LXP 8-K
LXP Industrial Trust (LXP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 16, 2024, LXP Industrial Trust (the “Trust”) filed a shelf registration statement on Form S-3 (File No. 333-277142) with the Securities and Exchange Commission (the “SEC”). On February 16, 2024, the Trust filed a prospectus supplement, dated February 16, 2024 (the “ATM Prospectus Supplement”), covering the sale of up to $350,000,000 aggregate offering price of shares of beneficial interest classified as common stock of the Trust, par value $0.0001 per share (the “Securities”) with the SEC. On February 16, 2024, the Trust also filed a prospectus supplement, dated February 16, 2024, with the SEC related to the Trust’s Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan.
In connection with the filing of the ATM Prospectus Supplement, on February 16, 2024, the Trust entered into Amendment No. 2 (the “Amendment No. 2”) to the Equity Sales Agreement dated as of November 27, 2019, (the “Equity Sales Agreement”), as amended by Amendment No. 1 to the Equity Sales Agreement, dated as of February 19, 2021 (the “Amendment No. 1” and together with the Equity Sales Agreement and Amendment No. 2, the “Amended Equity Sales Agreement”), with Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC and Evercore Group L.L.C., acting in their capacity as sales agents or Forward Sellers (as described below), and Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A., Mizuho Markets Americas LLC and Regions Securities LLC or one of their respective agents or affiliates, acting in their capacity as Forward Purchasers or Forward Sellers (each as defined below), for the sale, from time to time, of the Securities. The Trust refers to these entities, when acting in their capacity as sales agents, individually as a “Sales Agent” and collectively as “Sales Agents.”
The Securities may be offered and sold through the Sales Agents in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including directly or on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. The Trust also may sell shares of its common stock to each of the Sales Agents as principal for its own account, at a price to be agreed upon at the time of sale.
The Amended Equity Sales Agreement also provides that the Trust may enter into one or more forward sale agreements between the Trust and any of Jefferies LLC, KeyBanc Capital Markets Inc., Bank of America, N.A., Mizuho Markets Americas LLC, Regions Securities LLC or one of their respective agents or affiliates. The Trust refers to these entities, when acting in such capacity, as “Forward Purchaser,” and collectively, in such capacity, as “Forward Purchasers.” The Trust refers to the Sales Agents, when acting as agents for the Forward Purchasers (as described below) as “Forward Sellers.” In connection with any forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through the relevant Forward Seller, sell a number of common shares equal to the number of common shares underlying the particular forward sale agreement.
The Trust will not initially receive any proceeds from the sale of borrowed common shares by any Forward Seller. The Trust expects to receive proceeds from the sale of common shares, subject to certain adjustments, upon future physical settlement(s) of the relevant forward sale agreement with the relevant Forward Purchaser on dates specified by the Trust on or prior to the maturity date of such forward sale agreement (no later than a date that is up to two years from entry into such forward sale agreement). The Trust expects to physically settle each forward sale agreement. The Trust also has the ability to elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Trust elects to cash settle any forward sale agreement, it may not receive any proceeds, and it may owe cash to the relevant Forward Purchaser in certain circumstances. If the Trust elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe common shares to the relevant Forward Purchaser in certain circumstances.
Each Sales Agent will be entitled to compensation of up to 2.0% of the gross sales price per share for any Securities sold through it as the Trust’s sales agent. In connection with any forward sale agreement, the Sales Agent acting as the Forward Seller will receive, in the form of a forward price that will be reduced from the initial forward price payable by the relevant Forward Purchaser under the terms of such forward sale agreement, a commission at a mutually agreed rate that will not exceed 2.0% of the gross sales price of all common shares sold during the applicable forward hedge selling period by it as a Forward Seller.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Copies of the Equity Sales Agreement, Amendment No. 1 and Amendment No. 2 are included as Exhibit 1.1, Exhibit 1.2 and Exhibit 1.3, respectively, to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing description of the Amended Equity Sales Agreement is qualified in its entirety by reference to the full text of the Amended Equity Sales Agreement.
| Item 8.01 | Other Events. |
On February 16, 2024, Hogan Lovells US LLP delivered its legality opinion with respect to the Securities to be issued pursuant to the Amended Equity Sales Agreement. A copy of the legality opinion is attached hereto as Exhibit 5.1.
