8-K
LXP Industrial Trust (LXP)
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): August 14, 2020
| LEXINGTON REALTY TRUST | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Maryland | 1-12386 | 13-3717318 |
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| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One Penn Plaza, Suite 4015, New York, New York | 10119-4015 | |
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| (Address of principal executive offices) | (Zip Code) | |
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(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.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading <br><br>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 |
Item 2.02. Results of Operations and Financial Condition.
Lexington Realty Trust (the “Trust”) is providing certain additional information about its business and financial performance. The information is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.
Item 8.01. Other Events.
Investor Presentation
The Trust is filing this Current Report on Form 8-K to provide certain information about the Trust, as set forth in Exhibit 99.1 attached hereto and incorporated in this Item 8.01 by reference.
Tender Offers
On August 14, 2020, the Trust issued a press release announcing that the Trust has commenced cash tender offers (the “Tender Offers”) to purchase up to $300.0 million combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 4.25% Senior Notes due 2023 (the “2023 Notes”) and 4.40% Senior Notes due 2024 (together with the 2023 Notes, the “Notes”) at a tender price of $1,041.25, plus an early tender premium of $30.00, per $1,000 of principal amount of the 2023 Notes, and at a tender price of $1,063.75, plus an early tender premium of $30.00, per $1,000 of principal amount of the 2023 Notes, pursuant to the terms and conditions set forth in the Offer to Purchase, dated August 14, 2020 (the “Offer to Purchase”). Notes accepted for purchase on any Settlement Date (as defined in the Offer to Purchase) will be accepted in accordance with their Acceptance Priority Levels (with 1 being the higher Acceptance Priority Level) set forth on the cover page of the Offer to Purchase, provided that the Trust will only accept for purchase an aggregate principal amount of Notes up to the Maximum Tender Amount.
The Tender Offers will expire at 11:59 p.m., New York City time, at the end of the day on September 11, 2020, unless extended with respect to either or both series of Notes (such date and time, as the same may be extended, the “Expiration Time”) or terminated earlier by the Trust, and is subject to certain conditions, including the completion of a public offering of a series of its unsecured senior debt securities that closes no later than the Expiration Time.
The press release is attached as Exhibit 99.2 hereto and incorporated in this Item 8.01 by reference.
Important Additional Information
This document is neither an offer to purchase nor a solicitation of an offer to sell securities of the Trust. The offer to buy securities of the Trust described in this document will be made only pursuant to an offer to purchase and related materials. INVESTORS IN THE TRUST ARE ADVISED TO READ THE OFFER TO PURCHASE, WHICH IS AVAILABLE UPON REQUEST, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Cautionary Statements Concerning Forward-looking Information
This current report includes “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, and as such involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from expected future results, performance or achievements expressed or implied by these forward-looking statements. 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,” or the negative of these words or other similar words or terms. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to:
| • | changes in our industry and changes in the real estate market particularly, either nationally or regionally, and the potential adverse impact on us or our tenants<br>from the novel coronavirus (COVID-19); |
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| • | changes in economic conditions generally and the real estate market specifically; |
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| • | adverse developments with respect to our tenants; |
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| • | impairments in the value of our real estate investments; |
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| • | failure to consummate the transactions described in this current report or the failure of any<br>transactions to perform to our expectations; |
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| • | legislative/regulatory/accounting changes, including changes to laws governing the taxation of<br>real estate investment trusts, or REITs; |
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| • | any material legal proceedings; |
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| • | availability of debt and equity capital; |
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| • | increases in real estate construction costs; |
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| • | competition; |
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| • | changes in interest rates; |
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| • | supply and demand for properties in our current and proposed market areas; |
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| • | changes in the payment of dividends; |
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| • | a downgrade in our credit ratings; and |
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| • | the other factors described and referenced under the heading “Risk Factors” in our<br>other reports filed with the Securities and Exchange Commission from time to time. |
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These risks and uncertainties should be considered in evaluating any forward-looking statements contained or incorporated by reference in this current report. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update any of the forward-looking statements to reflect events or developments after the date of this current report.
The factors included in this current report are not exhaustive and additional factors could adversely affect our business and financial performance. For additional information on factors that could affect our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and make distributions to our stockholders, see the information included under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| No. | Description |
|---|---|
| 99.1 | Certain Trust information |
| 99.2 | Press Release issued August 14, 2020 |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline 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.
