LXP 8-K
LXP Industrial Trust (LXP)
8-K
2025-10-01
For: 2025-09-30
View Original
Added on
April 12, 2026
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): September 30, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 7.01. Regulation FD Disclosure.
On October 1, 2025, LXP Industrial Trust, or LXP, released a press release announcing the transaction described in Item 8.01 of this Current Report on Form 8-K, a copy of which is furnished herewith as Exhibit 99.1.
Also on October 1, 2025, a presentation titled "Sale Of Development Projects In Central Florida and Indianapolis Markets" was made available on the "Investors" section of the LXP website.
The information furnished pursuant to this “Item 7.01 - Regulation FD Disclosure”, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or the Exchange Act, otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by LXP under the Exchange Act or the Securities Act of 1933, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such a filing. Information contained on LXP’s website is not incorporated by reference into this Current Report on Form 8-K.
Item 8.01. Financial Statements and Exhibits.
On September 30, 2025, LXP sold two vacant development projects, totaling 2,138,640 square feet, located in Ocala, Florida and Indianapolis, Indiana for a gross aggregate price of $175 million. The gross sale price is approximately $29 million in excess of the gross book value of the properties as of June 30, 2025. LXP expects to receive $151 million after deducting minority partner distributions and transaction costs. Net proceeds from the sale will be used for debt repayment and other general corporate purposes.
On October 1, 2025, LXP issued a press release announcing that it has commenced a tender offer to purchase for cash an amount of its outstanding $300 million 6.75% Notes due 2028 with an aggregate purchase price of up to $150 million (excluding accrued and unpaid interest). The tender offer is being made exclusively pursuant to an offer to purchase, dated October 1, 2025, which sets forth the terms and conditions of the tender offer. The press release is attached as Exhibit 99.2 hereto and incorporated in this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |||||||||||||
| 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: | October 1, 2025 | By: | /s/ Joseph S. Bonventre | ||||||||
| Joseph S. Bonventre | |||||||||||
| Secretary | |||||||||||
Exhibit 99.1
LXP INDUSTRIAL TRUST
TRADED: NYSE: LXP
515 N FLAGLER DR, SUITE 408
WEST PALM BEACH, FL 33401
FOR IMMEDIATE RELEASE
LXP INDUSTRIAL TRUST ANNOUNCES $175 MILLION SALE OF DEVELOPMENT PROJECTS IN CENTRAL FLORIDA AND INDIANAPOLIS MARKETS
West Palm Beach, Fla. – October 1, 2025 - LXP Industrial Trust (“LXP”) (NYSE:LXP), a real estate investment trust focused on Class A warehouse and distribution real estate investments, today announced the sale of two vacant development projects, totaling 2,138,640 square feet, located in Ocala, Florida and Indianapolis, Indiana for an aggregate gross price of $175 million. The closing of the sale occurred on September 30, 2025.
The gross sale price represents a 20% premium, or $29 million, to the gross book value of the properties as of June 30, 2025. LXP expects to receive net proceeds of approximately $151 million after deducting minority partner distributions and transaction costs. Net proceeds from the sale will be used for debt repayment and other general corporate purposes.
Please visit https://ir.lxp.com/events-and-presentations/presentations for more details on the transaction.
ABOUT LXP INDUSTRIAL TRUST
LXP Industrial Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on Class A warehouse and distribution investments in 12 target markets across the Sunbelt and lower Midwest. LXP seeks to expand its warehouse and distribution portfolio through acquisitions, build-to-suit transactions, sale-leaseback transactions, development projects and other transactions. For more information, including LXP's Quarterly Supplemental Information package, or to follow LXP on social media, visit www.lxp.com.
Contact:
Investor or Media Inquiries for LXP Industrial Trust:
Heather Gentry, Executive Vice President of Investor Relations
LXP Industrial Trust
Phone: (212) 692-7200 E-mail: [email protected]
This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements, including, but not limited to, statements regarding the use of proceeds from the sale. Such forward-looking statements involve known and unknown risks, uncertainties and other factors not under LXP's control which may cause actual results, performance or achievements of LXP to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those factors and risks detailed in LXP's periodic filings with the SEC. Except as required by law, LXP undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events.
