This excerpt taken from the LXP 8-K filed Mar 9, 2007.
5.45% Convertible Notes due December 15, 2026
On March 6, 2007, the Trust and the Partnership entered into the Purchase Agreement to offer and sell $150.0 million aggregate principal amount of the Notes to the Initial Purchasers. The closing of the offer and sale occurred on March 9, 2007. The net proceeds from the sale, after deducting the Initial Purchasers discount and the Partnerships estimated offering expenses, are estimated to be approximately $146.3 million (exclusive of proceeds attributable to accrued interest). The Notes are fully and unconditionally guaranteed by the Trust and all of the subsidiaries of the Trust that are borrowers or guarantors under the Wachovia Credit Agreement.
Additional information pertaining to the Notes and Common Shares is contained in Item 2.03 of this report and is incorporated herein by reference.
The Partnership offered and sold the Notes to the Initial Purchasers in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes only to qualified institutional buyers in the United States in reliance upon the exemption from registration provided by Rule 144A under the Securities Act. The Partnership relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.
The Notes, the guarantees and the underlying Common Shares issuable upon exchange of the Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.