Date: August 14, 2020
| Lexington Realty Trust | |
|---|---|
| By: | /s/ Beth Boulerice |
| Beth Boulerice | |
| Chief Financial Officer |
Exhibit 99.1
Fixed Income Presentation August 2020
Disclosure This presentation 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, which involve known and unknown risks, uncertainties or other factors not under Lexington Realty Trust’s (“Lexington” or “LXP”) control which may cause actual results, performance or achievements of Lexington 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 Lexington’s filings with the Securities and Exchange Commission, including LXP's Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. Except as required by law, Lexington undertakes no obligation to (1) 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 or (2) update or supplement forward-looking statements that become untrue because of subsequent events. Accordingly, there is no assurance that Lexington’s expectations will be realized. In addition to GAAP financials, this presentation includes certain non-GAAP financial measures, including Adjusted Company FFO, Adjusted EBITDA and Net Operating Income among others. These non-GAAP measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures used by LXP may differ from the non-GAAP financial measures used by other companies. A reconciliation of these measures to the most directly comparable GAAP measure is included in the Definitions & Reconciliations section of this presentation.
Company & Portfolio Overview Key Statistics^1^Total Enterprise Value^2^ ~$4.8 bn Net Debt^3^/ Adjusted EBITDA 5.2x Secured Debt / Gross Assets 8.6% Weighted Average Lease 8.1 years Term Average Contractual Rent 1.7% Growth^4^Portfolio Leased 97.3% Property Type^5^Tenant Credit Ratings^6^1. As of 6/30/2020. 2. Data includes OP Units and reflects a common share price of $11.92 at 8/6/2020. 3. Net debt calculated as consolidated debt less cash and cash equivalents (including cash at 1031 exchange intermediaries) plus non-consolidated debt, net. 4. Based on six months consolidated Cash Base Rent for single-tenant leases (properties greater than 50% leased to a single tenant). 5. Based on gross book value of real estate assets as of 6/30/2020, excluding held for sale assets. 6. Based on Base Rent for the six months ended 6/30/2020 for consolidated properties owned as of 6/30/2020. Credit ratings are based upon either tenant, guarantor, or parent/ultimate parent.
COVID-19 Business Update COVID-19 Response Overview Management continues to monitor events and is taking steps to mitigate the potential impact and risks to the Company. Continue to successfully execute our business plan in a virtual working environment. Executive management team and employees remain healthy and continue to manage operations efficiently. Portfolio Operations Majority of portfolio operations have had minimal impact despite on-going challenges created for many by Covid-19. Current disposition plan has been somewhat impacted over last several months as a result of uncertainty in the debt markets, causing a slowdown in the transactions market. o Activity has picked up, with $67 million disposed of in portfolio in July alone. 97.3%^2^leased with industrial renewal Cash Base rents up 22% in Q2 2020. Rent Collection & Tenant Rent Relief^1^Cash base rent collections averaged over 99.5% in Q2 2020 Rent relief requests continue to be minimal with only two immaterial requests granted in our consolidated portfolio and one request from a small retail tenant currently under evaluation. o Obtained either an extension or favorable lease renewal terms in exchange for relief. Ample Liquidity and Access to Capital^2^Over $627 million of total liquidity available. Raised over $200 million of equity net proceeds year-to-date in 2020. Maintained quarterly dividend payments for all common and preferred stock. Cash and cash equivalents $67M Credit Facility Availability $560M Total Liquidity $627M 1. As of 8/6/2020. Historical rent collections are not indicative of future rent collections. 2. As of 6/30/2020
Portfolio Repositioning & Evolution Substantial progress made in transitioning portfolio through accelerated non-core disposition activity to focus on high-quality, single-tenant industrial assets. Property Disposition Volume Build-to-Suit and Acquisition Volume2 1. As of 8/6/2020. 2. Includes 100% of joint venture acquisitions ($80 million in 2016). 3. Based on gross book value of real estate assets; excludes held for sale assets.