Exhibit 99.2
LXP Industrial Trust Announces Cash Tender Offer for up to a Maximum Aggregate Purchase Price of $150,000,000 of its 6.750% Notes due 2028
WEST PALM BEACH, Fla., October 1, 2025 -- LXP Industrial Trust (NYSE: LXP) (the “Company”), a real estate investment trust (REIT) focused on Class A warehouse and distribution real estate investments, announced today that it has commenced a tender offer (the “Offer”) to purchase for cash an amount of its 6.750% Notes due 2028 (the “Notes”) with an aggregate purchase price up to $150,000,000 (excluding accrued and unpaid interest, which also will be paid to, but excluding, the applicable settlement date and excluding fees and expenses related to the Offer) (the “Tender Cap”).
The following table sets forth some of the terms of the Offer:
| Title of Security | CUSIP Number | Principal Amount Outstanding | Tender Cap (Purchase Price) | Reference U.S. Treasury Security | Bloomberg Reference Page(1) | Fixed Spread (basis points) | Early Tender Premium (per $1,000)(2) | ||||||||||||||||
| 6.750% Notes due 2028 | 529043 AF8 | $300,000,000 | $150,000,000 | 3.375% UST due 9/15/2028 | FIT1 | 50 bps | $30.00 | ||||||||||||||||
(1)The applicable page on Bloomberg from which the dealer manager will quote the bid side price of the Reference U.S. Treasury Security (as defined below). In the above table, “UST” denotes a U.S. Treasury Security.
(2)The Total Consideration (as defined below) for Notes validly tendered (and not subsequently validly withdrawn) prior to or at the Early Tender Deadline (as defined below) and accepted for purchase is calculated using the Fixed Spread (as defined below) and is inclusive of the Early Tender Premium. In addition, holders whose Notes are accepted will also receive Accrued Interest (as defined below) on such Notes.
The Offer is being made upon, and is subject to, the terms and conditions set forth in the offer to purchase, dated October 1, 2025 (the “Offer to Purchase”). The Offer will expire at 5:00 p.m., New York City time, on October 30, 2025, unless extended or earlier terminated by the Company in its sole discretion (the “Expiration Date”). Tenders of Notes may be withdrawn at any time at or prior to, but not after, 5:00 p.m., New York City time, on October 15, 2025 (the “Withdrawal Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.
The total consideration (the “Total Consideration”) paid in the Offer for Notes that are validly tendered and not withdrawn at or prior to 5:00 p.m., New York City time, on October 15, 2025 unless extended by the Company in its sole discretion (the "Early Tender Deadline") and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield to maturity of the Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase and will include an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). Holders of Notes who validly tender their Notes following the Early Tender Deadline and on or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” per $1,000 principal amount of any such Notes tendered by such holders that are accepted for purchase, which is equal to the Total Consideration minus the Early Tender Premium. The Total Consideration will be determined at 10:00 a.m., New York City time, on October 16, 2025, unless extended by the Company.
Tenders of Notes will be accepted only in principal amounts equal to $2,000 or integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Notes must continue to hold Notes in at least the minimum authorized denomination of $2,000 in principal amount.
Payments for Notes purchased will include accrued and unpaid interest from, and including, the most recent interest payment date for the Notes to, but excluding, the applicable settlement date (“Accrued Interest”). The settlement date for Notes that are validly tendered and not validly withdrawn on or prior to the Early Tender Deadline (the “Early Settlement Date”) is expected to be October 20, 2025, subject to all conditions to the Offer having been either satisfied or waived by the Company. The settlement date for the Notes that are tendered following the Early Tender Deadline but on or prior to the Expiration Date is expected to be November 3, 2025, subject to all conditions to the Offer having been either satisfied or waived by the Company, assuming an amount of Notes equal to the Tender Cap is not purchased on the Early Settlement Date.