On February 16, 2024, Hogan Lovells US LLP delivered its legality opinion with respect to the common shares to be issued pursuant to the Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan. A copy of the legality opinion is attached hereto as Exhibit 5.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: February 16, 2024 | By: | /s/ Beth Boulerice |
| Name: Beth Boulerice | ||
| Title: Chief Financial Officer | ||
Exhibit 1.3
Execution Version
AMENDMENT NO. 2 TO
EQUITY SALES AGREEMENT
This Amendment No. 2 (this “Amendment”) to the Sales Agreement (as defined below) is entered into as of February 16, 2024 (the “Effective Date”) by LXP Industrial Trust, a Maryland real estate investment trust (formerly known as Lexington Realty Trust) (the “Company”), and Jefferies LLC, KeyBanc Capital Markets Inc., Regions Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC, and Evercore Group L.L.C., each as sales agent, principal and/or forward seller (in such capacity, each a “Selling Agent,” and together, the “Selling Agents”), and Bank of America, N.A., Jefferies LLC, KeyBanc Capital Markets Inc., Mizuho Markets Americas LLC and Regions Securities LLC, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and together, the “Forward Purchasers”), in order to amend that certain Equity Sales Agreement, dated as of November 27, 2019, as amended on February 19, 2021 (the “Sales Agreement”).
WHEREAS, pursuant to the Sales Agreement, the Company has implemented an at-the-market offering program (the “ATM Program”) under which the Company may issue up to $350,000,000 of shares of beneficial interest of the Company, classified as common stock, par value $0.0001 per share (“the Securities”) over the term of the ATM Program;
WHEREAS, prior to the date of this Amendment, the Company conducted the ATM Program pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-253297), including a base prospectus dated February 19, 2021 and a prospectus supplement dated February 19, 2021, specifically relating to the Securities;
WHEREAS, the Company has prepared a new automatic shelf registration statement on Form S-3ASR (File No. 333-277142), including a base prospectus dated February 16, 2024 and a prospectus supplement dated February 16, 2024, specifically relating to the Securities, and from the date of this Amendment, the ATM Program is to be conducted pursuant to the new automatic shelf registration statement and the related prospectus supplement; and
WHEREAS, prior to the Effective Date, the Company has sold $177,803,271 of the Securities with $294,984,839 remaining unissued and unsold under the ATM Program; and
WHEREAS, the Company intends to increase the amount of Securities that may be sold under the ATM Program by $55,015,161 for an aggregate $350,000,000 remaining unissued and unsold under the ATM Program.
The Company, the Selling Agents and the Forward Purchasers have agreed to modify the Sales Agreement, as set forth in this Amendment, subject to the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Selling Agents and the Forward Purchasers agree that the Sales Agreement and the Exhibits appended thereto are hereby modified as provided below:
Section 1. Definitions. Unless otherwise specified herein, capitalized terms used herein shall have the respective meetings assigned thereto in the Sales Agreement.
Section 2. Representation and Warranty. The Company represents and warrants to each Selling Agent and Forward Purchaser that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company.
Section 3. Amendments to the Sales Agreement.
| (a) | On and after the Effective Date, the second paragraph of the Sales Agreement is hereby amended to include the following sentence at the end of such paragraph: Unless otherwise expressly stated or the context otherwise requires, references herein to the “relevant” or “applicable” Forward Purchaser means, with respect to any Selling Agent, the agent or affiliate of such Selling Agent that is acting as Forward Purchaser or, if applicable, such Selling Agent acting in its capacity as Forward Purchaser, and vice versa mutatis mutandis with respect to references herein to the “relevant” or “applicable” Selling Agent (except with respect to Evercore Group L.L.C., in which case the “relevant” or “applicable” Forward Purchaser may be any of the Forward Purchasers Evercore Group L.L.C. may act in its capacity as a Sales Agent, as agent for any of the Forward Purchasers). |
| (b) | On and after the Effective Date, references to the “Registration Statement” as of any time shall refer to the automatic shelf registration statement on Form S-3 (File No. 333-277142), including a prospectus, filed by the Company with the Commission to be used in connection with the public offering and sale of certain securities of the Company, including the Securities to be issued pursuant to the Sales Agreement, as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided, however, that the “Registration Statement,” without reference to a time, means such registration statement, as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of Rule 430B(f)(2), including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. |
| (c) | On and after the Effective Date, references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Securities filed by the Company with the Commission pursuant to Rule 424(b) on the date hereof, in the form furnished by the Company to the Selling Agents and Forward Purchasers in connection with the offering and sale of the Securities, as amended by the prospectus supplement filed most recently with the Commission in accordance with the Sales Agreement, as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act. |
| (d) | On and after the Effective Date, the references to “Forward Purchaser” or “Forward Purchasers” shall include Regions Securities LLC. |
| (e) | On and after the Effective Date, Section 7(p) of the Sales Agreement is amended to replace “Paul Hastings LLP” with “Hogan Lovells US LLP”. |
| (f) | Section 13 of the Sales Agreement is amended to include the following under “Notices to Forward Purchasers shall be directed to:….with copies to:” |
Regions Securities LLC
615 South College Street, Suite 600
Charlotte, NC 28202
Attention: ECM Desk
Email: [email protected]
| (g) | Section 13 of the Sales Agreement is amended to delete the notice information for Paul Hastings LLP and replace with: |
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
Attention: Michael McTiernan
Email: [email protected]
| (h) | The Sales Agreement is amended to reflect the increased Maximum Amount and the amount of the remaining unissued and unsold Securities as of the Effective Date, and each reference to a Maximum Amount of “$472,788,110” is hereby replaced by a reference to “$527,803,271”. |
| (i) | To reflect the changes set forth in this Amendment, each Exhibit to the Sales Agreement is hereby amended to conform to the changes made to the Sales Agreement by this Amendment. |
| (j) | This Amendment shall be effective as of the Effective Date. |
Section 4. Entire Agreement. The Sales Agreement, as amended by this Amendment, represents the entire agreement between the Company, on the one hand, and each Selling Agent and Forward Purchaser, on the other hand, with respect to the subject matter thereof and hereof and supersede all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. Except as set forth in this Amendment or as further amended hereby, all of the terms of the Sales Agreement shall remain in full force and effect and are hereby confirmed in all respects.