Industrial Property Geography Properties primarily located in the South and Midwest with approximately 60% of portfolio located in top 25 industrial markets.^1^ LXP Top Markets (by Square Footage)^1^ Market Concentration (by Base Rent)^2^WA ME MO OR MN NH ID Memphis 8.7% WI NY MA A MI Greenville/Spartanburg 7.1% PA NJ NV Houston 6.3% IN OH IL WV Atlanta 6.0% CO VA KS MO KY Chicago 5.4% NC AZ TN Cincinnati/Dayton 5.4% NM MS SC Nashville 5.0% AL Under 1M GA Detroit 4.5% TX LA 1-2M Dallas/Fort Worth 3.8% FL 2-3M Phoenix 3.7% 3-4M 4-6M 1. Based on square footage and according to CoStar Analytics’ top industrial markets. 2. Markets based on a geographic boundaries defined by CoStar Analytics. As a % of Base Rent for consolidated industrial properties owned as of 6/30/2020.
Industrial Portfolio Portfolio Metrics^1^ Property Type^4^ Q2 2020 # of Properties 111 6% ^5%^ Total Square Footage 53.1M Warehouse / Distribution 9% Net Operating Income^2^ $105.8M Manufacturing % Leased 98.3% Weighted-Average Lease Term*(years)* ^3^ 7.8 Light Manufacturing Investment Grade Tenancy^4^ 50.3% Cold Storage / Freezer Average Age of Portfolio^5^ 12.2 years 80% % of Portfolio Value^6^ 84.5% % of Annual Base Rent^4^ 80.2% Lease Rollover Schedule^4^ Lease Escalations^7^ 2% $16,000 12.8% 9.6% ^10.2%^ 8% $12,000 8.9% 7.2% 6.7% $8,000 5.2% Annual Escalations 13% Base Rent 4.2% ($ in thousands) $4,000 Flat Rent 1.3% 1.0% $0 Other Escalations GeorgiaPacific, Atlanta, GA 77% Stepdown Amazon, Edwardsville, IL Contine Tire, Lebanon, IN 1. As of 6/30/2020. 2. Six month 2020 NOI for consolidated industrial properties owned as of 6/30/2020. 3. Cash basis for consolidated industrial properties owned as of 6/30/2020. 4. As a % of Base Rent for consolidated industrial properties owned as of 6/30/2020. Credit ratings are based upon either tenant, guarantor, or parent/ultimate parent. 5. As a % of square footage for all industrial properties owned as of 6/30/2020. 6. Based on gross book value of real estate assets as of 6/30/2020, excluding held for sale assets. 7. Based on six months consolidated Cash Base Rent for single-tenant industrial leases (properties greater than 50% leased to a single tenant) owned as of 6/30/2020. Excludes rents from prior tenants.
Consolidated Office/Other Portfolio Portfolio Metrics^1^ Lease Escalations^7^ Q2 2020 # of Properties 26 9% Total Square Footage 3.5M 9% Net Operating Income^2^ $25.1M Annual Escalations % Leased 82.0% Other Escalations Weighted-Average Lease Term*(years)* ^3^ 9.4 20% Flat Rent Investment Grade Tenancy^4^ 59.5% 62% Stepdown Average Age of Portfolio^5^20.0 years % of Portfolio Value^6^ 15.5% % of Annual Base Rent^4^ 19.8% Lease Rollover Schedule^4^Market Concentration^4^ $6,000 Houston 26.2% $5,000 16.6% South Bay/San Jose 11.7% $4,000 13.2% Philadelphia 10.1% $3,000 New York/New Jersey 9.9% Base Rent 6.7% 6.7% 6.7% ($ in thousands) $2,000 Charlotte 7.2% $1,000 2.1% Dallas/Fort Worth 7.1% 0.0% 0.2% 0.0% ^1.6%^ $0 DC/Baltimore 6.6% Phoenix 5.1% Tampa/St. Petersburg 3.4% Baton Rouge 2.0%
Balance Sheet Strategy Since 2014, improved balance sheet and credit metrics with a focus on extending maturities, unencumbering assets and maintaining investment-grade ratings. Credit Metrics Comparison Since Last Bond Offering 12/31/2014 6/30/2020 Change Balance Sheet Credit Metrics: Adjusted Company FFO Payout Ratio 60.8% 55.3% (5.5%) Unencumbered Assets^1^ $2.9B $3.6B $0.7B / 24.1% % Unencumbered NOI 59.9% 84.9% 25.0% (Debt + Preferred) / Gross Assets 44.0% 33.0% (11.0%) Debt / Gross Assets 42.0% 30.8% (11.2%) Secured Debt / Gross Assets 19.0% 8.6% (10.4%) Net Debt / Adjusted EBITDA 5.7x 5.2x (0.5x) (Net Debt + Preferred) / Adjusted EBITDA 6.0x 5.6x (0.4x) Credit Facilities Availability $385M $560M $175M / 45.5% Bond Covenants^2^: Debt / Total Assets < 60% 43.0% 31.4% (11.6%) Secured Debt / Total Assets < 40% 19.3% 8.8% (10.5%) Debt Service Coverage Ratio > 1.5X 3.6x 4.2x 0.6x Unencumbered Assets / Unsecured Debt >150% 272.6% 384.6% 112.0% 1. Includes loans receivable, if any. 2. Defined and calculated per the terms of the senior notes, as of such date and applicable. These calculations are presented to show Lexington's compliance with such covenants only and are not measures of Lexington's liquidity or performance.