Subject to the Tender Cap and proration, all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted before any Notes validly tendered after the Early Tender Deadline. Even if the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Tender Cap, Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes validly tendered following the Early Tender Deadline.
Notes may be subject to proration if the aggregate purchase price of the Notes validly tendered and not validly withdrawn is greater than the Tender Cap. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following such Early Tender Deadline will not have any of their Notes accepted for purchase.
Subject to applicable law, the Company reserves the right, but is under no obligation, to increase or decrease the Tender Cap at any time which could result in a greater or lesser aggregate purchase price of the Notes, and the Company may do so without extending the Withdrawal Deadline.
The Offer is subject to the satisfaction or waiver of certain conditions as more fully set forth in the Offer to Purchase. There can be no assurance such conditions will be satisfied. The Offer is not subject to a minimum tender condition.
INFORMATION RELATED TO THE OFFER
The Offer to Purchase is being distributed to holders beginning today. Wells Fargo Securities, LLC is serving as the dealer manager for the Offer. Investors with questions regarding the Offer may contact Wells Fargo Securities, LLC at (704) 410-4759 (collect) or (866) 309-6316 (toll-free) or [email protected].
None of the Company or its board of trustees, the dealer manager, the tender agent or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to the Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any of the Notes and the Offer does not constitute an offer to buy or the solicitation of an offer to sell the Notes in any jurisdiction or in any circumstances in which such offer or solicitation are unlawful.
The full details of the Offer, including complete instructions on how to tender the Notes, are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase, including materials incorporated by reference therein, because they will contain important information. The Offer to Purchase may be obtained from the Information and Tender Agent, D.F. King & Co., Inc., free of charge, by calling (212) 931-0873 (collect, for banks and brokers) or (800) 848-3051 (toll-free, for all others), or by email to [email protected].
ABOUT LXP INDUSTRIAL TRUST
LXP Industrial Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on Class A warehouse and distribution investments in 12 target markets across the Sunbelt and Midwest. LXP seeks to expand its portfolio through acquisitions, development projects, and build-to-suit and sale/leaseback transactions. For more information or to follow LXP on social media, visit www.lxp.com.
This release contains certain forward-looking statements which involve known and unknown risks, uncertainties or other factors not under our control which may cause actual results, performance or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including risks related to: the Company’s ability to complete the Offer within expected time frames or at all, and other risks and uncertainties described in the Offer to Purchase; national, regional and local economic and political climates and changes in applicable governmental regulations and tax legislation; the outbreak of highly infectious or contagious diseases and natural disasters; authorization by our board of trustees of future dividend declarations; our ability to
achieve our estimates of net income attributable to common shareholders and Adjusted Company FFO for the year ending December 31, 2025; the successful consummation of any lease, acquisition, development, build-to-suit, disposition, financing or other transaction, including achieving any estimated yields; the failure to continue to qualify as a real estate investment trust; changes in general business and economic conditions, including the impact of any legislation; competition; inflation and increases in operating costs; labor shortages; supply chain disruption and increases in real estate construction costs and raw materials costs and construction schedule delays; defaults or non-renewals of significant tenant leases; changes in financial markets and interest rates; changes in accessibility of debt and equity capital markets; future impairment charges; international trade disputes or the imposition of significant tariffs or other trade restrictions by the U.S. on imported goods that adversely impact trading volumes and risks related to our investments in our non-consolidated joint ventures.
Copies of the periodic reports the Company files with the Securities and Exchange Commission are available on our web site at www.lxp.com. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “estimates,” “projects”, “may,” “plans,” “predicts,” “will,” “will likely result,” “is optimistic,” “goal,” “objective” or similar expressions. Except as required by law, we undertake no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the occurrence of unanticipated events. Accordingly, there is no assurance that our expectations will be realized.
Contact:
Investor or Media Inquiries for LXP Industrial Trust:
Heather Gentry, Executive Vice President of Investor Relations
Phone: (212) 692-7200 E-mail: [email protected]