false
--12-31
0000910108
0000910108
2026-11-02
2026-11-02
0000910108
us-gaap:CommonStockMember
2026-11-02
2026-11-02
0000910108
us-gaap:SeriesCPreferredStockMember
2026-11-02
2026-11-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
November 2, 2026
LXP
Industrial Trust
(Leopard Intermediate LLC, as successor by merger
to LXP Industrial Trust)
| Maryland |
001-12386 |
13-3717318 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| |
|
|
|
225 Liberty Street,
8th Floor
New York, NY |
|
10281 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 417-7000
(Registrant’s telephone number, including
area code)
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 Instructions A.2.):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each Class |
Trading
Symbol |
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 Shares, $0.0001 par value per share |
LXPPRC |
New York Stock Exchange |
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. ¨
Introductory Note
On
November 2, 2026 (the “Closing Date”), LXP Industrial Trust, a Maryland real estate investment trust
(the “Company”), completed the transactions contemplated by the Agreement and Plan of Merger, dated as of July
19, 2026 (the “Merger Agreement”), by and among the Company, Leopard REIT LLC, a Delaware limited liability
company (“Parent”), and Leopard Merger Sub LLC, a Maryland limited liability company and wholly owned indirect
subsidiary of Parent (“Merger Sub” and, together with Parent, the “Parent Parties”).
Pursuant to the Merger Agreement, at the closing, the Company merged with and into Merger Sub, with Merger Sub surviving the merger (the
“Initial Surviving Entity” and such merger, the “Merger”). Also on the Closing Date
and following the Effective Time (as defined below), the Initial Surviving Entity merged with and into Leopard Intermediate LLC, a Delaware
limited liability company and wholly owned subsidiary of Parent (“Intermediate Sub”), with Intermediate Sub
surviving (the “Surviving Entity” and such merger, the “Second-Step Merger” and, together
with the Merger, the “Mergers”). As a result of the Mergers, Parent became the sole member of the Surviving
Entity.
| 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 share 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 share, without interest (the “Merger
Consideration”), and (ii) each 6.50% Series C Cumulative Convertible Preferred Share, 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 Unit of the Initial Surviving
Entity.
Each
issued and outstanding Company Common Share held by the Parent Parties 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 paid, 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 Effective Time and as a result of the Merger,
each award of restricted shares granted under the Company’s incentive plan (each, a “Company Restricted Share Award”)
that was outstanding as of immediately prior to the Effective Time became fully vested (with any performance conditions deemed satisfied
at the maximum level of performance) and was cancelled in consideration for the right to receive a lump sum cash payment (less any required
withholding taxes) equal to the product of (i) the Merger Consideration and (ii) the number of Company Common Shares represented by such
Company Restricted Share Award. In addition, all accrued but unpaid dividends with respect to such Company Restricted Share Awards became
fully vested and were paid to the holders thereof, less any required withholding taxes.
The
foregoing descriptions of the Merger Agreement and the Mergers are only summaries, do not purport to be complete, and are qualified
in their entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 20, 2026.
Shareholder Approval
As previously reported, the Company held a Special
Meeting of Shareholders on October 26, 2026 (the “Special Meeting”). At the Special Meeting, the holders of Company Common
Shares approved the Merger and did not approve the proposal related to merger-related compensation.
| 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”) suspend trading of the
Company Common Shares 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 NYSE 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 1934, as amended
(the “Exchange Act”). After the Form 25 becomes effective, the Surviving Entity, 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 Act 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 3.01.
| 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.
| Item 5.01 | Changes in Control of the Registrant. |
As a result of the consummation of the Merger,
a change of control of the Company occurred, the Company merged with and into Merger Sub, the separate existence of the Company ceased,
and Merger Sub survived the Merger as an indirect subsidiary of Parent. Parent funded the Merger Consideration through a variety of sources,
including equity financing and debt financing. The information set forth in the Introductory Note and under Items 2.01 and 5.03 is incorporated
by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory
Note and under Item 2.01 is incorporated by reference into this Item 5.02.
On November 2, 2026, effective as of the Effective
Time, (i) each of the members of the Company’s Board of Trustees (the “Board”) tendered their resignation
as a member of the Board and any committee thereof, and (ii) Gautam Huded, Frank Costanzo, and Priyanka Taneja, the directors of Merger
Sub immediately prior to the Effective Time, became the managers of the Surviving Entity. These departures were not a result of any disagreements
with the Company on any matter relating to its operations, policies or practices.
Also effective as of the Effective Time, (i) each
of the executive officers of the Company prior to the Effective Time resigned, and (ii) the officers of Merger Sub immediately prior to
the Effective Time, including Gautam Huded, became the officers of the Surviving Entity.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Effective Time, the articles of organization
of Merger Sub and the amended and restated limited liability company agreement of Merger Sub became the articles of organization and
limited liability company agreement of the Initial Surviving Entity. At the Second-Step Effective Time, the certificate of formation
and limited liability company agreement of Intermediate Sub as in effect immediately prior to the Second-Step Effective Time became the
certificate of formation and limited liability company agreement of the Surviving Entity.
The information set forth in the Introductory
Note and under Items 2.01 and 5.02 is incorporated herein by reference into this Item 5.03.
| Item 7.01 | Regulation FD Disclosure. |
On November 2, 2026, the Company and Parent issued
a joint press release announcing the closing of the Merger. The full text of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information contained in Item 7.01 of this
report, including the information in Exhibit 99.1 attached to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in Exhibit 99.1
attached to this report, shall not be deemed to be incorporated by reference in the filings of the Registrant under the Securities Act
of 1933, as amended.