Balance Sheet Transformation Net Debt / Adjusted EBITDA Debt / Gross Assets 7.0x 50.0% 42.0% 5.2x 5.7x 5.0x 37.5% 30.8% 3.0x 25.0% 2014 2015 2016 2017 2018 2019 Q2 2020 2014 2015 2016 2017 2018 2019 Q2 2020 Secured Debt / Gross Assets % Unencumbered NOI 25.0% 90.0% 84.9% 19.0% 15.0% 70.0% 59.9% 8.6% 5.0% 50.0% 2014 2015 2016 2017 2018 2019 Q2 2020 2014 2015 2016 2017 2018 2019 Q2 2020
Non-GAAP Measures-Definitions Lexington has used non-GAAP financial measures as defined by Regulation G promulgated by the Securities and Exchange Commission in this presentation. Lexington believes that the measures defined below are helpful to investors in measuring Lexington’s performance or that of an individual investment. Since these measures exclude certain items which are included in their respective most comparable Generally Accepted Accounting Principles (“GAAP”) measures, reliance on the measures has limitations; management compensates for these limitations by using the measures simply as supplemental measures that are weighed in balance with other GAAP measures. These measures are not necessarily indications of our cash flow available to fund cash needs. Additionally, they should not be used as an alternative to the respective most comparable GAAP measures when evaluating Lexington's financial performance or cash flow from operating, investing, or financing activities or liquidity. Funds from Operations and Adjusted Company FFO(FFO and Adjusted Company FFO): Lexington believes that Funds from Operations, or FFO, which is a non-GAAP measure, is a widely recognized and appropriate measure of the performance of an equity real estate investment trust (“REIT”). Lexington believes FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion of depreciation and amortization, providing perspective that may not necessarily be apparent from net income. The National Association of Real Estate Investment Trusts, or NAREIT, defines FFO as “net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains and losses from the sales of certain real estate assets, gains and losses from change in control and impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs. Lexington presents FFO available to common shareholders and unitholders - basic and also presents FFO available to all equityholders and unitholders - diluted on a company-wide basis as if all securities that are convertible, at the holder's option, into Lexington’s common shares, are converted at the beginning of the period. Lexington also presents Adjusted Company FFO available to all equityholders and unitholders – diluted which adjusts FFO available to all equityholders and unitholders - diluted for certain items which we believe are not indicative of the operating results of Lexington's real estate portfolio. Lexington believes this is an appropriate presentation as it is frequently requested by security analysts, investors and other interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of Lexington’s operating performance or as an alternative to cash flow as a measure of liquidity.
