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PROSPECTUS SUPPLEMENT NO. 11
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Filed Pursuant to Rule 424(b)(7) |
(To Prospectus dated May 10, 2007 as supplemented and amended by
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Registration Statement No. 333-142820 |
prospectus supplement no. 1 dated June 13, 2007, |
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prospectus supplement no. 2 dated July 17, 2007, |
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prospectus supplement no. 3 dated August 24, 2007, |
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prospectus supplement no. 4 dated September 27, 2007, |
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prospectus supplement no. 5 dated October 29, 2007 |
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prospectus supplement no. 6 dated December 6, 2007, |
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prospectus supplement no. 7 dated April 18, 2008, |
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prospectus supplement no. 8 dated May 28, 2008, |
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prospectus supplement no. 9
dated July 21, 2008, and |
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prospectus supplement no. 10
dated November 17, 2008) |
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Lexington Realty Trust
17,823,195 Common Shares of Beneficial Interest
This
prospectus supplement no. 11 supplements and amends the prospectus dated May 10, 2007 (as
supplemented and amended to date) relating to the resale from time to time of common shares that we
may issue to holders of The Lexington Master Limited Partnerships 5.45% Exchangeable Guaranteed
Notes due 2027, which we refer to as the notes, named in the prospectus dated May 10, 2007, as
amended and supplemented to date upon the exchange or redemption of the notes.
This prospectus supplement should be read in conjunction with, is qualified by reference to,
and must be accompanied by, the prospectus dated May 10, 2007, as supplemented or amended to date,
except to the extent that the information in this prospectus supplement supersedes any information
contained in those documents.
Our common shares are listed on the New York Stock Exchange under the symbol LXP. On
January 13, 2009, the last reported sale price of our common shares on the New York Stock Exchange
was $5.49 per share.
On
December 31, 2008, The Lexington Master Limited Partnership was
merged with and into us and we assumed the obligations of The
Lexington Master Limited Partnership under the Indenture, dated as of
January 29, 2007, as supplemented by the First Supplemental
Indenture, dated as of January 29, 2007, the Second Supplemental
Indenture, dated as of March 9, 2007, the Third Supplemental
Indenture, dated as of June 19, 2007, and the Fourth Supplemental
Indenture, dated as of December 31, 2008.
Investing in our common shares involves risks. See Risk Factors referred to on page 5 of the
prospectus dated May 10, 2007, as well as in the documents incorporated by reference into the
prospectus, before investing in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 14, 2009.
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SELLING SHAREHOLDERS
The information appearing in the table below supplements and supersedes the information with
respect to such selling shareholders in the table appearing under the heading Selling
Shareholders in the prospectus dated May 10, 2007, as previously supplemented. The information is
based solely on information provided to us by or on behalf of the selling shareholders on or prior
to January 13, 2009 in Selling Security Holder Notices and Questionnaires. The number of common
shares, shown in the table below, issuable upon the exchange or redemption of the notes, assumes
exchange of the full amount of notes held by each selling shareholder at the current exchange rate
of 45.4682 shares of our common shares per $1,000 principal amount of notes and a cash payment in
lieu of any fractional share, even though we are required to pay the first $1,000 of exchange value
in cash. The exchange rate is subject to further adjustment in certain events. The selling
shareholders may offer all, some or none of the common shares which we may issue upon the exchange
or redemption of the notes. Because the selling shareholders may offer all or some portion of such
common shares, we cannot estimate the number of common shares that will be held by the selling
shareholders upon termination of any of these sales. In addition, the selling shareholders
identified below may have sold, transferred or otherwise disposed of all or a portion of their
notes or common shares since the date on which they provided the information regarding their notes
in transactions exempt from the registration requirements of the Securities Act of 1933, as
amended.
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Percentage of |
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Percentage of |
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Number of |
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Shares |
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Number of Shares |
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Shares |
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Shares |
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Beneficially |
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Beneficially |
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Beneficially |
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Number of Shares |
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Beneficially |
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Owned After |
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Owned Prior to |
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Owned Prior to |
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Offered Pursuant |
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Owned After |
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the |
Selling Shareholder |
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the Offering(1)(2) |
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the Offering(3) |
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to this Prospectus |
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the Offering(4) |
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Offering(3) |
JMG Capital Partners, L.P. (5) |
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363,746 |
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* |
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363,746 |
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0 |
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* |
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JMG Triton Offshore Fund, Ltd. (6) |
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204,607 |
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* |
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204,607 |
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0 |
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* |
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* |
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Less than one percent. |
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(1) |
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Based on information available to us as of January 14, 2009 in Selling Security Holder Notices
and Questionnaires delivered by the selling shareholders. |
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(2) |
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The number of common shares issuable upon the exchange or redemption of the notes assumes exchange
of the full amount of notes held by each selling shareholder at the initial exchange rate of
45.4682 shares of our common shares per $1,000 principal amount of notes and a cash payment in
lieu of any fractional share, even though we are required to pay the first $1,000 of exchange
value in cash. The exchange rate is subject to adjustment in certain events. |
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(3) |
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Based on a total of 100,300,238 common shares outstanding as of January 13, 2009. |
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(4) |
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Assumes the selling shareholder sells all of its common shares offered pursuant to this prospectus. |
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(5) |
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JMG Capital Partners, L.P. (JMG Partners) is a California limited partnership. Its general
partner is JMG Capital Management, LLC (the Manager), a Delaware limited liability company and
an investment adviser that has voting and dispositive power over JMG Partners investments,
including the shares set forth above. The equity interests of the Manager are owned by JMG
Capital Management, Inc. (JMG Capital) a California corporation, and Asset Alliance Holding
Corp., a Delaware corporation. Jonathan M. Glaser is the Executive Officer and Director of JMG
Capital and has sole investment discretion over JMG Partners portfolio holdings. JMG Partners
has reported currently having, or previously having, an open short position in our common shares. |
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(6) |
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JMG Triton Offshore Fund, Ltd. (the Fund) is an international business company organized under
the laws of the British Virgin Islands. The Funds investment manager is Pacific Assets
Management LLC, a Delaware limited liability Company (the Manager) that has voting and
dispositive power over the Funds investments, including the shares set forth above. The equity
interests of the Manager are owned by Pacific Capital Management, Inc., a California corporation
(Pacific) and Asset Alliance Holding Corp., a Delaware corporation. The equity interests of
Pacific are owned by Messrs. Roger Richter, Jonathan M. Glaser and Daniel A. David. Messrs.
Glaser and Richter have sole investment discretion over the Funds portfolio holdings. The Fund
has reported currently having, or previously having, an open short position in our common shares. |