-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CsoaucSQ8mhcaDISHCFXB2X2quN3B+/DN9gC2yjbDlZmnFHxnlgrUjcU8CHFiRBR fK711oil+E4YdVaM2x3kbQ== 0001116679-04-001616.txt : 20040721 0001116679-04-001616.hdr.sgml : 20040721 20040721152651 ACCESSION NUMBER: 0001116679-04-001616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040721 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL TRUST INC CENTRAL INDEX KEY: 0001061630 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946181186 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14788 FILM NUMBER: 04924336 BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126550220 MAIL ADDRESS: STREET 1: PAUL, HASTINGS, JANOFSKY & WALKER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 cap8k.txt 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): July 21, 2004 -------------- CAPITAL TRUST, INC. ------------------- (Exact Name of Registrant as specified in its charter) Maryland 1-14788 94-6181186 - ---------------------- ------------------------ ---------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 410 Park Avenue, 14th Floor, New York, NY 10022 ----------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 655-0220 --------------- N/A -------- (Former name or former address, if changed since last report): Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Press Release, dated July 21, 2004. Item 9. Regulation FD Disclosure. On July 21, 2004, Capital Trust, Inc. issued a press release announcing that it had closed two related transactions on July 20, 2004: o the purchase from GMAC Commercial Mortgage Corporation of 40 floating rate B Notes and one mezzanine loan totaling $251.2 million; and o the private placement of $320.8 million of floating rate non-recourse collateralized debt obligations and $3.2 million of preferred shares by its consolidated wholly owned subsidiary, Capital Trust RE CDO 2004-1. The press release is furnished herewith as Exhibit 99.1. The information in Item 9 of this Current Report on Form 8-K, including the press release attached as Exhibit 99.1 hereto, is being furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of the section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. 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. CAPITAL TRUST, INC. By: /s/ Brian H. Oswald -------------------- Name: Brian H. Oswald Title: Chief Financial Officer Date: July 21, 2004 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press Release, dated July 21, 2004. EX-99 2 ex99-1.txt EX. 99.1: PRESS RELEASE Exhibit 99.1 [CAPITAL TRUST LOGO] Contact: Rubenstein Associates Robert Solomon: (212) 843-8050 Capital Trust, Inc. Announces Closing of Collateralized Debt Obligation Issuance - -------------------------------------------------------------------------------- NEW YORK, NY - July 21, 2004 - Capital Trust, Inc. (NYSE: CT) announced today the closing of two related transactions on July 20, 2004: o the purchase from GMAC Commercial Mortgage Corporation ("GMACCM") of 40 floating rate B Notes and one mezzanine loan totaling $251.2 million; and o the private placement of $320.8 million of floating rate non-recourse collateralized debt obligations ("CDO Notes") and $3.2 million of preferred shares by its consolidated wholly owned subsidiary, Capital Trust RE CDO 2004-1 (the "CDO Issuer"). The $251.2 million of assets purchased from GMACCM, along with $72.9 million of B Notes, mezzanine loans and subordinate CMBS contributed from Capital Trust's portfolio comprise the initial assets collateralizing the CDO Notes. Capital Trust has acquired all of the $71.3 million of below investment grade and unrated CDO Notes and the entire equity interest in the CDO Issuer. The investment grade rated CDO Notes totaling $252.8 million were sold to third-party investors. The governing documents provide for a four-year reinvestment period that allows the principal proceeds from repayments of the collateral assets to be reinvested in qualifying replacement assets, which allows Capital Trust to extend the life of the financing. Capital Trust's wholly owned asset management subsidiary, CT Investment Management Co., LLC, will serve as collateral manager for the CDO. Capital Trust will account for the transaction as a financing and record on its balance sheet the collateral assets owned by the CDO Issuer as loans receivable and the investment grade rated CDO Notes issued to third party investors as direct liabilities. Morgan Stanley (the Bookrunner) and GMAC Commercial Holding Capital Markets Corp. acted as co-lead managers for the CDO transaction. Bear Stearns & Co. Inc. and Goldman Sachs & Co. served as co-managers. The CDOs were rated by Fitch Ratings, Standard & Poor's and Moody's Investors Service. *** The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, new origination volume, continued performance, asset/liability mix, effectiveness of the Company's hedging strategy and rate of repayment of the Company's portfolio assets, as well as other risks indicated from time to time in the Company's Form 10-K and Form 10-Q filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. -----END PRIVACY-ENHANCED MESSAGE-----