Non-GAAP Measures-Definitions, cont. Net Operating Income (NOI): a measure of operating performance used to evaluate the individual performance of an investment. This measure is not presented or intended to be viewed as a liquidity or performance measure that presents a numerical measure of Lexington’s historical or future financial performance, financial position or cash flows. Lexington defines NOI as operating revenues (rental income (less GAAP rent adjustments and lease termination income) and other property income) less property operating expenses. Other REITs may use different methodologies for calculating NOI, and accordingly, Lexington's NOI may not be comparable to that of other companies. Because NOI excludes general and administrative expenses, interest expense, depreciation and amortization, acquisition related expenses, other nonproperty income and losses, and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, reflects the revenues and expenses directly associated with owning and operating commercial real estate and the impact to operations from trends in occupancy rates, rental rates, and operating costs, providing a perspective on operations not immediately apparent from net income. Lexington believes that net income is the most directly comparable GAAP measure to NOI. Adjusted EBITDA: Adjusted EBITDA represents EBITDA (earnings before interest, taxes, depreciation and amortization) modified to include other adjustments to GAAP net income for gains on sales of properties, impairment charges, debt satisfaction gains (charges), net, non-cash charges, net, straight-line adjustments, non-recurring charges and adjustments for pro-rata share of non-wholly owned entities. Lexington’s calculation of Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Lexington believes that net income is the most directly comparable GAAP measure to Adjusted EBITDA. Base Rent: Base Rent is calculated by making adjustments to GAAP rental revenue to exclude billed tenant reimbursements and lease termination income and to include ancillary income. Base Rent excludes reserves/write-offs of deferred rent receivable, as applicable. Lexington believes Base Rent provides a meaningful measure due to the net lease structure of leases in portfolio. Cash Base Rent: Cash Base Rent is calculated by making adjustments to GAAP rental revenue to remove the impact of GAAP required adjustments to rental income such as adjustments for straight-line rents related to free rent periods and contractual rent increases. Cash Base Rent excludes billed tenant reimbursements and lease termination income and includes ancillary income. Lexington believes Cash Base Rent provides a meaningful indication of an investments ability to fund cash needs.
Non-GAAP Measures-Reconciliations Q2 2020 NOI Reconciliation: ($000) Six months ended June 30, 2020 Net income $ 37,551 Interest and amortization expense 28,961 Provision for income taxes 1,075 Depreciation and amortization 80,314 General and administrative 15,380 Transaction costs 80 Non-operating/advisory income (2,593) Gains on sales of properties (20,998) Impairment charges 1,617 Debt satisfaction (gains) charges, net (1,393) Equity in (earnings) of non-consolidated entities (166) Lease termination income (439) Straight-line adjustments (6,229) Lease incentives 518 Amortization of above/below market leases (675) Net Operating Income - (“NOI”) $ 133,003 NOI Summary Industrial properties 105,775 Office/Other properties 25,052 Sold properties/Other 2,176 Net Operating Income - (“NOI”) $ 133,003
Non-GAAP Measures-Reconciliations, cont. Q2 2020 Reconciliation to Adjusted EBITDA: ($000) Three months ended Trailing 12 6/30/2020 3/31/2020 12/31/2019 9/30/2019 Months Net income attributable to Lexington Realty Trust shareholders $ 18,866 $ 18,154 $ 85,231 $ 143,319 $ 265,570 Interest and amortization expense 14,166 14,795 14,380 16,481 59,822 Provision for income taxes 422 653 271 241 1,587 Depreciation and amortization 39,805 40,509 35,977 37,211 153,502 Straight-line adjustments (4,810) (1,419) (3,656) (4,161) (14,046) Lease incentives 249 269 293 318 1,129 Amortization of above/below market leases (380) (295) (269) (142) (1,086) Gains on sales of properties (11,193) (9,805) (74,227) (140,461) (235,686) Impairment charges 1,617 - 2,974 673 5,264 Debt satisfaction (gains) charges, net - (1,393) (10) 4,424 3,021 Non-cash charges, net 1,663 1,658 1,577 1,554 6,452 Pro-rata share adjustments: Non-consolidated entities adjustment 2,928 2,607 3,243 232 9,010 Noncontrolling interests adjustment 52 101 (41) 4,235 4,347 Adjusted EBITDA $ 63,385 $ 65,834 $ 65,743 $ 63,924 $ 258,886
Non-GAAP Measures-Reconciliations, cont. Q2 2020 Reconciliation of Select Credit Metrics: ($000) Six months ended June 30, 2020 Adjusted Company FFO Payout: Common share dividends per share $ 0.21 Adjusted Company FFO per diluted share 0.38 Adjusted Company FFO payout ratio 55.3% Unencumbered Assets: Real estate, at cost $ 4,033,870 held for sale real estate, at cost 14,012 less encumbered real estate, at cost (459,628) Unencumbered assets $ 3,588,254 Unencumbered NOI: NOI $ 133,003 Disposed of properties NOI (2,416) Adjusted NOI 130,587 less encumbered adjusted NOI (19,782) Unencumbered adjusted NOI $ 110,805 Unencumbered NOI % 84.9% Net Debt / Adjusted EBITDA: Adjusted EBITDA $ 258,886 Consolidated debt $ 1,336,105 less consolidated cash and cash equivalents (1) (77,472) Non-consolidated debt, net 85,139 Net debt $ 1,343,772 Net debt / Adjusted EBITDA 5.2x (Net Debt + Preferred) / Adjusted EBITDA: Adjusted EBITDA $ 258,886 Net debt $ 1,343,772 Preferred shares liquidation preference 96,770 Net debt + preferred $ 1,440,542 (Net Debt + Preferred) / Adjusted EBITDA 5.6x Six months ended June 30, 2020 (Debt + Preferred) / Gross Assets: Consolidated debt $ 1,336,105 Preferred shares liquidation preference 96,770 Debt and preferred $ 1,432,875 Total assets $ 3,393,533 Plus depreciation and amortization: Real estate 928,334 Deferred lease costs 15,199 Held for sale assets 7,025 Gross assets $ 4,344,091 (Debt + Preferred) / Gross Assets 33.0% Debt / Gross Assets: Consolidated debt $ 1,336,105 Gross assets $ 4,344,091 Debt / Gross assets 30.8% Secured Debt / Gross Assets: Mortgages and notes payable $ 373,681 Gross assets $ 4,344,091 Secured Debt / Gross Assets 8.6% 1. Includes funds held at 1031 exchange intermediaries.
