-----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, EgAVMmG+qMx5xeTSNNZCKG0AbNjrV1nkJKQ9guvO1SIGByA8B8DFHgUu89KermXQ JV9fl+43VGT0/HcxzGTXvQ== 0001116679-05-000726.txt : 20050316 0001116679-05-000726.hdr.sgml : 20050316 20050316104434 ACCESSION NUMBER: 0001116679-05-000726 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050315 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050316 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: 05683715 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 c8k.txt MARCH 15, 2005 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): March 15, 2005 --------------- 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) 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 Instruction A.2. below): [ ] 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)) Item 7.01 Regulation FD Disclosure. On March 15, 2005, Capital Trust, Inc. (the "Company") issued a press release announcing that it had closed a $337.8 million collateralized debt obligation financing. A copy of the press release is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 7.01 disclosure. The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any incorporation by reference language in any such filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Number Description 99.1 Press Release dated March 15, 2005 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/ John R. Klopp -------------------- Name: John R. Klopp Title: Chief Executive Officer Date: March 16, 2005 Exhibit Index Exhibit Number Description -------------- ----------- 99.1 Press Release dated March 15, 2005 EX-99 2 ex99-1.txt EX. 99.1 - PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] Contact: Rubenstein Associates Robert Solomon: (212) 843-8050 Capital Trust, Inc. Announces Closing of Second Collateralized Debt Obligation ------------------------------------------------------------------------------ NEW YORK, NY - March 15, 2005 - Capital Trust, Inc. (NYSE: CT) announced today the closing of a $337.8 million collateralized debt obligation financing ("CDO"). "We are pleased to announce the closing of our second CDO financing," said John Klopp, CEO of Capital Trust. "The combination of this CDO with the CDO we closed last summer gives the Company a unique advantage in a highly competitive business. We expect to continue to use this technology to finance and grow our business going forward." The Company issued $337.8 million of securities comprised of $334.4 million of floating rate notes and $3.4 million of preferred shares. Capital Trust retained all of the below investment grade securities and all of the equity in the CDO issuer. The investment grade rated securities, totaling $289.9 million, were sold to third-party investors. Capital Trust's wholly owned asset management subsidiary, CT Investment Management Co., LLC, is the collateral manager for the CDO. Collateral for the CDO consists of $337.8 million of B-Notes, mezzanine loans and commercial mortgage backed securities from Capital Trust's balance sheet that have an implied average rating of BB. The CDO is an efficient form of financing for the collateral, representing investment grade subordination of 11.5% and a weighted average cost of investment grade debt of LIBOR plus 0.49% on a cash basis. The structure is non-mark-to-market, non-recourse and provides for a five-year reinvestment period that allows the principal proceeds from repayments of the collateral assets to be reinvested in qualifying replacement assets. Capital Trust will account for the transaction as a financing and record on its balance sheet all of the collateral as assets and the investment grade rated securities issued to third party investors as direct liabilities. Bank of America and Morgan Stanley acted as co-lead managers and joint bookrunners for the CDO transaction. Bear Stearns & Co. Inc., Goldman Sachs & Co. and GMAC Commercial Holding Capital Markets Corp. served as co-managers. The CDO is rated by Fitch Ratings and Standard & Poor's. *** The forward-looking statements contained in this news release are subject to certain risks and uncertainties including, but not limited to, new origination volume, the continued credit performance of the Company's loan and CMBS investments, the asset/liability mix, the effectiveness of the Company's hedging strategy and the 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. Capital Trust, Inc. is a finance and investment management company focused on the commercial real estate industry and headquartered in New York. To date, Capital Trust, for its own account or for funds under management, has originated $4.7 billion of commercial real estate mezzanine investments. -----END PRIVACY-ENHANCED MESSAGE-----