The Company paid distributions totaling $2.10
per Company Common Share and $2.4375 per Company Series C Preferred Share that are attributable to the 2026 tax year, in each case with
100% comprised of long-term capital gain dividends.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
|
Exhibit
Number |
|
Description |
| |
|
|
| 2.1* |
|
Agreement and Plan of Merger, dated as of July 19, 2026, by and among Leopard REIT LLC, Leopard Merger Sub LLC and LXP Industrial Trust, incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed with the SEC on July 20, 2026. |
| 99.1 |
|
Joint Press Release, dated November 2, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain exhibits and schedules have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and
Exchange Commission upon request.
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: November 2, 2026 |
LEOPARD INTERMEDIATE LLC
(as successor by merger to LXP Industrial Trust) |
| |
|
|
| |
By: |
/s/ Gautam Huded |
| |
|
Name: |
Gautam Huded |
| |
|
Title: |
Executive Vice President |
Exhibit 99.1
Brookfield and CPP Investments Complete Acquisition
of LXP Industrial Trust
NEW
YORK and TORONTO, Nov. 02, 2026 (GLOBE NEWSWIRE) -- Brookfield Asset Management (NYSE: BAM, TSX: BAM) (“Brookfield”)
and Canada Pension Plan Investment Board (“CPP Investments”), today announced the completion of their acquisition of LXP Industrial
Trust (“LXP”) in an all-cash transaction.
The transaction values LXP at approximately $5.2
billion, including net debt and preferred equity. Under the terms of the agreement, LXP shareholders will receive $61.20 per share in
cash. As the transaction has now been completed, LXP’s shares no longer trade on the New York Stock Exchange and LXP is a privately
held company.
LXP’s portfolio comprises 107 industrial
properties spanning approximately 52 million square feet in attractive markets in the Sunbelt and Midwest. The properties benefit from
strong occupancy and long-duration leases that generate durable cash flows and are well positioned to benefit from demand for modern,
high-quality logistics properties. These assets will be integrated into Brookfield's global logistics platform, which spans more than
255 million square feet across over 850 properties in 20 countries.
“This acquisition reflects our conviction
in the long-term fundamentals of the U.S. industrial sector,” said Lowell Baron, Chief Executive Officer of Brookfield Real Estate.
“We are acquiring a portfolio of modern logistics assets at an attractive basis in markets benefiting from strong demand for large-scale
distribution facilities with limited supply. Combined with durable in-place cash flows, embedded rental growth and our operating expertise,
these dynamics create a compelling opportunity to drive value for our investors.”
“The acquisition of LXP adds a high-quality,
scaled portfolio of modern logistics properties to our diversified portfolio of U.S. real estate investments,” said Sophie van
Oosterom, Managing Director, Head of Real Estate at CPP Investments. “With strong occupancy and exposure to key distribution markets,
we believe LXP is well positioned to capture further value as logistics markets evolve, supporting attractive long-term returns for the
CPP Fund.”
Advisors
BofA Securities, Inc. served as lead financial
advisor, J.P. Morgan Securities LLC served as co-financial advisor and Hogan Lovells Cadwalader US LLP served as legal advisor to LXP.
Citigroup Global Markets Inc and Morgan Stanley &
Co. LLC served as lead financial advisors, Goldman Sachs & Co. LLC, Santander, and Scotiabank served as financial advisors,
Sumitomo Mitsui Banking Corporation served as a structuring advisor, and Gibson, Dunn & Crutcher LLP and Thompson Hine LLP served
as legal advisors to Brookfield and CPP Investments, with DLA Piper LLP serving as legal advisor to CPP Investments in connection with
certain aspects of the transaction. Dechert LLP served as legal advisor to Citigroup Global Markets Inc. and Morgan Stanley &
Co. LLC in connection with certain aspects of the transaction.
About Brookfield Asset Management
Brookfield Asset Management Ltd. (NYSE,
TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management
across infrastructure, energy, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real
assets and essential service businesses that form the backbone of the global economy. We offer a range of alternative investment products
to investors around the world — including public and private pension plans, endowments and foundations, sovereign wealth funds,
financial institutions, insurance companies and private wealth investors. We draw on Brookfield’s heritage as an owner and operator
to invest for value and generate strong returns for our clients, across economic cycles.
For more information,
please visit our website at www.bam.brookfield.com.
About CPP Investments
Canada
Pension Plan Investment Board (CPP Investments™) is a professional investment management organization that manages the Canada
Pension Plan Fund in the best interests of the more than 22 million contributors and beneficiaries. In order to build
diversified portfolios of assets, we make investments around the world in public equities, private equities, real estate, infrastructure and
fixed income. Headquartered in Toronto, with offices in Hong Kong, London, Mumbai, New York City, São Paulo and Sydney,
CPP Investments is governed and managed independently of the Canada Pension Plan at arm’s length from governments. At June 30, 2026,
the Fund totaled CDN$863.6 billion. For more information, please visit www.cppinvestments.com or
follow us on LinkedIn, Instagram or
on X @CPPInvestments.
Brookfield
Contacts
Media:
Laura Montross
Email:
laura.montross@brookfield.com
Tel: (508) 769 5942
Investor Relations:
Jason Fooks
Email:
Jason.fooks@brookfield.com
Tel: (212) 417 2442
CPP Investments Contact
Media:
Frank Switzer
Email: fswitzer@cppib.com
Tel: (416) 523 8039
