plaza, Suite 4015
		New York, NY 10019-4015

From:		JPMorgan Chase Bank, National Association
		New York Branch
		383 Madison Avenue,
		New York, NY 10179

Ladies and Gentlemen,

The purpose of this letter agreement (this “Amendment Agreement”) is to amend the terms and conditions of the transaction entered into between JPMorgan Chase Bank, National Association (“Dealer”) and LXP Industrial Trust (formerly known as Lexington Realty Trust) (“Counterparty”), pursuant to the Master Confirmation, dated as of May 10, 2021 (as amended, modified or supplemented from time to time, the “Master Confirmation”), and the Supplemental Confirmation, dated as of May 10, 2021 (as amended, modified or supplemented from time to time, the “Supplemental Confirmation” and, together with the Master Confirmation, the “Confirmations”). Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to them in the Confirmations.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Amendment to Confirmations. Effective as of the date hereof,

the Master Confirmation shall be amended by replacing the date, “September 26, 2022” opposite the term “Maturity Date” with “December 30, 2022”, and

the Supplemental Confirmation shall be amended by replacing Schedule I in its entirety with Schedule I attached hereto.

Representations and Warranties.

(a)

Counterparty represents and warrants to, and agrees with, Dealer on the date hereof that:

(i)

it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii)

it has the power to execute this Amendment Agreement and any other documentation relating to this Amendment Agreement to which it is a party, to deliver this Amendment Agreement and any other document relating to this Amendment Agreement that it is required by this Amendment Agreement to deliver and to perform its obligations under this Amendment Agreement and has taken all necessary action to authorize such execution, delivery and performance;

(iii)

such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv)

all governmental and other consents that are required to have been obtained by it with respect to this Amendment Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with;

(v)

its obligations under this Amendment Agreement constitute its legal, valid and binding obligations, enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law));

(vi)

it (A) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into this Amendment Agreement; (B) has consulted with its own legal, financial, accounting and tax advisors in connection with this Amendment Agreement; and (C) is entering into this Amendment Agreement for a bona fide business purpose;

(vii)

there is not pending, or to its knowledge, threatened against it, any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Amendment Agreement or its ability to perform its obligations under this Amendment Agreement or the Confirmations;

(viii)

no event that would constitute an Event of Default, a Potential Event of Default, a Termination Event or a Potential Adjustment Event has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Amendment Agreement or the Confirmations;

(ix)

it (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million as of the date hereof; and

(x)

it is entering into this Amendment Agreement in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 or any other provision of the federal securities laws.

(b)

Dealer represents and warrants to, and agrees with, Counterparty on the date hereof that:

(i)

it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii)

(iii)

(iv)

(v)

subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

No Additional Amendments or Waivers. Except as expressly amended hereby, all the terms of the Transaction and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.

Communications with J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to this Amendment Agreement or the Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of Dealer (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction.

Notices. Any notice or other communication in respect of this Amendment Agreement may be delivered in any manner permitted for notices or communications in respect of the Confirmations to the address or number specified for purposes of notices or communications in respect of the Confirmations.

Counterparts. This Amendment Agreement may be executed and delivered in any number of counterparts, each of which shall be identical and all of which, taken together, shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment Agreement by signing any such counterpart.

Amendments. No amendment, modification or waiver in respect of this Amendment Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties hereto.

Entire Agreement. This Amendment Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior or contemporaneous written and oral communications with respect thereto. Each of the parties acknowledges that, in entering into this Amendment Agreement, it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Amendment Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Amendment Agreement will limit or exclude any liability of a party for fraud.

Governing Law; Jurisdiction. THIS AMENDMENT AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

10.

Waiver of Right to Trial by Jury. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE AMENDMENT AGREEMENT OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

[Remainder of page intentionally left blank]

Please confirm that the foregoing correctly sets forth the terms of our agreement by signing and returning this Amendment Agreement.

Very truly yours,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

By: /s/ Santosh Sreenivasan

Name: Santosh Sreenivasan

Title: Managing Director

Accepted and confirmed as of

the date first written above:

LXP INDUSTRIAL TRUST

By: /s/ Beth Boulerice

Name: Beth Boulerice

Title: CFO

SCHEDULE I

FORWARD PRICE REDUCTION DATES AND AMOUNTS

Forward Price Reduction Date	Forward Price Reduction Amount
Trade Date	USD 0.0000
June 29, 2021	USD 0.1075
September 29, 2021	USD 0.1075
December 30, 2021	USD 0.1200
March 30, 2022	USD 0.1200
June 29, 2022	USD 0.1200
September 29, 2022	USD 0.1200
December 29, 2022	USD 0.1225
Maturity Date	USD 0.0000