Non-GAAP Measures-Reconciliations, cont. FY 2014 NOI Reconciliation: ($000) Twelve months ended December 31, 2014 Net income $ 97,463 Continuing Operations: Interest and amortization expense 97,303 Provision for income taxes 1,109 Depreciation and amortization 154,837 General and administrative 28,255 Transaction costs 1,901 Non-operating/advisory income (14,505) Gain on sales of financial assets Impairment charges 37,333 Debt satisfaction charges, net 9,452 Equity in (earnings) of non-consolidated entities Discontinued Operations: Interest and amortization expense 3,097 Provision for income taxes 59 Depreciation and amortization 8,632 General and administrative 29 Non-operating income (2,334) Impairment charges 13,767 Debt satisfaction charges, net 312 Gains on sales of properties (57,507) Straight-line adjustments (47,227) Lease incentives 1,490 Amortization of above/below market leases 1,136 Net Operating Income - (“NOI”) $ 333,121
Non-GAAP Measures-Reconciliations, cont. FY 2014 Reconciliation to Adjusted EBITDA: ($000) Twelve months ended December 31, 2014 Net income attributable to Lexington Realty Trust shareholders $ 93,104 Continuing operations: Interest and amortization expense 97,303 Provision for income taxes 1,109 Depreciation and amortization 154,837 Gain on sales of financial assets (855) Impairment charges 37,333 Debt satisfaction charges, net 9,452 Discontinued operations: Interest and amortization expense 3,097 Provision for income taxes 59 Depreciation and amortization 8,632 Impairment charges 13,767 Debt satisfaction charges, net 312 Gains on sales of properties (57,507) Non-cash charges, net 8,704 Straight-line adjustments (47,227) Lease incentives 1,490 Amortization of above/below market leases 1,136 Pro-rata share adjustments: Non-consolidated entities adjustment 5,037 Noncontrolling interests adjustment 2,221 Adjusted EBITDA $ 332,004
Non-GAAP Measures-Reconciliations, cont. FY 2014 Reconciliation of Select Credit Metrics: ($000) Twelve months ended December 31, 2014 Adjusted Company FFO Payout: Common share dividends per share $ 0.675 Adjusted Company FFO per diluted share 1.11 Adjusted Company FFO payout ratio 60.8% Unencumbered Assets: Real estate, at cost $ 4,483,364 Loans receivable,net 105,635 less encumbered real estate, at cost (1,715,832) Unencumbered assets $ 2,873,167 Unencumbered NOI: NOI $ 333,121 Discontinued operations NOI (15,429) Adjusted NOI 317,692 less encumbered adjusted NOI (127,258) Unencumbered adjusted NOI $ 190,434 Unencumbered NOI % 59.9% Net Debt / Adjusted EBITDA: Adjusted EBITDA $ 332,004 Debt per Balance Sheet $ 2,092,675 Add: Discounts 2,889 Held for sale debt 2,778 Consoldiated debt 2,098,342 less consolidated cash and cash equivalents (191,077) Net debt $ 1,907,265 Net debt / Adjusted EBITDA 5.7x (Net Debt + Preferred) / Adjusted EBITDA: Adjusted EBITDA $ 332,004 Net debt $ 1,907,265 Preferred shares liquidation preference 96,770 Net debt + preferred $ 2,004,035 (Net Debt + Preferred) / Adjusted EBITDA 6.0x Twelve months ended December 31, 2014 (Debt + Preferred) / Gross Assets: Consolidated debt $ 2,098,342 Preferred shares liquidation preference 96,770 Debt and preferred $ 2,195,112 Total assets $ 3,777,894 Plus depreciation and amortization: Real estate 1,196,114 Deferred lease costs 19,966 Gross assets $ 4,993,974 (Debt + Preferred) / Gross Assets 44.0% Debt / Gross Assets: Consolidated debt $ 2,098,342 Gross assets $ 4,993,974 Debt / Gross assets 42.0% Secured Debt / Gross Assets: Mortgages and notes payable $ 945,216 Held for sale debt 2,778 Secured debt $ 947,994 Gross assets $ 4,993,974 Secured Debt / Gross Assets 19.0%
Exhibit 99.2
