Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 14, 2009
LEXINGTON REALTY TRUST
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(Exact
Name of Registrant as Specified in Its Charter)
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Maryland
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1-12386
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13-3717318
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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One Penn Plaza, Suite 4015, New York, New
York
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10119-4015
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(212)
692-7200
(Registrant's
Telephone Number, Including Area Code)
(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 obligations of the registrant under any of the following
provisions
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFT|R
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01. Regulation FD
Disclosure.
On April
14, 2009, Concord Debt Holdings LLC and certain of its subsidiaries
(collectively, “Concord”) entered into an amendment to its Master Repurchase
Agreement with Column Financial (the “Column MRA”). We hold a 50%
interest in the managing member of Concord.
First
mortgage loans and mezzanine loans with a face value of approximately $282.1
million are subject to the Column MRA (the “Column Assets”). The
current repurchase price for all loans subject to the Column MRA is
approximately $148.9 million.
We
provide a non-recourse carve-out (“bad boy”) guaranty with
respect to the Column MRA, which remains unmodified by the amendment. We
believe we have no obligation and we currently have no intention to use any of
our financial resources to satisfy the obligations of Concord under the Column
MRA (including the obligations described in the next paragraph). We expect
Concord’s
obligations under the Column MRA to be satisfied with proceeds from asset sales
by Concord.
Pursuant to the
amendment, (1) Concord is required to (i) repurchase the loans secured by the
properties located at 160 Spear, San Francisco, California and Siete Square in
Phoenix, Arizona by May 31, 2009, (ii) on or before September 30, 2009, reduce
the outstanding repurchase price to $80 million, (iii) reduce, on or before
December 31, 2009, the outstanding repurchase price to $60 million, (2) all
payments on account of the Column Assets are to be applied to reduce the
repurchase price, (3) the advance rates under the Column MRA will be 80% until
September 29, 2009, 75% from September 30, 2009 through December 30, 2009, and
70% thereafter until the termination (maturity) date, (4) Concord is required to
repurchase any Column Assets within two (2) business days of such Column Assets
going into default except in a limited circumstance, (5) Column is not permitted
to make a margin call until April 1, 2010, and (6) the termination (maturity)
date is December 31, 2010.
As a
result of the foregoing amendment, for financial statement purposes, certain of
the Column Assets will be classified by Concord as “assets held for sale”
instead of their current classification of “held to maturity.” This
change in classification will require Concord to mark-to-market each of the
reclassified Column Assets on its financial statements. Accordingly,
given the current depression in the credit markets, it is expected that Concord
will incur a substantial negative mark to market adjustment on its statement of
operations with respect to the reclassified Column Assets, 50% of which will be
recognize by us with respect to our investment in Concord. At this
time, the amount of such adjustment has not yet been determined.
The
information furnished pursuant to this “Item 7.01 Regulation FD Disclosure”
shall not be deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, which we refer to as the Exchange
Act, or otherwise subject to the liabilities under that section and shall not be
deemed to be incorporated by reference into any of our filings under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing.
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.
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Lexington
Realty Trust |
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Date:
April 16, 2009
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By:
/s/ T. Wilson
Eglin
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T.
Wilson Eglin
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Chief
Executive
Officer
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