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LXP Industrial Trust LXP

LXP Industrial Trust completed a merger and delisting

NYSE notice, Item 2.01 Completes acquisition or sale, Item 3.01 Listing standards notice, Item 3.03 Changes shareholder rights

Form
8-K
Filed
Importance
Major
  1. Merger Consideration of $61.20 per common share
  2. Series C Preferred Shares converted to Series C Preferred Units
  3. Company delisted from NYSE and deregistered under Exchange Act

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The filing details the conversion of common and preferred shares into cash or units, with $61.20 per common share and one Series C Preferred Unit per preferred share.
  2. The merger also involved the cancellation of shares held by parent entities without consideration.
  3. The filing also notes the delisting of LXP Industrial Trust's shares from the NYSE.
  4. The company requested the NYSE to suspend trading and delist its shares, and it plans to file a Form 25 with the SEC to deregister the shares under Section 12(b) of the Exchange Act.
  5. After the Form 25 becomes effective, the company will seek to terminate registration under the Exchange Act.

5 of 8 claims matched the filing text.

Not found in the filing text

  • Reuters reported that LXP Industrial Trust's recent 10-Q for the quarter ended September 30, 2026, showed revenue of $969,000 and net income of $92.1 million.
  • The report also noted a gross margin of -1587.5% and a net margin of 9499.9%.
  • Revenue declined 11.2% compared to the same period a year earlier.

From the filing

Item 2.01 Completion of Acquisition or Disposition of Assets.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory

Note and under Item 5.01 is incorporated by reference into this Item 2.01.

As a result of the Merger, in accordance with the terms of the Merger Agreement, at the effective time of the Merger (the " Effective

Time "), (i) each common share1 of beneficial interest, par value $0.0001 per share, of the Company (each, a " Company

Common Share "), or fraction thereof, that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $61.20 per share1, without interest (the " Merger

Consideration "), and (ii) each 6.50% Series C Cumulative Convertible Preferred Share1, par value $0.0001 per share, of the Company (each, a " Company Series C Preferred Share ") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive one Series C Preferred Unit1 of the Initial Surviving

Entity.

Each issued and outstanding Company Common Share held by the Parent Parties2 or any of their respective subsidiaries or any of the Company and its subsidiaries as of the Effective Time was automatically cancelled and ceased to exist, and no consideration was paid2, nor did any rights inure or were any rights made with respect to such Company Common Shares in connection with or as a consequence of the Merger.

As a result of the Second-Step Merger, at the effective time of the Second-Step Merger (the " Second-Step Effective Time "), each Series C Preferred Unit of the Initial Surviving Entity outstanding immediately prior to the Second-Step Effective Time was cancelled and converted into the right to receive $50.00 per unit plus accrued and unpaid dividends to, but not including, the Second-Step Effective Time, or $1.1014, without interest and subject to any required tax withholding.

Company Restricted Share Awards

At the

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Mergers on November 2, 2026, the Company requested that the New York Stock Exchange (" NYSE ")3 suspend trading of the Company Common Shares4 and the Company Series C Preferred Shares prior to the opening of trading on November 2, 2026, delist the Company Common Shares and the Company Series C Preferred Shares from the NYSE3 and file a Form 25 with the SEC to report the delisting of such shares from the NYSE and the deregistration of such shares under Section 12(b) of the U.S. Securities Exchange Act of 19344, as amended (the " Exchange Act "). After the Form 25 becomes effective, the Surviving Entity5, as successor to the Company, intends to file a Certification and Notice of Termination of Registration on Form 15 with the SEC to terminate the registration of the Company Common Shares and the Company Series C Preferred Shares under the Exchange Act5 and to suspend the Company's reporting obligations under the Exchange Act. The information set forth in the Introductory Note and under Item 2.01 is incorporated by reference into this

Item 3.03 Material Modification to Rights of Security Holders.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory

Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated by reference into this Item 3.03.

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