LexingtonRealty Trust ANNOUNCES COMMENCEMENT OF CASH TENDER OFFERS FOR UP TO $300.0 MILLION OF ITS 4.25% Senior Notes due 2023 AND 4.40%Senior Notes due 2024
NEW YORK, August 14, 2020 -- Lexington Realty Trust (NYSE: LXP) (“Lexington”), a real estate investment trust (REIT) focused on single-tenant industrial real estate investments, today announced that it is commencing cash tender offers (the “Tender Offers”) to purchase up to $300.0 million combined aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 4.25% Senior Notes due 2023 (the “2023 Notes”) and 4.40% Senior Notes due 2024 (together with the 2023 Notes, the “Notes”) pursuant to the terms and conditions set forth in the Offer to Purchase, dated August 14, 2020 (the “Offer to Purchase”). Notes accepted for purchase on any Settlement Date (as defined in the Offer to Purchase) will be accepted in accordance with their Acceptance Priority Levels (with 1 being the higher Acceptance Priority Level) set forth in the table below and on the cover page of the Offer to Purchase, provided that Lexington will only accept for purchase an aggregate principal amount of Notes up to the Maximum Tender Amount.
The Offer to Purchase sets forth a complete description of the terms and conditions of the Tender Offers. Holders of Notes (“Holders”) are urged to read the Offer to Purchase and Letter of Transmittal carefully before making any decision with respect to the Tender Offers.
The following table summarizes terms material to the determination of the consideration to be received in the Tender Offers:
| Dollars per 1,000 Principal Amount of Notes | |||||
|---|---|---|---|---|---|
| ****<br><br> <br>CUSIP Number | ****<br><br> <br>Title of Security | ****<br><br> <br>Aggregate Principal Amount Outstanding | ****<br><br> <br>Acceptance Priority Level | Tender<br> Offer Consideration(1) | Total Tender<br><br> <br>Offer Consideration (1)(2) |
| ****<br><br> <br>529043 AC5 | ****<br><br> <br>4.25%<br><br> <br>Senior Notes due 2023 | <br><br> <br><br><br> <br>$250,000,000 | <br><br> <br><br><br> <br>1 | 1,041.25 | <br><br> <br><br><br> <br>$1,071.25 |
| 529043AD3 | 4.40%<br><br> <br>Senior Notes due 2024 | ****<br><br> <br>$250,000,000 | ****<br><br> <br>2 | 1,063.75 | ****<br><br> <br>$1,093.75 |
All values are in US Dollars.
| (1) | Excludes accrued and unpaid interest, which will also be paid. |
|---|---|
| (2) | Includes Early Tender Premium. |
| --- | --- |
The Tender Offers will expire at 11:59 p.m., New York City time, at the end of the day on September 11, 2020, unless extended with respect to either or both series of Notes (such date and time, as the same may be extended, the “Expiration Time”) or earlier terminated by Lexington.
Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on August 27, 2020, unless the Tender Offers are extended with respect to either or both series of Notes (such date and time, as the same may be extended, the “Early Tender Time”) or earlier terminated by Lexington, will be eligible to receive the applicable Total Tender Offer Consideration (as defined in the Offer to Purchase), which includes the applicable Early Tender Premium as set forth in the table above. The applicable total consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase will be equal to the Tender Offer Consideration plus the Early Tender Premium for such series as set forth in the table above and on the cover page of the Offer to Purchase. Holders of Notes who validly tender and do not withdraw their Notes after the Early Tender Time and at or
prior to the Expiration Time will be eligible to receive only the applicable Tender Offer Consideration, which is equal to the applicable Total Tender Offer Consideration minus the applicable Early Tender Premium.