Section 5. Section Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Amendment. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned have entered into this Amendment as of the date first written above.
| LXP INDUSTRIAL TRUST | |||
| By: |
/s/ Joseph S. Bonventre | ||
| Name: | Joseph S. Bonventre | ||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel and Secretary | ||
| SELLING AGENTS: | |||
| JEFFRIES LLC | |||
| By: |
/s/ Michael Magarro | ||
| Name: | Michael Magarro | ||
| Title: | Managing Director | ||
| KEYBANC CAPITAL MARKETS INC. | |||
| By: |
/s/ Jaryd Banach | ||
| Name: | Jaryd Banach | ||
| Title: | Managing Director, Equity Capital Markets | ||
| REGIONS SECURITIES LLC | |||
| By: |
/s/ Edward L. Armstrong | ||
| Name: | Edward L. Armstrong | ||
| Title: | Managing Director - ECM | ||
| BOFA SECURITIES, INC. | |||
| By: |
/s/ Luke Toland | ||
| Name: | Luke Toland | ||
| Title: | Managing Director | ||
| MIZUHO SECURITIES USA LLC | |||
| By: |
/s/ Ivana Rupcic-Hulin | ||
| Name: | Ivana Rupcic-Hulin | ||
| Title: | Managing Director | ||
| EVERCORE GROUP L.L.C. | |||
| By: |
/s/ Andy Richard | ||
| Name: | Andy Richard | ||
| Title: | Senior Managing Director | ||
| FORWARD PURCHASERS: | |||
| JEFFRIES LLC | |||
| By: |
/s/ Michael Magarro | ||
| Name: | Michael Magarro | ||
| Title: | Managing Director | ||
| KEYBANC CAPITAL MARKETS INC. | |||
| By: |
/s/ Jaryd Banach | ||
| Name: | Jaryd Banach | ||
| Title: | Managing Director, Equity Capital Markets | ||
| BANK OF AMERICA, N.A. | |||
| By: |
/s/ Rohan Handa | ||
| Name: | Rohan Handa | ||
| Title: | Managing Director | ||
| MIZUHO MARKETS AMERICAS LLC | |||
| By: |
/s/ Adam Hopkins | ||
| Name: | Adam Hopkins | ||
| Title: | Authorized Signatory | ||
| REGIONS SECURITIES LLC | |||
| By: |
/s/ Edward L. Armstrong | ||
| Name: | Edward L. Armstrong | ||
| Title: | Managing Director - ECM | ||
Exhibit 5.1
 |
Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
February 16, 2024
Board of Trustees
LXP Industrial Trust
One Penn Plaza
Suite 4015
New York, NY 10019-4015
To the addressee referred to above:
We are acting as counsel to LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to $350,000,000 in aggregate gross sales price of the Company’s common shares of beneficial interest, par value $0.0001 per share (the “Offered Shares”), all of which are to be offered and sold by the Company from time to time in accordance with the terms of the Equity Sales Agreement, dated as of November 27, 2019, as amended on February 19, 2021 and February 16, 2024, by and among the Company and each of the persons named on Schedule 1 and Schedule 2 attached hereto (the “Equity Sales Agreement”), which, among other things, contemplates that the Company may from time to time enter into one or more forward contracts with each of the persons named on Schedule 2 (the “Forward Contracts,” and together with the Equity Sales Agreement, the “Agreements”). Pursuant to the Forward Contracts, the Company may issue additional shares of beneficial interest (the “Forward Settlement Shares,” and together with the Offered Shares, the “Shares”), in settlement of the transactions contemplated by the Forward Contracts. The offering of the Shares by the Company is being made pursuant to a prospectus supplement dated February 16, 2024 (the “Prospectus Supplement”) and the accompanying base prospectus dated February 16, 2024 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3, as amended (No. 333-277142) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Offered Shares will not be issued in violation of the ownership limit contained in the Company’s Amended and Restated Declaration of Trust, as amended. As to all
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com
matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended. We express no opinion herein as to any other statutes, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Equity Sales Agreement, (ii) execution and delivery by the Company of each Forward Contract relating to any forward purchase pursuant to the Equity Sales Agreement in the form attached as Annex I to the Equity Sales Agreement, together with the relevant supplemental confirmation thereto (the “Supplemental Confirmation”), (iii) authorization by the Company’s Board of Trustees, or authorization by a duly authorized pricing committee thereof, within the limitations established by resolutions duly adopted by the Company’s Board of Trustees and duly authorized pricing committee thereof and in each case made available to us, of the terms pursuant to which the Shares may