Holders may withdraw their tenders at any time at or prior to 5:00 p.m., New York City time on August 27, 2020, unless extended.
For Notes tendered at or prior to the Early Tender Time, not subsequently validly withdrawn and accepted for purchase, Lexington has the option for settlement to occur on the Early Settlement Date (as defined in the Offer to Purchase), which is expected to be August 31, 2020, the second business day following the Early Tender Time. Settlement for Notes tendered after the Early Tender Time, but at or prior to the Expiration Time, is expected to occur on September 15, 2020, the second business day following the Expiration Time, unless extended.
In addition, all Notes accepted for purchase will be entitled to receipt of accrued and unpaid interest in respect of such Notes from the last interest payment date to, but excluding, the applicable settlement date.
Subject to the Maximum Tender Amount, the application of the Acceptance Priority Levels and the other terms and conditions described in the Offer to Purchase, Lexington intends to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time. However, if the Tender Offers are fully subscribed as of the Early Tender Time, Holders who validly tender their Notes after the Early Tender Time will not have any of their Notes accepted for purchase. Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to the other Notes tendered after the Early Tender Time even if such Notes tendered after the Early Tender Time have a higher Acceptance Priority Level than the Notes tendered at or prior to the Early Tender Time. As a result, each Holder who validly tenders Notes pursuant to the Tender Offers may have a portion of its Notes returned to it, and the amount of Notes returned will depend on the level of participation of Holders in the Tender Offers. The Tender Offers may be subject to proration if the aggregate principal amount of Notes that is validly tendered is greater than the Maximum Tender Amount.
Consummation of the Tender Offers and payment for the tendered Notes is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that Lexington has completed a public offering of a series of its unsecured senior debt securities that closes no later than the Expiration Time (the “Public Offering”) on terms and subject to conditions reasonably satisfactory to Lexington (the “Financing Condition”), as well as other customary conditions. Subject to applicable law, Lexington has reserved the absolute right, in its sole discretion, to at any time (i) waive any and all conditions to either or both of the Tender Offers, including without limitation the Financing Condition, (ii) extend, terminate or withdraw either or both of the Tender Offers, (iii) increase or waive the Maximum Tender Amount or (iv) otherwise amend either or both of the Tender Offers in any respect.
Wells Fargo Securities, LLC is acting as dealer manager for the Tender Offers. The tender and information agent for the Tender Offers is D.F. King & Co., Inc.
Requests for documentation for the Tender Offers should be directed to D.F. King & Co., Inc. at (800) 591-6309 (U.S. toll-free), (212) 269-5550 (banks and brokers) or by email at lxp@dfking.com. Questions regarding the Tender Offers should be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free), (704) 410-4759 (collect) or by email at liabilitymanagement@wellsfargo.com.
This news release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The Public Offering is only being made by means of a preliminary prospectus supplement and accompanying prospectus, on the terms and subject to the conditions set forth in those materials, each filed with the Securities and Exchange Commission (the “SEC”). The Tender Offers and the Public Offering are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require offers to be made by a licensed broker or dealer, any offer will be deemed to be made on behalf of Lexington by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. None of Lexington, the dealer
manager or the tender and information agent makes any recommendations as to whether Holders should tender their Notes pursuant to the Tender Offers.
About LexingtonRealty Trust
Lexington Realty Trust (NYSE: LXP) is a publicly traded real estate investment trust (REIT) focused on single-tenant industrial real estate investments across the United States. Lexington seeks to expand its industrial portfolio through build-to-suit transactions, sale-leaseback transactions, development projects and other transactions, including acquisitions.
This release contains certain forward-looking statements which involve known and unknown risks, uncertainties and other factors not under Lexington's control which may cause actual results, performance or achievements of Lexington 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 Lexington's periodic filings with the Securities and Exchange Commission. Except as required by law, Lexington 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.
Contact:
Investor or Media Inquiries for Lexington Realty Trust:
Beth Boulerice, Chief Financial Officer
Lexington Realty Trust
Phone: (212) 692-7200
E-mail: bboulerice@lxp.com
Source: Lexington Realty Trust