be sold pursuant to the Agreements, (iv) authorization by a duly authorized executive officer, designated by the pricing committee to approve instruction notices (each, an “Instruction Notice”) under the Agreements, of the terms of the applicable Instruction Notice and Supplemental Confirmation (if any) executed in a manner consistent with the foregoing and pursuant to which the Shares may be sold pursuant to the Agreements, (v) issuance of the Shares pursuant to the terms established by the Company’s Board of Trustees and the pricing committee thereof and the terms of the applicable Instruction Notice and Supplemental Confirmation (if any) and (vi) receipt by the Company of the proceeds for the Shares sold pursuant to such terms and such applicable Instruction Notice and Supplemental Confirmation (if any), the Shares will be validly issued, fully paid and non-assessable.
This opinion letter has been prepared for your use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP
Schedule 1
|
Jefferies LLC 520 Madison Avenue New York, New York 10022
|
KeyBanc Capital Markets Inc. 127 Public Square Cleveland, Ohio 44114 |
|
Regions Securities LLC 615 South College Street, Suite 600 Charlotte, North Carolina 28202
|
BofA Securities, Inc. One Bryant Park New York, New York 10036 |
|
Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 |
Evercore Group L.L.C. 55 East 52nd Street, 36th Floor New York, New York 10055 |
Schedule 2
|
Jefferies LLC 520 Madison Avenue New York, New York 10022
|
KeyBanc Capital Markets Inc. 127 Public Square Cleveland, Ohio 44114 |
|
Mizuho Markets Americas LLC 1271 Avenue of the Americas New York, New York 10020 |
Bank of America, N.A. One Bryant Park New York, New York 10036 |
Regions Securities LLC |
Exhibit 5.2
 |
Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com |
February 16, 2024
Board of Trustees
LXP Industrial Trust
One Penn Plaza
Suite 4015
New York, NY 10019-4015
To the addressee referred to above:
We are acting as counsel to LXP Industrial Trust, a Maryland real estate investment trust (the “Company”), in connection with the public offering of up to 5,000,000 of the Company’s common shares of beneficial interest, par value $0.0001 per share (the “Common Shares”), all of which Common Shares may be offered and sold by the Company from time to time in accordance with the Company’s Amended and Restated Dividend Reinvestment and Direct Share Purchase Plan (the “Plan”) as described in the prospectus supplement dated February 16, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated February 16, 2024 (together with Prospectus Supplement, collectively, the “Prospectus”) that form part of the Company’s effective registration statement on Form S-3, as amended (No. 333-277142) (the “Registration Statement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). We also have assumed that the Common Shares will not be issued in violation of the ownership limit contained in the Company’s Amended and Restated Declaration of Trust, as amended. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the applicable provisions of Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended. We express no opinion herein as to any other statutes, rules, or regulations.
Hogan Lovells US LLP is a limited liability partnership registered in the state of Delaware. “Hogan Lovells” is an international legal practice that includes Hogan Lovells US LLP and Hogan Lovells International LLP, with offices in: Alicante Amsterdam Baltimore Berlin Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Munich New York Northern Virginia Paris Philadelphia Riyadh Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C. Associated Offices: Budapest Jakarta Shanghai FTZ. Business Service Centers: Johannesburg Louisville. For more information see www.hoganlovells.com
| Board of Trustees LXP Industrial Trust | 2 | February 16, 2024 |
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance and sale of the Common Shares in accordance with the terms of the Plan as contemplated by the Registration Statement, and (ii) receipt by the Company of the consideration specified in the Plan, the Common Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Common Shares pursuant to the Plan, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus, and speaks as of the date hereof. We assume no obligation to advise of any changes in the foregoing subsequent to the delivery of this letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the above-described Form 8-K and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
/s/ HOGAN LOVELLS US LLP
HOGAN LOVELLS US LLP